Citigroup Inc DEF 14A, filed Mar 18, 2025

Citigroup Inc (C)

DEF 14A 2025-03-18 For: 2025-04-29

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Added on June 12, 2026

About this DEF 14A

Citigroup Inc filed this DEF 14A on March 18, 2025.

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Titi Cole	Jane N. Fraser	Gary M. Reiner
Ellen M. Costello	Duncan P. Hennes	Diana L. Taylor
Grace E. Dailey	Peter B. Henry	James S. Turley
Barbara J. Desoer	S. Leslie Ireland	Casper W. von Koskull
John C. Dugan	Renée J. James

PROXY STATEMENT HIGHLIGHTS	10
EXECUTIVE COMPENSATION AND HUMAN CAPITAL RESOURCES AND MANAGEMENT HIGHLIGHTS	13
Ethics, Conduct and Culture Highlights	18
SUSTAINABILITY HIGHLIGHTS	19
CORPORATE GOVERNANCE	20
Corporate Governance Materials Available on Citi’s Website	21
Annual Report	21
Corporate Governance Guidelines	21
Director Independence	24
Meetings of the Board of Directors and Committees	27
Meetings of Non-Management Directors	27
Board Leadership Structure	27
Board Composition	28
Director Education Program	28
Board and Board Committee Self-Assessment Process	29
Board’s Role in Risk Oversight	29
Committees of the Board of Directors	32
Involvement in Certain Legal Proceedings	37
Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation	37
Indebtedness	39
Citi’s Hedging Policies	39
Group Reputation Risk Committee	40
Code of Ethics for Financial Professionals	40
Ethics Hotline	41
Code of Conduct	41
Communications with the Board	41
STOCK OWNERSHIP	42
Beneficial Ownership Table	42

Owners of more than 5% of Citi’s Common Stock	43
Insider Trading Policies for Citi and Citi’s Board, Officers and Employees	43
PROPOSAL 1: ELECTION OF DIRECTORS	44
Director Criteria and Nomination Process	44
Director Qualifications	45
The Nominees	49
Directors’ Compensation	61
AUDIT COMMITTEE REPORT	65
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66
PROPOSAL 3: ADVISORY VOTE TO APPROVE OUR 2024 EXECUTIVE COMPENSATION	68
Compensation Discussion and Analysis	68
The Compensation, Performance Management and Culture Committee Report	99
2024 Summary Compensation Table and Compensation Information	100
Additional Compensation Disclosures	111
PROPOSAL 4: APPROVAL OF ADDITIONAL SHARES FOR THE CITIGROUP 2019 STOCK INCENTIVE PLAN	112
STOCKHOLDER PROPOSALS	122
Submission of Future Stockholder Proposals	132
Cost of Annual Meeting and Proxy Solicitation	132
Householding	132
ABOUT THE 2025 ANNUAL MEETING	133
ANNEX A	139
Additional Information Regarding Proposal 3	139
Metrics Calculations and Reconciliations of Non-GAAP Financial Information	140
ANNEX B	144
Citigroup 2019 Stock Incentive Plan	144

Meeting and Voting Information (For additional information, please see About the 2025 Annual Meeting starting on page 133.)
	Date and Time April 29, 2025, 9:00 a.m. E.T.

	Record Date March 3, 2025

	Voting Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on.

	Admission Procedures Please register to attend Citi’s 2025 Annual Meeting. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the virtual meeting. Go to www.virtualshareholder meeting.com/CITI2025 to attend the virtual meeting. Please remember to submit your 16-digit control number on your proxy card or voting instruction form as well as your first and last name and your email address.

Board and Corporate Governance Highlights Citi’s Board of Directors Nominees The nominees for the Board of Directors each have the qualifications and experience to guide Citi’s strategy and oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of individuals with the skills and backgrounds necessary to oversee Citi’s efforts on delivering sustainable, client-led revenue growth while operating within a complex financial and regulatory environment.

Independence
		83% of our Board Nominees are Independent.
Board Refreshment
		The average board tenure of our nominees is 8 years, and 4 nominees have served for more than 10 years. There have been 3 new Directors elected within the past 5 years.
Board Nominee Composition
Women	Minority	Based on the voluntary self-identification by our Board members, the graphs disclose the composition of the Board nominees.

