CITIGROUP INC (C)
Sector: Financials
2026 Annual Meeting Analysis
CITIGROUP INC · Meeting: May 20, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no overboarding, attendance, or independence concerns identified.
Independent director with no overboarding issues; Citigroup's 3-year stock return of +178.4% outperforms the peer group median of +90.8% by +87.6 percentage points, far exceeding the 65pp threshold required to trigger a against vote under the strong-positive TSR band.
Independent director with strong regulatory and bank supervision background; no overboarding or attendance concerns, and TSR performance relative to disclosed peers does not trigger an against vote.
Independent Lead Independent Director with extensive financial regulatory experience; no overboarding or attendance concerns, and peer-relative TSR does not trigger an against vote.
CEO and Chair serving as an executive director; the company's 3-year TSR of +178.4% outperforms the peer median by +87.6 percentage points, well above the 65pp threshold for the strong-positive TSR band, so the TSR trigger does not apply; no other policy flags identified.
Independent director and Compensation Committee Chair with relevant financial and investment experience; no overboarding or attendance concerns, and peer-relative TSR does not trigger an against vote.
Independent director serving on two outside boards (Nike and Analog Devices) plus Citi, which is below the four-board overboarding threshold; TSR performance relative to peers does not trigger an against vote.
Independent director with technology and business leadership experience; no overboarding or attendance concerns, and peer-relative TSR does not trigger an against vote.
Joined the board on June 16, 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; no other policy flags identified.
Independent director serving on one outside board (Hewlett Packard Enterprise) plus Citi; no overboarding or attendance concerns, and peer-relative TSR does not trigger an against vote.
Independent director serving on one outside board (Brookfield Corporation) plus Citi; no overboarding or attendance concerns, and peer-relative TSR does not trigger an against vote.
Independent Audit Committee Chair with former Ernst & Young CEO background providing strong financial expertise; serves on three outside boards (Emerson Electric, Northrop Grumman, Precigen) plus Citi, which is at but does not exceed the four-board overboarding threshold, and peer-relative TSR does not trigger an against vote.
Independent director with financial services and Nordic banking leadership experience; joined in 2023 so his tenure meaningfully overlaps the performance period, but the company's strong TSR outperformance of peers (+87.6pp vs. 65pp threshold) means the TSR trigger does not apply.
All 13 director nominees receive a FOR vote. Citigroup's 3-year total return of +178.4% outperforms the disclosed compensation peer group median of +90.8% by +87.6 percentage points, which is above the 65-percentage-point threshold required to trigger an against vote under the strong-positive TSR band. No directors are overboarded, no attendance failures were disclosed, no non-independent directors sit on the audit or compensation committees, and two newly elected directors (Cole and Moulds) are exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✗ AGAINSTCEO
Jane Fraser
Total Comp
$95,757,800
Prior Support
91%%
CEO Jane Fraser's total reported 2025 compensation of $95.8 million — comprising $42 million in regular annual pay plus a one-time special equity award reported at roughly $53.6 million in the summary compensation table (stock awards of $59.6M plus options of $28.6M, partially overlapping with the annual grant) — is far above what a reasonable benchmark for a large-cap diversified financial services CEO would support; even accounting for strong 2025 TSR performance and Citi's 3-year outperformance of peers, the absolute pay level at roughly three times peers' typical CEO pay packages crosses the policy threshold for CEO compensation. While Citi's stock performance and underlying business results are genuinely strong, and the prior say-on-pay vote was a healthy 91%, the sheer magnitude of the combined annual plus special award package — which the committee itself describes as motivated partly by retention and competitive benchmarking against peer one-time awards averaging $60.65 million on top of regular annual pay — pushes total 2025 reported CEO compensation to a level that exceeds the policy's +20% CEO individual threshold by a wide margin. The pay mix itself is acceptable (fixed salary is only $1.5M out of $95.8M total, well below the 40% fixed-pay ceiling, and over 90% of pay is equity-linked), and the prior 91% shareholder support is a positive signal, but the absolute quantum of the combined package is too high to support under policy.
Auditor Ratification
✓ FORAuditor
KPMG
Tenure
N/A
Audit Fees
$88,800,000
Non-Audit Fees
$34,500,000
Non-audit fees (audit-related fees of $31.2M plus tax fees of $3.3M, totaling $34.5M) represent approximately 39% of core audit fees ($88.8M), which is below the 50% threshold that would raise independence concerns; KPMG's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire; KPMG is a Big 4 firm appropriate for a company of Citigroup's size and complexity.
Overall Assessment
The 2026 Citigroup annual meeting presents four proposals: the full 13-director slate receives FOR votes based on strong peer-relative TSR outperformance and no governance flags; KPMG's reappointment as auditor is supported given a non-audit fee ratio well below the independence threshold. The Say on Pay vote receives an AGAINST determination because CEO Jane Fraser's combined 2025 reported compensation of $95.8 million — including a $60 million approved-value special one-time award stacked on top of $42 million in regular annual pay — exceeds the policy's CEO pay-level threshold by a substantial margin even after accounting for Citigroup's genuinely strong stock and financial performance. Proposal 4 (equity plan share authorization) falls outside the current policy scope and is placed in other proposals without a determination.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing