Citigroup Inc. Notice of Annual Meeting and Proxy Statement: April 21, 2020

2020 Citigroup Inc.
Notice of Annual Meeting

and Proxy Statement
April 21, 2020
Annual Meeting Location:

George R. Brown Convention Center
1001 Avenida de las Americas
Houston, Texas 77010
Citigroup Inc.
388 Greenwich Street
New York, New York 10013
March 11, 2020
Dear Shareholder:
We cordially invite you to attend Citi’s 2020 Annual Meeting. The Annual
Meeting will be held on Tuesday, April 21, 2020, at 9:00 a.m. at the George
R. Brown Convention Center, 1001 Avenida de las Americas, Houston,
Texas 77010. Directions to the Annual Meeting location are provided in
the Proxy Statement.
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
020 Board Letter to

2
Stockholders
In our letter to you last year, we described Citi’s financial performance in
2018 as best captured by the phrase “steady progress,” and we used that
same term to describe our goal for the company in 2019. We are pleased
to report that, by nearly every significant financial metric, that goal was
“Despite
again achieved. Despite some very significant external challenges – most
some very notably decreased interest rates and significant trade disruptions – 2019
was Citi’s most profitable year since 2006, with net income increasing by
significant external $1.4 billion; earnings per share were up more than 20%; underlying revenue
challenges – most growth exceeded 4% in constant dollars across both the company’s Consumer
and Institutional franchises; and total expenses were essentially flat, thereby
notably decreased generating continued positive operating leverage. Importantly, the financial
interest rates and metric we emphasized most in last year’s letter – return on tangible common
equity – improved by 120 basis points to 12.1%, exceeding the company’s target of
significant trade 12%. And Citi’s Total Shareholder Return (TSR) was best among its peers in 2019,
disruptions – 2019 although that same metric has declined in 2020, as it has for other large banks,
due to the sharp decline in markets caused by the Coronavirus.
was Citi’s most
profitable year For 2020, the Board looks forward to continued steady progress in Citi’s financial
”
performance, although that will obviously be impacted by the very real challenges
since 2006… of continued lower interest rates; the expectations of lower global growth resulting
from the Coronavirus and other factors; and the need for continued investments in
key businesses, infrastructure, compliance, and controls.
With respect to regulatory matters, Citi again achieved a successful result in the
Federal Reserve’s annual Comprehensive Capital Analysis and Review (CCAR),
resulting in a return of capital to common shareholders of $22.3 billion during
the calendar year, while maintaining levels of capital and liquidity well in excess of
minimum requirements. In addition, the Federal Reserve and the Federal Deposit
Insurance Corporation once again determined that the company’s Resolution Plan had
no deficiencies, although we did receive one shortcoming, as did several other large
banks, related to governance mechanisms. More broadly, the Board remains deeply
focused on Citi making substantial progress towards the termination of outstanding
enforcement orders and on other remediation projects, recognizing and expecting that
this progress will continue to require a substantial commitment of time and resources by
both management and the Board.
The Board takes a very active role in overseeing the critical process for talent development
and succession planning. In this context we oversaw a number of important changes that
Citi made in its senior management ranks in 2019, including among others the elevation of
Jane Fraser to President of Citi and CEO of Global Consumer Banking; Paco Ybarra to CEO of
the Institutional Clients Group; and Mark Mason to Chief Financial Officer. The Board believes
that the smooth transition to this next generation of leadership will serve the company very
well in the coming years.
Also in 2019, Citi took a strong leadership role on several environmental, social, and
governance issues of real importance. For example, on sustainability, the company was the
first major U.S. bank to endorse the United Nations’ Principles for Responsible Banking, thereby
agreeing to work to align Citi’s business practices with the UN’s Sustainable Development Goals
and the Paris Agreement. On housing affordability, Citi ranked first among U.S. financiers for
the 10th year in a row. And on diversity and inclusion, the company once again embraced “radical
Citi 2020 Proxy Statement

5
transparency” by being the first U.S. company to disclose how the gaps in representation at
the higher levels of our firm between women and men and between U.S. minorities and U.S.
non-minorities result in pay gaps for those groups. The purpose of publicly disclosing these
“raw pay gaps” is to keep pressure on Citi to continue to do more to reduce such gaps over time
– as the firm has already begun to do. The Board fully supported each of these measures.
Finally, as of this writing, Citi, like companies all over the world, faces the growing
challenges presented by the spread of the Coronavirus. Rest assured that the company
and your Board are keenly engaged and taking appropriate measures to address these
extraordinary circumstances.
Thank you for your ongoing support of Citi. Dialogue with shareholders 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.
Michael L. Corbat Peter B. Henry Diana L. Taylor

Ellen M. Costello S. Leslie Ireland James S. Turley
Grace E. Dailey Lew W. (Jay) Jacobs, IV Deborah C. Wright
Barbara J. Desoer Renée J. James Alexander R. Wynaendts
John C. Dugan Eugene M. McQuade Ernesto Zedillo Ponce de Leon
Duncan P. Hennes Gary M. Reiner
A WORD OF APPRECIATION
Gene McQuade, who will be retiring from our Board in April, has had a
long and distinguished career with the company. Beginning in 2009,
he served in management as CEO of Citibank, N.A. and later Vice
Chairman of Citigroup; and for the last five years he has served on our
Board, most recently as Chair of the Risk Management Committee.
Gene played a critical role in helping to lead the company 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.
Dear Stockholder:
Citi’s Annual Stockholders’ Meeting will be held on Tuesday, April 21, 2020, at 9:00 a.m. at the George R. Brown Convention
Center, 1001 Avenida de las Americas, Houston, Texas 77010. Directions to the 2020 Annual Meeting location are provided on
pages 131 and 132 of this Proxy Statement. If you wish to attend the meeting in person, you will need to obtain an admission
ticket in advance. Please go to the “Register for Meeting” link at www. proxyvote.com to print your admission ticket. Live
audio of the Annual Meeting will be webcast at www.citigroup.com. Depending on concerns about the Coronavirus or
COVID-19, we might hold a Virtual Annual Meeting instead of holding the meeting in Texas. The Company would publicly
announce a determination to hold a Virtual Annual Meeting in a press release available at www.citigroup.com as soon as
practicable before the meeting. In that event, the 2020 Annual Meeting of Stockholders would be conducted solely virtually,
on the above date and time, via live audio webcast. You or your proxyholder could participate, vote, and examine our stocklist
at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CITI2020 and using your 16-digit control
number, but only if the meeting is not held in Texas.
• 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 2020,
• 3. consider an advisory vote to approve Citi’s 2019 executive compensation,
• 4. approve additional authorized shares under the Citigroup 2019 Stock Incentive Plan,
• 5. act on certain stockholder proposals, and
• 6. consider any other business properly brought before the meeting, or any adjournment or postponement
thereof, by or at the direction of the Board of Directors.
Citi has utilized the Securities and Exchange Commission rule allowing companies to furnish proxy materials to its
stockholders over the Internet. This process allows us to expedite our stockholders’ receipt of proxy materials, lower
the costs of distribution, and reduce the environmental impact of our 2020 Annual Meeting.
In accordance with this rule, on or about March 11, 2020, we sent to those current stockholders who were
stockholders at the close of business on February 24, 2020, a notice of the 2020 Annual Meeting containing a
Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our
Proxy Statement and Annual Report and vote online. If you received a Notice and would like to receive a printed
copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the
instructions for requesting such materials included in the Notice.
By order of the Board of Directors,
Rohan Weerasinghe
Corporate Secretary
March 11, 2020
www.citigroup.com
8

9
Contents
PROXY STATEMENT HIGHLIGHTS 10 PROPOSAL 2: RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC
ENVIRONMENTAL, SOCIAL AND
ACCOUNTING FIRM 72
GOVERNANCE (ESG) HIGHLIGHTS 13
PROPOSAL 3: ADVISORY VOTE TO APPROVE
ABOUT THE 2020 ANNUAL MEETING 16
CITI’S 2019 EXECUTIVE COMPENSATION 74
CORPORATE GOVERNANCE 21 Compensation Discussion and Analysis 74
Corporate Governance Materials The Personnel and Compensation
Available on Citi’s Website 22 Committee Report 99
Annual Report 22 2019 Summary Compensation Table and
Corporate Governance Guidelines 22 Compensation Information 100
Director Independence 24 Management Analysis of Potential Adverse
Meetings of the Board of Directors Effects of Compensation Plans 111
and Committees 28 CEO Pay Ratio 112
Meetings of Non-Management Directors 28
PROPOSAL 4: APPROVAL OF ADDITIONAL
Board Leadership Structure 28 AUTHORIZED SHARES UNDER THE
Board Diversity 29 CITIGROUP 2019 STOCK INCENTIVE PLAN 114
Director Education Program 29
Board Self-Assessment Process 30 STOCKHOLDER PROPOSALS 123
Board’s Role in Risk Oversight 31 Submission of Future Stockholder Proposals 130
Committees of the Board of Directors 32 Cost of Annual Meeting and Proxy Solicitation 130
Involvement in Certain Legal Proceedings 38 Householding 130
Certain Transactions and Relationships, Directions to 2020 Annual Meeting Location 131
Compensation Committee Interlocks, ANNEX A 133
and Insider Participation 38 Additional Information Regarding Proposal 3 133
Indebtedness 40 Glossary 133
Citi’s Hedging Policies 41 Citigroup – Financial Scorecard Metric Details
Business Practices Committees 41 and Adjusted Results Reconciliations 134
Ethics, Conduct and Culture 41
ANNEX B 136
Code of Ethics for Financial Professionals 42
Ethics Hotline 43 Citigroup 2019 Stock Incentive Plan (as amended
and restated as of April 21, 2020, subject to
Code of Conduct 43
stockholder approval) 136
Communications with the Board 43
STOCK OWNERSHIP 44
PROPOSAL 1: ELECTION OF DIRECTORS 46
Director Criteria and Nomination Process 46
Director Qualifications 47
The Nominees 51
Directors’ Compensation 67
AUDIT COMMITTEE REPORT 71
www.citigroup.com
10
Proxy Statement Highlights

Voting Items
Proposal 1: Election of Directors (Pages 46-70)
The Board recommends you vote FOR each nominee
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (Pages 72-73)
The Board recommends you vote FOR this proposal
Proposal 3: Advisory Vote to Approve Citi’s 2019 Executive Compensation (Pages 74-113)
Proposal 4: Approval of Additional Authorized Shares under the Citigroup 2019 Stock Incentive Plan (Pages 114-122)
Stockholder Proposals 5-7 (Pages 123-129)
The Board recommends you vote AGAINST each of the stockholder proposals
Meeting and Board and Corporate Governance

Voting Information Highlights
Date and Time Summary of Director Nominees
April 21, 2020, 9:00 a.m. 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
Place individuals with the skills and backgrounds necessary to oversee Citi’s
George R. Brown efforts on delivering sustainable, client-led revenue growth while
Convention Center, operating within a complex financial and regulatory environment.
1001 Avenida de las
Americas, Independence
Houston, TX 77010 1 Non-Independent Director
1 Executive Director
Record Date
February 24, 2020 88% of our Board Nominees
14 Independent
are Independent.
Directors
Voting
Stockholders as of the
record date are entitled Board Refreshment
to vote. Each share of >7 YEARS
common stock is entitled 3 Directors The average board tenure of
to one vote for each
Director nominee and
our nominees is 5 years
4-7 YEARS and only two nominees have
one vote for each of the 6 Directors
other proposals to be served for more than 10 years.
voted on. There have been 10 new
<4 YEARS Directors elected within the
7 Directors
last 5 years, and three over the
Admission Procedures last year.
You must register to Diversity
attend Citi’s 2020 Women Minority Citi’s Board is committed to
Annual Meeting. Please ensuring that it is composed of
go to the “Register for
individuals whose backgrounds
Meeting” link at
www.proxyvote.com
reflect the diversity
44% 19%
to register and print represented by our employees,
your admission ticket. customers, stockholders, and
stakeholders.
7 Nominees 3 Nominees

Proxy Statement Highlights 11
Director Nominees
Citi Committee Memberships
Name and Director Principal Occupation and Other Current
Primary Qualifications Age Since Public Company Directorships A ECC E NGP OT PC RM
Michael L. Corbat 59 2012 Chief Executive Officer, Citigroup Inc.
Ellen M. Costello 65 2016 Former President and CEO, BMO Financial

Corporation, and Former U. S. Country Head,
BMO Financial Group
Board: Diebold Nixdorf, Inc.
Grace E. Dailey 59 2019 Former Senior Deputy Comptroller for Bank
Supervision Policy and Chief National Bank
Examiner, Office of the Comptroller of the Currency
Barbara J. Desoer 67 2019 Chair, Citibank, N.A.
Board: DaVita Inc.
John C. Dugan 64 2017 Chair, Citigroup Inc.
Duncan P. Hennes 63 2013 Co-Founder and Partner, Atrevida Partners, LLC

Board: RenaissanceRe Holdings Ltd.
Peter B. Henry 50 2015 Dean Emeritus and W. R. Berkley Professor of

Economics and Finance, New York University,
Leonard N. Stern School of Business
Board: Nike, Inc.
S. Leslie Ireland 60 2017 Former Assistant Secretary for Intelligence and
Analysis, U.S. Department of the Treasury, and
National Intelligence Manager for Threat Finance,
Office of the Director of National Intelligence
Lew W. (Jay) Jacobs, IV 49 2018 Former President and Managing Director, Pacific
Investment Management Company LLC (PIMCO)
Renée J. James 55 2016 Chair and CEO, Ampere Computing, and

Operating Executive, The Carlyle Group
Boards: Oracle Corporation, Sabre Corporation,
and Vodafone Group Plc
Gary M. Reiner 65 2013 Operating Partner, General Atlantic LLC
Board: Hewlett Packard Enterprise Company
Diana L. Taylor 65 2009 Former Superintendent of Banks, State of

New York
Board: Brookfield Asset Management
James S. Turley 64 2013 Former Chairman and CEO, Ernst & Young
Boards: Emerson Electric Co., Northrop Grumman
Corporation, and Precigen, Inc.
Deborah C. Wright 62 2017 Former Chairman, Carver Bancorp, Inc.