Name and Primary Qualifications	Age	Director Since	Principal Occupation and Other Current Public Company Directorships	Citi Committees
Name and Primary Qualifications	Age	Director Since		A	CPC	E	NGP	RM	T
Titi Cole	52	2025	Former Head of Legacy Franchises, Citigroup Inc. Board: Datadog, Inc.					●	●
Ellen M. Costello	70	2016	Former President and CEO, BMO Financial Corporation, and Former U.S. Country Head, BMO Financial Group	●				●
Grace E. Dailey	64	2019	Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner, Office of the Comptroller of the Currency	●				●
John C. Dugan	69	2017	Chair, Citigroup Inc.	●		●	●	●
Jane N. Fraser	57	2020	Chief Executive Officer, Citigroup Inc.
Duncan P. Hennes	68	2013	Co-Founder and Partner, Atrevida Partners, LLC Board: RenaissanceRe Holdings Ltd.	●	●	●		●
Peter B. Henry	55	2015	Class of 1984 Senior Fellow, Hoover Institution, and Senior Fellow, Freeman Spogli Institute for International Studies, Stanford University Boards: Nike, Inc. and Analog Devices, Inc.		●		●
Renée J. James	60	2016	Founder, Chair and CEO, Ampere Computing	●	●	●			●
Gary M. Reiner	70	2013	Former Operating Partner, General Atlantic LLC Board: Hewlett Packard Enterprise Company		●		●		●
Diana L. Taylor	70	2009	Former Superintendent of Banks, State of New York Board: Brookfield Corporation		●	●	●
James S. Turley	69	2013	Former Chairman and CEO, Ernst & Young Boards: Emerson Electric Co., Northrop Grumman Corporation, and Precigen, Inc.	●		●		●
Casper W. von Koskull	64	2023	Former President and Group Chief Executive Officer, Nordea Bank Abp		●		●	●

	Compensation			Human Capital Management
	Corporate Governance			International Business or Economics
	Environmental and Sustainability			Legal, Regulatory and Compliance
	Financial Reporting			Risk Management
	Financial Services			Technology, Cybersecurity and Data Management

●	committee member
●	committee chair
A	Audit
CPC	Compensation, Performance Management and Culture
E	Executive
NGP	Nomination, Governance and Public Affairs
RM	Risk Management
T	Technology


	In 2024, our stakeholder engagement initiatives included:

	● Board Equity Investor Engagement: The Governance Team, Board Members and senior leadership conducted engagements with ~37% of our total outstanding shares in Spring 2024 ● Additional Equity Investor Engagement: Senior leadership and Investor Relations conducted 269 engagements throughout the year, including 60% of our top 50 shareholders; these shareholders represent over 42% of our common stock Ø Senior Leadership: Engaged with equity investors in 77 interactions over the year, including participation in 10 conferences Ø Investor Relations: Engaged in 192 interactions over the course of the year ● Other Engagements, including sell-side analysts, fixed income investors and rating agencies: Senior leadership and Investor Relations conducted 389 engagements throughout the year, providing ongoing dialogue and transparency across the entire investment community Ø Senior Leadership: Engaged in 30 interactions with rating agencies and fixed income investors Ø Investor Relations: 219 interactions across equity sell-side analysts and 140 across fixed income investors and rating agencies

Segment or component⁽¹⁾⁽²⁾ (in thousands)	North America	International⁽³⁾	Total⁽⁴⁾	Women		Men
Services	4	20	24	51.8	%	48.2	%
Markets	3	6	9	38.8		61.2
Banking	2	6	8	43.5		56.5
Wealth	5	7	12	50.9		49.1
USPB	19	2	21	64.1		35.9
All Other, including Legacy Franchises, Operations and Technology, and Global Staff Functions	53	102	155	47.6		52.4
Total	86	143	229	49.2	%	50.8	%

Good Governance	●	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;
	●	The Board of Directors has a Transformation Oversight Committee, an ad hoc committee, to provide oversight of Citi’s efforts to improve its Risk and Control environment. (Please see page 31 to review additional disclosure regarding the Transformation Oversight Committee); and
	●	Citi’s Compensation, Performance Management and Culture Committee has oversight of Citi’s efforts to ensure ethical behavior in Citi’s culture, business practices, and employees.
Stockholder Rights	●	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.
Executive and Director Compensation	●	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 Activity	●	Political Engagement Report (formerly Citi’s Political Activities Statement) includes significant disclosure about our lobbying practices, policies and oversight;
	●	Nomination, Governance and Public Affairs Committee has responsibility for overseeing management with respect to Citi’s trade association payments, 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 $50,000 or more, and the associations’ allocated portion of the dues attributable to lobbying during the calendar year.

