New York The Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. has decided to grant "stock salary" to the company's top 25, consisting of Proxy Officers and the top 20 highest compensated employees. The "stock salary" construct was originally developed by former Special Master Kenneth R. Feinberg in response to the Dodd Amendment to the Emergency Economic Stabilization Act of 2008. Although Citi is no longer subject to the Special Master's determinations, the Committee decided to grant "stock salary" again this year.
While the Department of the Treasury has stated its intention to sell its remaining shares of Citigroup common stock by the end of the year, the Dodd Amendment applies to compensation for executives at Citi while the government is a shareholder. The Amendment provides that incentive pay granted to the top 25 executives comprise no more than 1/3 of the employee's overall compensation for a given year. Granting "stock salary" now to the top 25 allows the Committee to decide on the appropriate incentive compensation for 2010 at the end of the year, as it has traditionally done.
Among those members of the top 25 executives granted "stock salary" are Proxy Officers John C. Gerspach, Chief Financial Officer, Edward J. Kelly, III, Vice Chairman, John Havens, Chief Executive Officer, Institutional Clients Group, Manuel Medina-Mora, Chief Executive Officer, Consumer Banking for the Americas and Chairman of the Global Consumer Council, and Alberto J. Verme, Chief Executive Officer, Europe, Middle East and Africa, as well as William Mills, Chief Executive Officer, Europe, Middle East and Africa.
Chief Executive Officer Vikram S. Pandit informed the Board he would not accept additional compensation above his $1 salary for 2010.
Citigroup Chairman Richard D. Parsons said "The Board is very pleased with the progress that the management team is making in restoring Citi to profitability. Although we respect Vikram's decision again to decline salary or an incentive award for 2010, we believe that his performance would merit a different outcome. He has worked tirelessly to put Citi back on the right track, spearheading a restructuring that has returned the company to profitability. Vikram's decision is admirable but, beginning in 2011, the Board intends to compensate Vikram commensurate with the job of CEO of Citi."
Citi today filed an 8-K with the United States Securities and Exchange Commission reflecting these compensation actions regarding the Proxy Officers and will be available at http://www.sec.gov/edgar.shtml. A Form 4 regarding Mr. Mills, a 16(b) Officer, will also be filed at a later date.
Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Through Citicorp and Citi Holdings, Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com or www.citi.com.