Alexander R. Wynaendts 59 2019 Chief Executive Officer and Chairman
of the Executive Board, Aegon NV
Board: Air France KLM
Ernesto Zedillo 68 2010 Director, Center for the Study of Globalization and
Ponce de Leon Professor in the Field of International Economics
and Politics, Yale University
Board: Alcoa Corp.
Qualifications
Compensation committee member

Institutional Business
committee chair
Consumer Business and
International Business or Economics A Audit
Financial Services
ECC Ethics, Conduct and Culture
Corporate Affairs Legal Matters
E Executive
Corporate Governance Operations and Technology NGP Nomination, Governance and
Public Affairs
Financial Reporting Regulatory and Compliance OT Operations and Technology
PC Personnel and Compensation
Human Capital Management Risk Management RM Risk Management
www.citigroup.com
12 Proxy Statement Highlights
Corporate Governance Highlights

Citi is active in ensuring its governance practices are at the leading edge of best practices. Highlights include:
Alignment with Stockholders Compensation Governance Adherence to Corporate

Governance Best Practices
• In December 2019, the Board • In 2019, Citi was the first U.S. • Citi’s Board includes
of Directors lowered the company to publicly disclose our an Ethics, Conduct and
threshold for stockholders to unadjusted or “raw” pay gap for Culture Committee
call a Special Meeting from women and U.S. minorities; see • Members of Citi’s Board of
20% to 15% page 79 of this Proxy Statement Directors and Citi’s executive
• Citi provides Proxy Access to for further information officers are not permitted to
eligible stockholders, which • Emphasize pay-for- hedge their Citi securities or to
gives them the right to include performance alignment pledge their Citi securities as
their own Board nominees in • Majority of total compensation collateral for a loan; see Citi’s
the Company’s proxy materials based on performance Hedging Policies on page 41 of
• Stockholders have the right to • The Personnel and Compensation this Proxy Statement
act by written consent Committee retains an independent • Citi’s Nominees for Director
• Citi has an independent Chair; compensation consultant include seven women and
if there is no independent • Clawback policies for employees three minorities
Chair of the Board, the • Executive officers and Directors • Ongoing Board refreshment,
Board will appoint a Lead are required to retain at least with new independent
Independent Director 75% of the equity awarded to Directors added in 2015, 2016,
• Majority vote standard for them as incentive compensation 2017, 2018, and 2019
uncontested Director elections as long as they serve as • Citi was listed in Newsweek
• No super-majority executive officers or Directors, as one of America’s Most
vote provisions in our respectively; executive officers Responsible Companies
governing instruments are required to retain 50% of 2020 — #7 overall and #1
such equity awards for one year Financial Services Company
following the termination of • Citi‘s CEO signed the Business
their employment Roundtable’s Statement on
the Purpose of a Corporation
in 2019 reaffirming our
commitment to create value for
all of our stakeholders
• Citi appointed a Chief
Sustainability Officer in
September 2019

Environmental, Social and Governance (ESG) Highlights 13
Our Investor Engagement Program*
Summer
Members of senior management communicate with investors regarding votes at the Annual
Meeting and other governance issues.
Fall
Members of the Board and senior management conduct calls with investors for input on a
variety of governance, human capital management, compensation, and environmental and
social matters, including climate risk.
Winter
Senior management continues to conduct engagement calls with investors regarding
governance, human capital management, compensation, and environmental and social
matters. The Board reviews shareholder feedback from these conversations.
Spring
Members of the Board and senior management conduct conversations with our
investors in advance of the Annual Meeting to provide an opportunity for discussion of
compensation, management and stockholder proposals, and other governance and
annual meeting matters.
Annual Stockholders’ Meeting

* In the period following the 2019 Annual Meeting and prior to the issuance of the 2020 Proxy Statement, Citi engaged with
investors regarding, among other topics, the following: executive compensation, human capital management including
diversity and inclusion and gender pay equity, climate change risk and disclosure including our work in response to the Task
Force on Climate-related Financial Disclosures (TCFD) recommendations, human rights, Board refreshment and governance,
and certain stockholder proposals. For information about our engagement efforts in advance of the 2020 Annual Meeting,
please see pages 76-78 in this Proxy Statement.
Environmental, Social and

Governance (ESG) Highlights
ESG and Sustainability Governance at Citi
Three Board-level committees have oversight responsibility for ESG and sustainability-related activities. The full
Board also receives reporting on these topics. Management organizations help drive activities and provide strategic
guidance and senior-level review on ESG and sustainability topics.
Board of Directors Senior Management

Nomination, • Global Sustainability
Governance and Public Ethics, Conduct and Risk Management Steering Committee
Affairs Committee Culture Committee Committee • Climate Risk Working Group
• Business Practices
Oversees programs Oversees management’s Reviews Citi’s risk Committees
and company policies efforts to reinforce and appetite framework, • Sustainability & ESG,
and procedures that enhance a culture of ethics including reputational risk Environmental and Social
impact ESG and sustainability throughout the firm appetite, and reviews and Risk Management and
including climate change, approves key risk policies, Community Investing Teams
human rights, community including those focused
investment, supplier diversity on environmental and
and other issues; reviews social risk
engagement with major
external stakeholders;
reviews corporate
governance best practices;
and provides oversight of
business practices
www.citigroup.com
14 Environmental, Social and Governance (ESG) Highlights
Sustainability Framework
Our Sustainable Progress Strategy focuses on Climate Change, Sustainable Cities, and People and Communities,
with our sustainability activities organized under three primary pillars:
Environmental Environmental & Operations &

Finance Social Risk Supply Chain
Management (ESRM)
$100 Billion Environmental Collaborating with our clients to Managing our global facilities and
Finance Goal focused on manage environmental and social supply chain to minimize direct
financing environmental and risks and impacts associated with impact, reduce costs, and reflect
climate solutions financed client activities best practices
Sustainable Progress Performance Highlights* — 2019

Financed and facilitated Co-developed the POSEIDON
Reached 86% of our
$68.6B, exceeding PRINCIPLES to PROMOTE
goal of 100% RENEWABLE
our $100 BILLION REDUCTION of the SHIPPING
industry‘s GHG EMISSIONS by
ELECTRICITY for our global
ENVIRONMENTAL FINANCE facilities by 2020
GOAL ($164B from 2014-2019) 50% by 2050
Collaborated with 100+ global

Appointed CITI’S first CHIEF banks on EQUATOR PRINCIPLES Achieved 2020 OPERATIONAL
SUSTAINABILITY OFFICER UPDATE (EP4) that enhances FOOTPRINT GOALS early
to elevate ESG issues across banks’ COMMITMENT to for ENERGY, WASTE, and
the firm INDIGENOUS PEOPLES, WATER reduction
CLIMATE, and BIODIVERSITY
The Principles for Responsible Banking