	●	During any 12-month period within the last three years, neither a Director nor any Immediate Family Member of a Director shall have received more than $120,000 in direct compensation from Citi, other than amounts paid (a) pursuant to Citi’s Amended and Restated Compensation Plan for Non-Employee Directors, (b) pursuant to a pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) or (c) to an Immediate Family Member of a Director who is a non-executive employee of Citi or one of its subsidiaries.
	●	In addition, no member of the Audit Committee may accept a direct or indirect consulting, advisory or other compensatory fee from Citi or one of its subsidiaries, other than (a) fees for service as a member of the Board of Directors of Citi or one of its subsidiaries (including committees thereof) or (b) receipt of fixed amounts of compensation under a Citi retirement plan, including deferred compensation, for prior service with Citi, provided that such compensation is not contingent in any way on continued service.

Business Relationships
	●	All business relationships, lending relationships, deposit and other banking relationships between the Company and a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.
	●	In addition, the aggregate amount of payments for property or services in any of the last three fiscal years by the Company to, and to the Company from, any company of which a Director is an executive officer or employee or where an immediate family member of a Director is an executive officer, must not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues in any single fiscal year.
	●	Loans may be made or maintained by the Company to a Director’s primary business affiliation or the primary business affiliation of an immediate family member of a Director, only if the loan (i) is made in the ordinary course of business of the Company or one of its subsidiaries, is of a type that is generally made available to other customers, and is on market terms, or terms that are no more favorable than those offered to other customers; (ii) complies with applicable law, including the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), Regulation O of the FRB, and the Federal Deposit Insurance Corporation (FDIC) Guidelines; (iii) when made does not involve more than the normal risk of collectability or present other unfavorable features; and (iv) is not classified by the Company as Substandard (II) or worse, as defined by the Office of the Comptroller of the Currency in its “Rating Credit Risk” Comptroller’s Handbook.

Charitable Contributions
		Annual contributions in any of the last three calendar years from the Company and/or the Citi Foundation to a charitable organization of which a Director, or an immediate family member who shares the Director’s household, serves as a Director, trustee, or executive officer (other than the Citi Foundation and other charitable organizations sponsored by the Company) may not exceed the greater of $250,000 or 10% of the charitable organization’s annual consolidated gross revenue.

Employment/Affiliations
	●	A Director shall not:
		(i)	be or have been an employee of the Company within the last three years;
		(ii)	be part of, or within the past three years have been part of, an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed the Director as an executive officer; or
		(iii)	be or have been affiliated with or employed by (a) Citi’s present or former primary outside auditor or (b) any other outside auditor of Citi and personally worked on Citi’s audit, in each case within the three-year period following the auditing relationship.

	●	A Director may not have an immediate family member who:
		(i)	is an executive officer of the Company or has been within the last three years;
		(ii)	is, or within the past three years has been, part of an interlocking directorate in which a current executive officer of the Company serves or has served on the compensation committee of a company that concurrently employs or employed such immediate family member as an executive officer; or
		(iii)	(a) is a current partner of Citi’s primary outside auditor, or a current employee of Citi’s primary outside auditor and personally works on Citi’s audit, or (b) was within the last three years (but is no longer) a partner or employee of Citi’s primary auditor and personally worked on Citi’s audit within that time.

Immaterial Relationships and Transactions
		The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between Citi and (i) the Director, (ii) an immediate family member of the Director or (iii) the Director’s or immediate family member’s business or charitable affiliations, provided Citi’s Proxy Statement includes a specific description of such relationship as well as the basis for the Board’s determination that such relationship does not preclude a determination that the Director is independent. Relationships or transactions between Citi and (i) the Director, (ii) an immediate family member of the Director or (iii) the Director’s or immediate family member’s business or charitable affiliations that comply with the Corporate Governance Guidelines, including, but not limited to, the Director Independence Standards that are part of the Corporate Governance Guidelines and the sections titled Financial Services, Personal Loans and Investments/Transactions, are deemed to be categorically immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is required to be disclosed pursuant to Item 404 of SEC Regulation S-K).

