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2021 Proxy Statement 5

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2021 Proxy Statement 5 Citigroup Inc. 2021 2021 Notice of Annual Meeting and Proxy Statement April 27, 2021 9:00 a.m. Eastern Time Virtual Annual Meeting Site: www.virtualshareholdermeeting.com/CITI2021 (Intentionally Left Blank) Citigroup Inc. 388 Greenwich Street New York, New York 10013 March 17, 2021 Dear Shareholder: We cordially invite you to attend Citi’s 2021 Annual Meeting, which will be held on Tuesday, April 27, 2021, at 9:00 a.m. Eastern Time. This year’s Annual Meeting will be held in a virtual format through a live webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/CITI2021. At the Annual Meeting, shareholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the Proxy Statement. Thank you for your support of Citi. Sincerely, John C. Dugan Chair of the Board 4 2021 Board Letter to Stockholders In our letter to you last year, we characterized Citi’s financial performance in 2019 as one of continued steady progress. In contrast, 2020 was something altogether different: a year of extreme challenges, resilient financial performance, and change. In terms of challenges, the COVID-19 pandemic first hit with full force in Financially, Citi March, with severe financial market disruption, a sharp plunge in our share “ price, and interest rates nosediving to near zero across the yield curve. demonstrated the As the world moved into varying stages of lockdown, approximately three resilience of its quarters of Citi’s global workforce – about 200,000 people – transitioned to work from home. Fueled by soaring unemployment and the prospect of post-financial crisis widespread insolvencies, the dark macroeconomic outlook contributed to a operating model: near-doubling of the company’s loan loss reserve – and a correspondingly sharp decline in profitability. To preserve capital, Citi joined other large U.S. banks in a client-centric, suspending share repurchases. And, towards the end of the year, the company entered into sweeping consent orders with U.S. regulators and was assessed a stronger, and less large civil money penalty for significant deficiencies in its risk management and risky bank…” operating controls. In the face of these challenges, Citi employees stepped up. Operationally, the company was exceptionally nimble in making work-from-home really work – prioritizing employee safety and health – while providing strong support to clients throughout our global footprint. Financially, Citi demonstrated the resilience of its post-financial crisis operating model: a client-centric, stronger, and less risky bank with a diversified earnings stream. The headwinds of lower interest rates and challenged credit card performance driven by impacted consumers were offset by the robust performance of the markets and institutional banking businesses. Total revenues for the year equaled those of the previous year. The company was profitable in every quarter, and the levels of its capital and liquidity remained strong throughout. Yearly earnings were $11 billion, with the decline from the previous year roughly equal to the year’s sharp increase in the loan loss reserve – a reserve that will be directly affected by the extent to which the economy recovers from the pandemic. And by the end of 2020, Citi’s share price had substantially recovered from its March decline. This resilient performance during the pandemic was in large measure the fruit of the multi-year strategy designed and executed under the strong leadership of our recently retired CEO, Mike Corbat. After the financial crisis, Mike worked tirelessly to change Citi into, in his words, a “simpler, safer, and stronger” banking organization. The company’s performance during the real-world stress test of COVID-19 plainly demonstrated the wisdom of that strategy. This is the heart of Mike’s legacy, along with his outspoken leadership in making Citi an industry leader on diversity, pay equity, sustainability, and community reinvestment. For all of this, the Board is deeply grateful – as we are for his 38 years of dedicated service to Citi. This leads to the last theme of 2020, which is change. In this spirit, we welcome Citi’s new CEO, Jane Fraser, whom the Board believes is ideally suited to lead Citi as it emerges from the pandemic. Jane thoroughly understands the company from her proven track record over 16 years of running different operations, including the Private Bank, U.S. Consumer and Commercial Banking, our Latin American region, and the Global Consumer Bank. She also brings to the role a keen understanding of corporate strategy both from her work at Citi and in prior positions. The Board has focused on a smooth transition for Jane as she takes the reins, and we believe that has put her in an excellent position to address the