The Principles for Responsible Banking is a set of six principles that provide a framework to achieve a sustainable
banking system. The Principles were launched by 130 banks from 49 countries in September 2019. Being
a signatory to the Principles reaffirms Citi’s commitment to a sustainable financial system that positively
contributes to society.
Implementing the TCFD Recommendations

Citi adopted the Task Force on Climate-related Financial Disclosures (TCFD) recommendations in 2017, published our
first TCFD report, Finance for a Climate Resilient Future**, in 2018, and continued to implement and raise awareness
of the recommendations internally in 2019. Citi participates in financial industry collaborations to develop and pilot
new methodologies for climate scenario analyses and approaches for measuring, assessing, and managing the
potential financial risks of climate change. Citi also actively engages with regulators, clients, and other stakeholders
on climate risk and sustainable finance, and closely monitors regulatory developments on these topics.
ESG Ratings
• CDP A List 2019 — Climate Leader
• MSCI score of BB
• Inclusion in DJSI North America Index
* For more information about our environmental and social policies, please see Citi’s Environmental and Social Policy
Framework at www.citigroup.com/citi/sustainability/data/Environmental-and-Social-Policy-Framework.pdf.
** www.citigroup.com/citi/sustainability/data/finance-for-a-climate-resilient-future.pdf

Environmental, Social and Governance (ESG) Highlights 15
Guiding Principles
We are guided by a commitment to drive positive social and environmental impact through our products and
services and our work with our clients. Citi Foundation’s philanthropic investments and the time and talent of our
employees complement these efforts, catalyzing innovation for communities in a way that can be brought to scale.
Executing a business Taking a stand on Reporting transparently

model that adds issues that matter and and learning
value to society driving solutions through dialogue
Maintaining a focus on Catalyzing innovation through

ethical decision-making and strategic philanthropy and
responsible business practices employee engagement
Social Performance Highlights – 2019
Provided more than Supported local communities

around the world with Launched a $150 MILLION
$6 BILLION in loans
for AFFORDABLE HOUSING CHARITABLE GIVING FUND to invest in socially
PROJECTS in the U.S., making of $70 MILLION. The minded startups and companies
us the #1 AFFORDABLE CITI FOUNDATION made that strive to have a POSITIVE
HOUSING lender for the charitable grants of more IMPACT ON SOCIETY (2020)
10TH YEAR in a row
than $76.4 MILLION
Engaged 120,000 CITI

VOLUNTEERS in projects Citi Foundation, through Continued TRANSPARENCY
in more than 400 CITIES PATHWAYS TO PROGRESS, of our PAY EQUITY results and
across 90 COUNTRIES AND invested $194 MILLION to DIVERSITY AND INCLUSION
TERRITORIES as part of tackle youth employment globally efforts across the firm; see
annual day of service, GLOBAL (2014–2019) page 79 for further information
COMMUNITY DAY
Recognition
• International Climate Reporting Award — French Environment and Energy Management Agency and the French
Ministry for Ecological and Inclusive Transition
• Civic 50 — Recognized as one of the most community-minded companies in the U.S.
• America’s Most Responsible Companies 2020 — Newsweek #7 overall and #1 financial services company
• 100% Score: Corporate Equality Index — Human Rights Campaign
• 2020 Bloomberg Gender-Equality Index
The UN Sustainable Development Goals: Citi Priorities

The United Nations Sustainable Development Goals (SDGs) are a set of 17 global development goals for 2030. While our
activities have an impact on all of the goals, Citi is focused on seven SDGs where our core business and key initiatives can
have the greatest impact. We highlight those efforts in our external reporting, including in our annual ESG Report and in
a standalone report, entitled Banking on 2030: Citi & the Sustainable Development Goals.
www.citigroup.com
16
About the 2020 Annual Meeting

Q: Who is soliciting my vote?
A: The Board of Directors of Citigroup Inc. is soliciting your vote at the 2020 Annual Meeting of Citi’s
stockholders.
Q: Where and when will the 2020 Annual Meeting take place?
A: The Annual Meeting is scheduled to begin at 9:00 a.m. on April 21, 2020 at the George R. Brown
Convention Center, 1001 Avenida de las Americas, Houston, Texas 77010. Directions to the 2020 Annual
Meeting location are provided on pages 131-132 of this Proxy Statement. Live audio of the 2020 Annual
Meeting will be webcast at www.citigroup.com.
Why did I receive a one-page Notice in the mail regarding the Internet availability
Q: of proxy materials this year instead of a full set of proxy materials?
A: Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we have elected to mail to
many of our stockholders a Notice of Internet Availability of Proxy Materials (Notice) instead of a paper
copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the
proxy materials over the Internet and receive a paper copy of the proxy materials by mail on request.
Instructions on how to access the proxy materials over the Internet or to request a paper copy may be
found in the Notice. In addition, the Notice contains instructions on how you may access proxy materials
in printed form by mail or electronically on an ongoing basis. This process has allowed us to expedite our
stockholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental
impact of our 2020 Annual Meeting.
Why didn’t I receive a Notice in the mail about the Internet availability of the
Q: proxy materials?
A: We are providing some of our stockholders, including stockholders who have previously asked to receive
paper copies of the proxy materials and some of our stockholders who are living outside of the United
States, with paper copies of the proxy materials instead of a Notice. In addition, we are providing a Notice
by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically.
Those stockholders should have received an e-mail containing a link to the website where those materials
are available and a link to the proxy voting website.
Q: How can I access Citi’s proxy materials and Annual Report electronically?
A: This Proxy Statement and the 2019 Annual Report are available on Citi’s website at www.citigroup.com.
Click on “About Us,” then “Corporate Governance.” Most stockholders can elect not to receive paper copies
of future Proxy Statements and Annual Reports and can instead view those documents on the Internet.
Information on or connected to our website (or the website of any third party) referenced in this Proxy
Statement is in addition to and not a part of or incorporated by reference into this Proxy Statement.
If you are a stockholder of record, you can choose this option and save Citi the cost of producing and mailing
these documents by following the instructions provided when you vote over the Internet. If you hold your Citi
stock through a bank, broker, or other holder of record, please refer to the information provided by that entity
for instructions on how to elect not to receive paper copies of future Proxy Statements and Annual Reports.
If you choose not to receive paper copies of future Proxy Statements and Annual Reports, you will receive
an e-mail message next year containing the Internet address to use to access Citi’s Proxy Statement and
Annual Report. Your choice will remain in effect until you tell us otherwise or until your consent is deemed
to be revoked under applicable law. You do not have to elect Internet access each year. To view, cancel, or
change your enrollment profile, please go to www.InvestorDelivery.com.

About the 2020 Annual Meeting 17
Q: What will I be voting on?
A: • Election of Directors (see pages 46-70).

• Ratification of KPMG as Citi’s independent registered public accounting firm for 2020 (see pages 72-73).
• An advisory vote to approve Citi’s 2019 executive compensation (see pages 74-113).
• Approval of additional authorized shares under the Citigroup 2019 Stock Incentive Plan (see pages 114-122).
• Three stockholder proposals (see pages 123-129).
An agenda will be distributed at the meeting.
Q: How many votes do I have?
A: You will have one vote for every share of Citi common stock you owned on February 24, 2020 (the record date).
Q: How many votes can be cast by all stockholders?
A: 2,098,207,727, consisting of one vote for each of Citi’s shares of common stock that were outstanding on
the record date. There is no cumulative voting.
Q: How many votes must be present to hold the meeting?
A: To constitute a quorum to transact business at the 2020 Annual Meeting, the holders of a majority of the votes
that can be cast, or 1,049,103,865 shares, must be present or represented by proxy at the Annual Meeting.
We urge you to vote by proxy even if you plan to attend the Annual Meeting, so that we will know as soon as
possible that enough votes will be present for us to hold the Annual Meeting. Persons voting by proxy will be
deemed present at the meeting even if they abstain from voting on any or all of the proposals presented for
stockholder action. Shares held by brokers who vote such shares on any proposal will be counted as present
for purposes of establishing a quorum, and shares treated as broker non-votes for one or more proposals will
nevertheless be deemed present for purposes of constituting a quorum for the Annual Meeting.
Q: Does any single stockholder control 5% or more of any class of Citi’s voting stock?
A: Yes, there are two stockholders that each control more than 5%. According to a Schedule 13G Information
Statement filed by BlackRock, Inc. and certain subsidiaries (BlackRock) on February 10, 2020, BlackRock
may be deemed to beneficially own 7.3% of Citi’s common stock. According to a Schedule 13G Information
Statement filed by The Vanguard Group, Inc. (Vanguard) on February 12, 2020, Vanguard may be deemed
to beneficially own 8.19% of Citi’s common stock.
For further information, see Stock Ownership — Owners of More than 5% of Citi Common Stock on page 45
in this Proxy Statement.
Q: How do I vote?
A: You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, stockholders have
a choice of voting over the Internet, by QR code, by phone, or by using a traditional proxy card by mail or
in person.
Vote by Internet Vote by QR Code Vote by Phone Vote by Mail Vote in Person
Go to www.proxyvote.com. You can scan this QR Call the number on Send the completed See the instructions
You will need the 16-digit code to vote your proxy your proxy card or the and signed proxy card below regarding
number included in card. You will need number on your voter or voter instruction attendance at the
your proxy card, voter the 16-digit number instruction form. You form to the address Annual Meeting.
instruction form, or included in your will need the 16-digit on your proxy
Notice. proxy card, voter number included card or voter
instruction form, in your proxy instruction
or Notice. card or voter form.
instruction
form.
www.citigroup.com
18 About the 2020 Annual Meeting
To reduce our administrative and postage costs, we ask that you vote using the Internet, by telephone,
by mobile phone, or by QR code, all of which are available 24 hours a day. To ensure that your vote is
counted, please remember to submit your vote by 11:59 p.m. ET on April 20, 2020. If you hold your
shares in a Citi employee benefit plan, please submit your vote by the date indicated on your proxy card.
If you are a record holder of Citi common stock, you may attend the 2020 Annual Meeting and vote in
person. If you want to vote in person at the Annual Meeting, and you hold your Citi common stock through
a securities broker (that is, in “street name”), you must obtain a proxy from your broker and bring that
proxy to the Annual Meeting.
Q: How do I get a printed proxy card?
A: If you received a Notice instead of the printed materials, there are three ways you may request a proxy
card and a full set of materials at no charge. In all three examples you will need the 16-digit Control
Number printed on the Notice.
Requesting a proxy card

By telephone: 1-800-579-1639;
By Internet: www.proxyvote.com; or
By e-mail: [email protected] (send a blank e-mail with the 16-digit Control Number in the
subject line).
Q: Can I change my vote?
A: Yes. Just send in a new proxy card or voter instruction form with a later date, cast a new vote by
telephone or Internet, or send a written notice of revocation to Citi’s Corporate Secretary, Rohan
Weerasinghe, at 388 Greenwich Street, New York, New York 10013. If you attend the 2020 Annual Meeting
and want to vote in person, you can request that your previously submitted proxy not be used. To ensure
that your vote is counted, please remember to submit your vote by 11:59 p.m. ET on April 20, 2020.
Q: What if I don’t vote for some of the matters listed on my proxy card?
A: If you return a signed proxy card without indicating voting instructions, your shares will be voted in
accordance with the Board’s recommendation FOR the nominees listed on the card, FOR KPMG as
independent registered public accounting firm for 2020, FOR Citi’s 2019 executive compensation, FOR an
amendment to the Citigroup 2019 Stock Incentive Plan for the approval of additional authorized shares,
and AGAINST the stockholder proposals. If you only vote for certain matters, the remaining matters will
be voted as set forth above. See also “Could other matters be decided at the 2020 Annual Meeting?”
Can my shares held in street name be voted if I don’t return my voter instruction
Q: card and don’t attend the 2020 Annual Meeting?
A: If you don’t vote your shares held in street name, your broker can vote your shares on matters that the
New York Stock Exchange (NYSE) has ruled discretionary.
Discretionary Items. KPMG’s appointment is a discretionary item. NYSE member brokers who do not
receive instructions from beneficial owners may vote on this proposal as follows: (i) a Citi affiliated
member is permitted to vote your shares in the same proportion as all other shares are voted with
respect to this proposal, and (ii) all other NYSE member brokers are permitted to vote your shares at
their discretion.
Non-discretionary Items. Brokers will not be able to vote your shares on the election of Directors, the
advisory vote to approve Citi’s 2019 executive compensation, the amendment to the Citigroup 2019 Stock
Incentive Plan for the approval of additional authorized shares, and the stockholder proposals, if you fail
to provide instructions. Generally, broker non-votes occur on a matter when a broker is not permitted to
vote on that matter without instructions from the beneficial owner and instructions are not given.
If your shares are registered directly in your name, not in the name of a bank or broker, you must vote
your shares or your vote will not be counted. Please vote your proxy so your vote can be counted.
About the 2020 Annual Meeting 19
If I hold shares through Citigroup’s employee benefit plans and do not provide
Q: voting instructions, how will my shares be voted?
A: If you hold shares of common stock through Citigroup’s employee benefit plans or stock incentive plans
and do not provide voting instructions to the plans’ trustees or administrators, your shares will be voted in
the same proportion as the shares beneficially owned through such plans for which voting instructions are
received, unless otherwise required by law.
What vote is required, and how will my votes be counted, to elect Directors and to
Q: adopt the other proposals?
A: The following chart describes the proposals to be considered at the meeting, the vote required to elect
Directors and to adopt each of the other proposals, and the manner in which votes will be counted:
Effect of
Vote Required to Adopt Effect of “Broker
Proposal Voting Options the Proposal Abstentions Non-Votes”(1)
Election of For, against, A nominee for Director will No effect No effect
Directors or abstain on be elected if the votes cast
each nominee for such nominee exceed
the votes cast against such
nominee.
Ratification For, against, or The affirmative vote of a Treated as Brokers have
of KPMG abstain majority of the shares of votes against discretion to
common stock represented vote
at the Annual Meeting and
entitled to vote thereon.
Advisory vote For, against, or The affirmative vote of a Treated as No effect
to approve Citi’s abstain majority of the shares of votes against
2019 executive common stock represented
compensation at the Annual Meeting and
Approval of For, against, or The affirmative vote of a Treated as No effect
additional abstain majority of the shares of votes against
authorized shares common stock represented
under the Citigroup at the Annual Meeting and
2019 Stock entitled to vote thereon.
Incentive Plan
Three stockholder For, against, or The affirmative vote of a Treated as No effect
proposals abstain majority of the shares of votes against
common stock represented
at the Annual Meeting and
(1) A broker non-vote generally occurs when a broker is not permitted to vote on a matter without instructions from a
customer having beneficial ownership in the securities and has not received such instructions. Broker non-votes will
not be counted as shares entitled to vote on the relevant proposal.
If a nominee for Director is not re-elected by the required vote, he or she will remain in office until a
successor is elected and qualified or until his or her earlier resignation or removal. Citi’s By-laws provide
that in the event a Director nominee is not re-elected, such Director shall offer to resign from his or her
position as a Director. Unless the Board decides to reject the offer or to postpone the effective date of the
offer, the resignation shall become effective 60 days after the date of the election.
The result of the votes on an advisory vote on Citi’s 2019 executive compensation is not binding on the
Board, whether or not the resolution is passed under the voting standards described above. In evaluating
the stockholder vote on the advisory resolution, the Board will consider the voting results in their entirety.
www.citigroup.com
20 About the 2020 Annual Meeting
Q: Is my vote confidential?
A: In 2006, the Board adopted a confidential voting policy as part of its Corporate Governance Guidelines.
Under the policy, except as necessary to meet applicable legal requirements or as otherwise described
below, all votes, whether submitted by proxies, ballots, Internet voting, telephone voting, or otherwise are
kept confidential for registered stockholders who request confidential treatment. If you are a registered
stockholder and would like your vote kept confidential, please check the appropriate box on the proxy card
or follow the instructions when submitting your vote by telephone, mobile phone, or by the Internet. If you
hold your shares in “street name” or through an employee benefit plan or stock incentive plan, your vote
already receives confidential treatment and you do not need to request confidential treatment in order to
maintain the confidentiality of your vote.
The confidential voting policy will not apply in the event of a proxy contest or other solicitation based
on an opposition Proxy Statement and in certain other limited circumstances. For further details
regarding this policy, please see the Corporate Governance Guidelines, available on Citi’s website
at www.citigroup.com.
Q: Could other matters be decided at the 2020 Annual Meeting?
A: We don’t know of any matters that will be considered at the Annual Meeting other than those described
above. If a stockholder proposal that was excluded from this Proxy Statement is brought before the
meeting, the Chair will declare such proposal out of order, and it will be disregarded, or we will vote
the proxies AGAINST the proposal. If any other matters arise at the Annual Meeting that are properly
presented at the meeting, the proxies will be voted at the discretion of the proxy holders.
Q: What happens if the meeting is postponed or adjourned?
A: Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be
able to change or revoke your proxy until it is voted.
Could emerging developments regarding the coronavirus affect our ability to

Q: hold an in-person Annual Meeting?
A: We are monitoring the coronavirus situation closely and if we determine that holding an in-person annual
meeting could pose a risk to the health and safety of our shareholders, employees, and Directors, the
Company may decide to instead hold a Virtual Annual Meeting. If we decide to use that format, we will
make a public announcement as soon as practicable prior to the meeting.
In such event, to attend and participate in the Virtual Annual Meeting, stockholders will need to access
the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.citigroup.
com and use their 16-digit Control Number provided in the Notice to log in to this website, and beneficial
owners of shares held in street name will need to follow the instructions provided by the broker, bank or
other nominee that holds their shares. We would encourage stockholders to log in to this website and
access the webcast before the Virtual Annual Meeting’s start time. Further instructions on how to attend,
participate in and vote at the Virtual Annual Meeting, including how to demonstrate your ownership of our
stock as of the record date, are available at www.virtualshareholdermeeting.com/CITI2020. Please note
you will only be able to participate in the meeting using this website if the Company decides to hold
a Virtual Annual Meeting, instead of holding an in-person Annual Meeting in Houston, Texas.
Q: Do I need to register to attend the 2020 Annual Meeting?
A: Yes, to promote an efficient admission process, only stockholders who have registered in advance will be
admitted to the 2020 Annual Meeting. To register for the meeting you will need to access the Shareholder
Meeting Registration at www.proxyvote.com and follow the instructions provided (you will need the 16-digit
Control Number included on your proxy card, voter instruction form, or Notice of Internet Availability of
Proxy Materials). Tickets will be available to registered and beneficial owners. If you are unable to print
your ticket, please call Shareholder Meeting Registration Phone Support (toll free) at 1-844-318-0137
or (international toll call) at 1-925-331-6070 for assistance. Please note that requests for tickets will be
processed in the order they are received and must be requested by 11:59 p.m. on April 20, 2020. Due to
space limitations, Citi will not be able to accommodate guests at the Annual Meeting. Tickets to the Annual
Meeting are not transferable. When you arrive at the Annual Meeting, you may be asked to present photo
identification, such as a driver’s license. A stockholder may appoint only one proxy to represent him or her
at the Annual Meeting.
21
Corporate Governance
Citigroup Inc. (Citigroup, Citi, or the Company) continually strives to maintain the highest standards of ethical
conduct: reporting results with accuracy and transparency and maintaining full compliance with the laws, rules, and
regulations that govern Citi’s businesses. Citi is active in ensuring its governance practices are at the leading edge
of best practices. Below is a compilation of Citi’s Corporate Governance initiatives:
• A standing Ethics, Conduct and Culture Committee of the Board of Directors oversees
management’s efforts to foster a culture of ethics within Citi;
• No super-majority vote provisions in our Restated Certificate of Incorporation;
• Annual election of all Directors;
• Majority vote standard for uncontested Director elections;
• 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;
Good
Governance • 88% of Citi’s Board Nominees are independent;
• In 2019, we were the first U.S. company to disclose our unadjusted or “raw” pay gap for
women and U.S. minorities, which measures median total compensation unadjusted for
factors such as job function, level, and geography. See Our Leadership on Pay Equity on
page 79 of this Proxy Statement for further information;
• Citi’s CEO signed the Business Roundtable’s Statement on the Purpose of a Corporation in
2019 reaffirming our commitment to create value for all of our stakeholders; and
• Citi appointed a Chief Sustainability Officer in September 2019.
• In 2019, the Board, taking into account the result of the stockholder vote on a proposal
presented at the 2019 Annual Meeting, amended Citi’s By-laws to provide that stockholders
Stockholder holding at least 15% of the outstanding common stock have the right to call a special meeting;
Rights
• Proxy access by-law; and
• Stockholders may act by written consent.
• 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;
Executive • Stock ownership commitment for the Board and executive officers; and
Compensation • 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 to pledge their Citi securities as collateral
for a loan. For more information, please see Citi’s Hedging Policies on page 41 of this
Proxy Statement.
• Political Activities Statement (formerly Citi’s Political Contributions and Lobbying
Statement) includes significant disclosure about our lobbying practices and oversight.
The Political Activities Statement provides meaningful disclosure about our lobbying policies
and procedures;
• Nomination, Governance and Public Affairs Committee has oversight responsibility for trade
association payments in addition to oversight responsibility for political contributions and
Political lobbying activities; and
Activity • Transparency on practices around political contributions and trade and business
associations through:
a link on our website to federal and state government websites where our lobbying
¾¾
activities are reported;
requiring trade and business associations to which Citi pays dues to attest that no portion
¾¾
of such payments is used for independent expenditures; and
listing the names of our significant trade and business associations on Citi’s website.
¾¾
www.citigroup.com
22 Corporate Governance
Corporate Governance Materials Available on Citi’s Website

In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Citi is
available in the Corporate Governance section of our website at www.citigroup.com. Click on “About Us” and then
“Corporate Governance.”
• Corporate Governance Guidelines

www.citigroup.com/citi/ • Audit Committee Charter
investor/corporate_ • Ethics, Conduct and Culture Committee Charter
governance.html • Nomination, Governance and Public Affairs Committee Charter
• Operations and Technology Committee Charter
• Personnel and Compensation Committee Charter
• Risk Management Committee Charter
• Code of Conduct
• Code of Ethics for Financial Professionals
• Citi’s Compensation Philosophy
• By-laws and Restated Certificate of Incorporation
• Corporate Political Activities Statement
• Global Citizenship Report
• Banking on 2030: Citi & the Sustainable Development Goals
• Environmental and Social Policy Framework
• Finance for a Climate-Resilient Future: Citi’s TCFD Report
• Statement on Human Rights
• Citi’s U.K. Modern Slavery Act Statement
• A list of our 2019 Political Contributions and the names of Citi’s significant trade
and business associations
Citi stockholders may obtain printed copies of these documents by writing to Citigroup Inc., Corporate Governance,
388 Greenwich Street, 17th Floor, New York, New York 10013.
Annual Report
If you received these materials by mail, you should have also received Citi’s Annual Report to Stockholders for 2019
with them. The 2019 Annual Report is also available on Citi’s website at www.citigroup.com. We urge you to read
these documents carefully. In accordance with the SEC’s rules, the Five-Year Performance Graph appears in the
2019 Annual Report on Form 10-K, which is included in Citi’s Annual Report to Stockholders for 2019.
Corporate Governance Guidelines

Citi’s Corporate Governance Guidelines (the Guidelines) embody many of our long-standing practices, policies, and
procedures, which are the foundation of our commitment to best practices. The Guidelines are reviewed at least
annually, and revised as necessary, to continue to reflect best practices. The full text of the Guidelines, as approved
by the Board, is set forth on Citi’s website at www.citigroup.com. Click on “About Us,” then “Corporate Governance,”
and then “Corporate Governance Guidelines.” The Guidelines outline the responsibilities, operations, qualifications,
and composition of the Board. The following summarizes certain provisions of the Guidelines.
Director Independence
Our goal is that at least two-thirds of the members of the Board be independent. Descriptions of our independence
criteria and the results of the Board’s independence determinations are set forth below.
Board Committees
The Guidelines require that all members of the following committees of the Board: Audit; Nomination, Governance and
Public Affairs; and Personnel and Compensation be independent. Committee members are appointed by the Board upon
the recommendation of the Nomination, Governance and Public Affairs Committee. Committee membership and Chairs
are rotated periodically. The Board and each Committee have the power to hire and fire independent legal, financial, or
other advisors, as they may deem necessary, without consulting or obtaining the approval of management.

Corporate Governance 23
Additional Board Service

The number of other for-profit public or non-public company boards on which a Director may serve is subject to
a case-by-case review by the Nomination, Governance and Public Affairs Committee, in order to ensure that each
Director is able to devote sufficient time to performing his or her duties as a Director. Interlocking directorates are
prohibited (inside Directors and executive officers of Citi may not sit on boards of companies where a Citi outside
Director is an executive officer).
Change in Status or Responsibilities

If a Director has a substantial change in professional responsibilities, occupation, or business association, he
or she is required to notify the Nomination, Governance and Public Affairs Committee and to offer his or her
resignation from the Board. The Nomination, Governance and Public Affairs Committee will evaluate the facts and
circumstances and make a recommendation to the Board whether to accept the resignation or request that the
Director continue to serve on the Board. If a Director assumes a significant role in a not-for-profit entity, he or she is
asked to notify the Nomination, Governance and Public Affairs Committee.
Attendance at Meetings
Directors are expected to attend Board meetings and meetings of the Committees on which they serve and the
Annual Meeting of Stockholders. All of the Directors then in office attended Citi’s 2019 Annual Meeting.
Evaluation of Board Performance

The Nomination, Governance and Public Affairs Committee conducts an annual review of Board performance in
which the full Board participates, and each standing committee (except for the Executive Committee) conducts its
own self-evaluation. As part of the self-evaluation, the Board engages in an examination of its own performance of
its obligations with regard to such matters as regulatory requirements, strategic and financial oversight, oversight
of risk management, executive compensation, succession planning, and governance, among many other topics.
The committees evaluate their performance against the requirements of their charters and other aspects of their
responsibilities. The full Board and each committee then discuss the results of their respective self-evaluations in
executive session, highlighting actions to be taken in response to the discussion. See Board Self-Assessment Process
on page 30 for further information.
Directors Access to Senior Management and Director Orientation

Directors have full and free access to senior management and other employees of Citi. New Directors are provided
with an orientation program to familiarize them with Citi’s businesses, regions, and functions as well as its legal,
compliance, regulatory, and risk profile. Citi provides educational sessions on a variety of topics throughout the
year for all members of the Board. These sessions are designed to allow Directors to, for example, develop a deeper
understanding of a business issue or a complex financial product.
Succession Planning
The Board reviews the Personnel and Compensation Committee’s report on the performance of senior executives
in order to ensure that they are providing the highest quality leadership for Citi. The Board also works with the
Nomination, Governance and Public Affairs Committee to evaluate potential successors to the Chief Executive
Officer (CEO). With respect to regular succession of the CEO and senior management, Citi’s Board evaluates internal,
and, when appropriate, external candidates. To find external candidates, Citi seeks input from the members of
the Board and senior management and/or from recruiting firms. To develop internal candidates, Citi engages in
www.citigroup.com
a number of practices, formal and informal, designed to familiarize the Board with Citi’s talent pool. The formal
process involves an annual talent review conducted by senior management at which the Board studies the most
promising members of senior management. The Board learns about each person’s experience, skills, areas of
expertise, accomplishments, and goals. This review is conducted at a regularly scheduled Board meeting on an
annual basis. In addition, members of senior management are periodically asked to make presentations to the Board
at Board meetings and Board strategy sessions. These presentations are made by senior managers of the various
business units as well as those who serve in corporate functions. The purpose of the formal review and other
interaction is to ensure that Board members are familiar with the talent pool inside and outside Citi from which
the Board would be able to choose successors to the CEO and evaluate succession for other senior managers as
necessary from time to time.
Charitable Contributions
If a Director, or an immediate family member who shares the Director’s household, serves as a director, trustee,
or executive officer of a foundation, university, or other not-for-profit organization, and such entity receives
contributions from Citi and/or the Citi Foundation, such contributions must be reported to the Nomination,
Governance and Public Affairs Committee at least annually.
Insider Investments and Transactions