Definitions
		For purposes of these Corporate Governance Guidelines, (i) the term “immediate family member” means a Director’s or executive officer’s (designated as such pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act)) spouse, parents, step-parents, children, step-children, siblings, mother- and father-in law, sons- and daughters-in-law, and brothers- and sisters-in-law and any person (other than a tenant or domestic employee) who shares the Director’s household; (ii) the term “Primary Business Affiliation” means an entity of which the Director or executive officer, or an immediate family member of such a person, is an officer, partner or employee or in which the Director, executive officer or immediate family member owns directly or indirectly at least a 5% equity interest; and (iii) the term “Related Party Transaction” means any financial transaction, arrangement or relationship in which (a) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (b) Citi is a participant, and (c) any Related Person (any Director, any executive officer of Citi, any nominee for Director, any shareholder owning in excess of 5% of the total equity of Citi, and any immediate family member of any such person) has or will have a direct or indirect material interest.


	Board of Directors ● receives regular risk updates from the Chief Risk Officer at each regularly scheduled Board meeting ● provides oversight through its committees of Citi’s risk profile, including 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 sustainability reporting and internal control risks, 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 risk issues, sustainability, and legal and regulatory compliance risks as they relate to corporate governance matters Risk Management Committee ● reviews and considers for approval Citi’s Enterprise Risk Management Framework ● 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 and Generative AI, 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

	●	the terms of such transaction;
	●	the related person’s interest in the transaction;
	●	the purpose and timing of the transaction;
	●	whether Citi is a party to the transaction, and if not, the nature of Citi’s participation in the transaction;
	●	if the transaction involves the sale of an asset, a description of the asset, including date acquired and cost basis;
	●	information concerning potential counterparties in the transaction;
	●	the approximate dollar value of the transaction and the approximate dollar value of the related person’s interest in the transaction;
	●	a description of any provisions or limitations imposed as a result of entering into the proposed transaction;
	●	whether the proposed transaction includes any potential reputational risk issues that may arise as a result of, or in connection with, the proposed transaction; and
	●	any other relevant information regarding the transaction.

RETENTION REQUIREMENTS
Executive Officers	●	75% of equity awarded while in office
Executive Officers	●	50% of equity awarded for one year after ending executive officer status
Directors	●	75% of equity awarded while serving on the Board

Name	Common Stock Beneficially Owned Excluding Options⁽¹⁾	Options exercisable within 60 days	Owned by or Tenant in Common with Family Member, Trust, Mutual Fund or 401(K)⁽²⁾	Total Beneficial Ownership⁽³⁾	Receipt Deferred⁽⁴⁾	Total Ownership⁽⁵⁾
Titi Cole	—	—	—	—	69,046	69,046
Ellen M. Costello	70,590	—	600	71,190	2,117	73,307
Grace E. Dailey	14,284	—	—	14,284	2,117	16,401
Barbara J. Desoer	99,497	—	—	99,497	529	100,026
John C. Dugan	44,437	—	—	44,437	2,117	46,554
Jane N. Fraser	270,038	—	—	270,038	356,380	626,418
Duncan P. Hennes	36,390	—	—	36,390	2,117	38,507
Peter B. Henry	30,761	—	—	30,761	2,117	32,878
S. Leslie Ireland	20,868	—	—	20,868	2,117	22,985
Renée J. James	28,191	—	—	28,191	2,117	30,308
Mark A. L. Mason	59,317	—	340	59,657	154,941	214,598
Andrew Morton	55,755			55,755	355,419	411,174
Viswas Raghavan	—	—	—	—	704,886	704,886
Gary M. Reiner	43,583	—	—	43,583	2,117	45,700
Andrew Sieg	49,588			49,588	247,664	297,252
Diana L. Taylor	56,298	—	—	56,298	2,117	58,415
James S. Turley	37,515	—	—	37,515	2,117	39,632
Casper W. von Koskull	8,886	—	—	8,886	2,117	11,003
Total (30 Directors and Executive Officers as a group)	1,429,070	—	90,081	1,519,150	3,395,558	4,914,708

Name and Address of Beneficial Owner	Beneficial Ownership	Percent of Class
BlackRock, Inc.^(a) 50 Hudson Yards, New York, NY 10001	165,855,757	8.8%
The Vanguard Group, Inc.^(b) 100 Vanguard Blvd., Malvern, PA 19355	166,504,200	8.8%

(a)	According to a Schedule 13G/A filed with the SEC on January 25, 2024 by BlackRock, Inc. and certain subsidiaries, BlackRock reported that it had sole voting power over 149,966,824 shares and had sole dispositive power over 165,855,757 shares.
(b)	According to a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. and certain subsidiaries, Vanguard reported that it had sole voting power over 0 shares; sole dispositive power over 157,970,724 shares; shared voting power over 2,459,505 shares; and shared dispositive power over 8,533,476 shares.