challenges facing the company. Citi 2021 Proxy Statement 5 First among these, as the consent orders described above made painfully clear, is the need to fundamentally change the company’s risk and control environment. The Board believes that this change is absolutely critical: not just to remediate deficiencies identified by regulators, but to build and deeply invest in the technological and operating backbone that Citi will sorely need to compete effectively in its much more digital future. Indeed, this Transformation – as it has rightfully been dubbed – is the predicate for Citi’s long-term strategic success; done correctly, it will produce tangible benefits for our clients and investors while at the same time strengthen the bank’s safety and soundness. Jane has fully embraced and is actively leading the Transformation, and the Board has formed its Transformation Oversight Committee to oversee and hold management accountable for its successful execution. But the Transformation is not the only change potentially on the horizon. As part of assuming her new role as CEO, Jane and her team have been undertaking a thorough review and “refresh” of Citi’s core strategy. The focus of this review is on adapting to and leading the accelerated digitization of the financial services industry, for which the Transformation will be critical. In addition, while the pandemic demonstrated Citi’s financial resilience, it also reversed a trend where the company had been narrowing the financial performance gap with its largest U.S. competitors. Part of this better financial performance of competitors was due to business models and strategies different from Citi’s, and examining these differences will also be covered by the strategy refresh. The Board supports the refresh, but will carefully consider the balance of benefits and costs before approving any changes. Finally, there is a critically important change that Citi has embraced as we move into 2021: the enhancement of our industry-leading contribution to the global effort to reduce climate change. While the company was the first U.S. bank to embrace the United Nations’ Principles for Responsible Banking, there was a felt need to do more. As a result, on her first day on the job, Jane announced Citi’s commitment to net zero greenhouse gas emissions by 2050 – applying not just to the company’s own operations, but to our core business impact as well, including our financing activities. With the full support of the Board, Citi has committed to publish its initial Net Zero by 2050 Plan within the next year. Thank you for your ongoing support of Citi. Dialogue with stockholders is a fundamental feature of a well governed organization, and we will continue to make it a priority. Please write with any concerns or suggestions to: Citigroup Inc. Board of Directors, c/o Rohan Weerasinghe, General Counsel and Corporate Secretary, 388 Greenwich Street, New York, NY 10013. Ellen M. Costello Peter B. Henry James S. Turley Grace E. Dailey S. Leslie Ireland Deborah C. Wright Barbara J. Desoer Lew W. (Jay) Jacobs, IV Alexander R. Wynaendts John C. Dugan Renée J. James Ernesto Zedillo Ponce de Leon Jane N. Fraser Gary M. Reiner Duncan P. Hennes Diana L. Taylor A WORD OF APPRECIATION Mike Corbat, who retired as CEO and from our Board in February 2021, has had a long and distinguished career with the Company. He played a critical role helping to lead us through the aftermath of the financial crisis, and drawing on his long experience as a banker, he provided wise and thoughtful oversight as a director. We thank him for his many valuable contributions. www.citigroup.com 6 (Intentionally Left Blank) 7 Notice of Annual Meeting of Stockholders Citigroup Inc. 388 Greenwich Street New York, New York 10013 Dear Stockholder: Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 27, 2021, at 9:00 a.m. Eastern Time through a virtual meeting platform. Please go to the “Register for Meeting” link at www.proxyvote.com to register for the meeting. Live audio of the Annual Meeting will be webcast at www.citigroup.com. You or your proxyholder can participate, vote, ask questions, and examine our stocklist or rules of the meeting at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2021 and using your 16-digit control number. Electronic entry to the meeting will begin at 8:45 a.m. E.T. and the meeting will begin promptly at 9:00 a.m. E.T. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CITI2021. • At the meeting, stockholders will be asked to: • 1. elect the directors listed in this proxy statement, • 2. ratify the selection of Citi ’s independent registered public accounting firm for 2021, • 3. consider an advisory vote to approve Citi ’s 2020 executive compensation, • 4. approve additional authorized shares under the Citigroup 2019 Stock Incentive Plan, • 5.
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