	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 EMT. 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 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.

	Environmental and Sustainability matters are critical business issues, 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 environmental efforts to stockholders, clients and other stakeholders. Citi’s Board must include members with experience in the areas of climate change and finance, community development, corporate social responsibility and other issues to help Citi navigate these complex and quickly evolving issues and to assist management in evaluating Citi’s 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 is a global leader providing financial services through the following business lines: (1) Services, (2) Markets, (3) Banking, (4) Wealth, and (5) USPB. Citi looks to its Board members with extensive financial services experience to assist it in evaluating its business model and strategies for reaching and servicing its clients.

	As of December 31, 2024, Citi employs approximately 229,000 people in more than 90 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, talent and engagement, 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.

	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 FDIC, 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.

	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 technologycentric issues as cybersecurity, Generative AI, 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.

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former Head of Legacy Franchises Citigroup Inc. ● Head of Legacy Franchises, Citigroup Inc. – 2022 to 2024 ● Head of Operations for Global Consumer Banking, Citigroup Inc. – 2020 to 2022 ● Head of Consumer and Small Business Banking Operations and Contact Centers, Wells Fargo – 2015 to 2020 ● Head, Retail Products and Underwriting, Bank of America Corporation – 2010 to 2015 Skills and Qualifications Ms. Cole has been nominated to serve on the Board because of her significant and wide-ranging experience in the financial services industry. She has decades of experience leading global businesses and operations, as well as overseeing strategy, risk management and human capital management in regulated, financial services companies. Ms. Cole’s experience leading consumer business operations, including at Citi, enables her to contribute to the Board’s oversight of Citi’s business operations, transformation execution and data and technology strategy. In addition, Ms. Cole’s leadership in Citi’s strategic re-organization and as a member of the Compensation Committee at Datadog, Inc. enable her to contribute meaningfully to the Board’s ongoing oversight of human capital management at Citi as it executes on its strategy and transformation. Her deep understanding of technology and risk matters in the financial services context position her well to facilitate the Board’s oversight of data, technology and risk matters at the firm. Primary Qualifications
Titi Cole Age: 52
Director of Citigroup since 2025 Director of Citibank, N.A. since 2025 Other Public Company Directorships: Datadog, Inc. Previous Directorships within the last five years: None Other Activities: The Sickle Cell Hope Alive Foundation (Executive Director), CARE USA (Board Trustee), the Queens University of Charlotte (Board Trustee), the Council on Foreign Relations (Member), and the Executive Leadership Council (Member)
		Financial Services
		Human Capital Management
		Risk Management
		Technology, Cybersecurity and Data Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	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, 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, 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 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.
Ellen M. Costello Age: 70
Director of Citigroup since 2016 Director of Citibank, N.A. since 2024 Other Public Company Directorships: None Previous Directorships within the last five years: Diebold Nixdorf, Inc. Other Activities: The Economic Club of Chicago (Member)
	Primary Qualifications
		Financial Reporting
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Chair Citigroup Inc. ● Chair, Citigroup Inc. – January 2019 to Present ● Director, Citigroup Inc. – 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 who 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
John C. Dugan Age: 69
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)
		Corporate Governance
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	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 who has been nominated to serve on the Board because of her extensive experience and expertise in the areas of Financial Services, Human Capital Management, Regulatory and Compliance, and International Business. 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 of Citi’s business segments 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, sustainability 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
Jane N. Fraser Age: 57
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: Financial Services Forum (Chair), Council on Foreign Relations (Board Member), Harvard Business School (Board of Dean’s Advisors), Stanford Advisory Board (Member), Business Roundtable (Member), and the Partnership for New York City (Member)
		Financial Services
		Human Capital Management
		International Business or Economics
		Legal, Regulatory and Compliance

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Co-Founder and Partner Atrevida Partners, LLC ● Co-Founder and Partner, Atrevida Partners, LLC – 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 who has been nominated to serve on the Board because of his considerable expertise in the areas of Compensation, Financial Services, Risk Management, Financial Reporting, and Regulatory and Compliance. Because Citi is an international financial services company with 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 business and its risk management function. In his role as the Co-Founder of Atrevida Partners, LLC, a private asset management firm, and his prior experience at Promontory Financial Group and Bankers Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in financial services, risk management, regulatory compliance, corporate and investment banking, and securities and trading. While at Bankers Trust Corporation, Mr. Hennes served as Treasurer and 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
Duncan P. Hennes Age: 68
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
		Compensation
		Financial Services
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	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, New York University, Leonard N. Stern School of Business – December 2017 to Present ● W. R. Berkley Professor of Economics and Finance, New York University, Leonard N. Stern School of Business – 2017 to 2022 ● Dean, New York University, Leonard N. Stern School of Business – 2010 to 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 and Economics, Financial Services, Risk Management, Financial Reporting, Human Capital Management, Environmental and Sustainability 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
Peter B. Henry Age: 55
Director of Citigroup since 2015 Other Public Company Directorships: Nike, Inc. and Analog Devices, Inc. Previous Directorships within the last five years: None 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)
		Corporate Governance
		Environmental and Sustainability
		Human Capital Management
		International Business or Economics

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Founder, Chair and CEO, Ampere Computing ● Founder, Chair and CEO, Ampere Computing – 2017 to Present ● Operating Executive, The Carlyle Group – 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, Compensation, and International Business. 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, a global investment firm, 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 including Generative Artificial Intelligence. Through her career at Intel and her previous 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
Renée J. James Age: 60
Director of Citigroup since 2016 Other Public Company Directorships: None Previous Directorships within the last five years: Oracle Corporation, Sabre Corporation and Vodafone Group Plc Other Activities: President’s National Security Telecommunications Advisory Committee (Member and Prior Chair) and University of Oregon (Trustee)
		Compensation
		Human Capital Management
		Risk Management
		Technology, Cybersecurity and Data Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former Operating Partner General Atlantic LLC ● Operating Partner, General Atlantic LLC – September 2010 to December 2024 ● Senior Vice President and Chief Information Officer, General Electric Company – 1996 to 2010 ● Partner, Boston Consulting Group – 1986 to 1990 Skills and Qualifications Mr. Reiner is an experienced executive who has been nominated to serve on the Board because of his experience in the areas of Technology, Cybersecurity and Data Management, Financial Reporting, Compensation, Corporate Governance, and International Business. In his former role as Operating Partner of General Atlantic LLC, a private equity firm, 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
Gary M. Reiner Age: 70
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
		Compensation
		Corporate Governance
		International Business or Economics
		Technology, Cybersecurity and Data Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former Superintendent of Banks, State of New York ● Vice Chair, Solera Capital LLC – 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 who has been nominated to serve on the Board because of her wide-ranging experience in the areas of Financial Services, 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 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
Diana L. Taylor Age: 70
Director of Citigroup since 2009 Director of Citibank, N.A. since 2020 Other Public Company Directorships: Brookfield Corporation Previous Directorships within the last five years: Sotheby’s Other Activities: Accion (Chair), Columbia Business School (Board of Overseers),Friends of Hudson River Park (Chair), Mailman School of Public Health (Board of Overseers), The Economic Club of New York (Member), Council on Foreign Relations (Member), Hot Bread Kitchen (Board Chair), Cold Spring Harbor Lab (Member), and New York City Ballet (Board Chair)
		Compensation
		Corporate Governance
		Environmental and Sustainability
		Legal, Regulatory and Compliance

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	Former Chairman and CEO Ernst & Young ● Chairman and CEO, Ernst & Young – 2001 to 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
James S. Turley Age: 69
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), Forest Park Forever (Board Member), and Concordance (Board Member)
		Financial Reporting
		Human Capital Management
		Legal, Regulatory and Compliance
		Risk Management

Name and Age at Record Date	Position, Principal Occupation, Business Experience and Directorships
	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 serves on the Board because of his extensive experience in the areas of International Business, Regulatory and Compliance, Financial Services, Risk Management, and Environmental and Sustainability 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, including 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 enhances the Board’s oversight of Citi’s international operations. His service on the boards of private entities engaged in addressing 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 sustainability and net zero initiatives, among others. His experience as a leader of a foreign bank in a heavily regulated industry enables 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
Casper W. von Koskull Age: 64
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)
		Environmental and Sustainability
		Financial Services
		International Business or Economics
		Legal, Regulatory and Compliance