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 to pledge their Citi securities as collateral for a loan. The Guidelines restrict certain
financial transactions between Citi and its subsidiaries on the one hand and Directors, senior management, and
their immediate family members on the other. Personal loans from Citi or its subsidiaries to Citi’s Directors and
its most senior executives, or immediate family members who share any such person’s household, are prohibited,
except for margin loans to employees of a broker-dealer subsidiary of Citi, mortgage loans, home equity loans,
consumer loans, credit cards, and overdraft checking privileges, all made on market terms in the ordinary course of
business. See Certain Transactions and Relationships, Compensation Committee Interlocks, and Insider Participation
on pages 38-40 of this Proxy Statement.
The Guidelines prohibit investments or transactions by Citi or its executive officers and those immediate family
members who share an executive officer’s household in a partnership or other privately held entity in which an
outside Director is a principal, or in a publicly traded company in which an outside Director owns or controls
more than a 10% interest. Directors and those immediate family members who share the Director’s household
are not permitted to receive initial public offering allocations. Directors and their immediate family members may
participate in Citi-sponsored investment activities, provided they are offered on the same terms as those offered
to similarly situated non-affiliated persons. Under certain circumstances, or with the approval of the appropriate
committee, members of senior management may participate in certain Citi-sponsored investment opportunities.
Finally, there is a prohibition on certain investments by Directors and executive officers in third-party entities when
the opportunity comes solely as a result of their position with Citi.
Director Independence
The Board has adopted categorical standards to assist the Board in evaluating the independence of each of its
Directors. The categorical standards, which are set forth below, describe various types of relationships that could
potentially exist between a Director or an immediate family member of a Director and Citi, and set thresholds at
which such relationships would be deemed to be material. Provided that no relationship or transaction exists that
would disqualify a Director under the categorical standards and no other relationships or transactions exist of a
type not specifically mentioned in the categorical standards that, in the Board’s opinion, taking into account all facts
and circumstances, would impair a Director’s ability to exercise his or her independent judgment, the Board will
deem such person to be independent.

The Board and the Nomination, Governance Independence

and Public Affairs Committee reviewed certain
1 Non-Independent Director
information obtained from Directors’ responses to a
questionnaire asking about their relationships with 1 Executive Director
Citi, and those of their immediate family members 88% of our Board
and primary business or charitable affiliations Nominees are
and other potential conflicts of interest, as well as Independent
14 Independent
certain data collected by Citi’s businesses related Directors
to transactions, relationships, or arrangements
between Citi on the one hand and a Director,
immediate family member of a Director, or a primary business or charitable affiliation of a Director, on the other.
The Board reviewed certain relationships or transactions between the Directors or immediate family members of
the Directors or their primary business or charitable affiliations and Citi and determined that the relationships or
transactions complied with the Corporate Governance Guidelines and the related categorical standards. The Board
also determined that, applying the Guidelines and standards, which are intended to comply with the NYSE corporate
governance rules, and all other applicable laws, rules, and regulations, each of the following Director nominees
standing for re-election and current board members is independent:
• Ellen M. Costello • S. Leslie Ireland • James S. Turley

• Grace E. Dailey • Lew W. (Jay) Jacobs, IV • Deborah C. Wright
• John C. Dugan • Renée J. James • Alexander R. Wynaendts
• Duncan P. Hennes • Gary M. Reiner • Ernesto Zedillo Ponce de Leon
• Peter B. Henry • Diana L. Taylor
The Board has determined that Michael L. Corbat and Barbara J. Desoer are not independent. Mr. Corbat is our
Chief Executive Officer and Ms. Desoer previously served as the Chief Executive Officer of Citibank, N.A., our largest
banking subsidiary.
Independence Standards
To be considered independent, a Director must meet the following categorical standards as adopted by our Board
and reflected in our Corporate Governance Guidelines. In addition, there are other independence standards under
NYSE corporate governance rules that apply to all directors and certain independence standards under SEC, Internal
Revenue Code (IRC), and Federal Deposit Insurance Corporation (FDIC) rules that apply to specific committees.
Categorical Standards
Advisory, Consulting and Employment Arrangements

• 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.
www.citigroup.com
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 Board of Governors of the Federal Reserve, 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.
www.citigroup.com
Meetings of the Board of Directors and Committees

Board
22
Audit Ethics, Nomination, Operations Personnel and Risk

Conduct and Governance and Compensation Management
Culture and Public Technology
Affairs
22 4 9 5 15 16
The Board of Directors met 22 times in 2019. During 2019, the Audit Committee met 22 times, the Ethics, Conduct
and Culture Committee met 4 times, the Nomination, Governance and Public Affairs Committee met 9 times, the
Operations and Technology Committee met 5 times, the Personnel and Compensation Committee met 15 times, and
the Risk Management Committee met 16 times. In addition, a subcommittee of the Risk Management Committee met
12 times. The Executive Committee did not meet in 2019.
During 2019, substantially all of the members of the Board served on and/or chaired one or more ad hoc committees
covering compliance matters or served on an international subsidiary board. In addition, during 2019, Mses. Costello,
Desoer, Ireland, and Wright and Messrs. Hennes, McQuade, and Turley, served on the Board of Directors of Citibank,
N.A., which is a wholly owned subsidiary of Citi.
Each incumbent Director attended at least 75% of the meetings of the Board and of the standing committees of
which he or she was a member during 2019, except for Mr. Wynaendts, who attended 63.64% of the meetings
scheduled during the four months of 2019 that he served on the Board, having joined the Board on September 4,
2019. Mr. Wynaendts advised the Chair in advance of his election that due to existing commitments in December
2019, he would not be able to attend Citi’s December Board and Committee meetings. Missing these meetings
resulted in his attendance falling below 75% for the period he served on Citi’s Board during 2019.
Meetings of Non-Management Directors

Citi’s non-management Directors meet in executive session without any management Directors in attendance
whenever the full Board convenes for a regularly scheduled meeting. During 2019, Mr. Dugan presided at each
executive session of the non-management Directors. In addition, the independent Directors met in executive session
during 2019.
Board Leadership Structure

Citi currently has an independent Chair separate from the CEO, a structure that has been in place since 2009. The
Board believes it is important to maintain flexibility in its Board leadership structure and has had in place different
leadership structures in the past, depending on the Company’s needs at the time, but firmly supports having an
independent Director in a Board leadership position at all
times. Accordingly, Citi’s Board, on December 15, 2009,
adopted a By-law amendment which provides that if Citi Citi has had an independent Chair
does not have an independent Chair, the Board will elect since 2009.
a lead independent Director having similar duties to an
independent Chair, including leading the executive sessions of the non-management Directors at Board meetings.
Citi’s Chair provides independent leadership of the Board. Having an independent Chair or Lead Director enables
non-management Directors to raise issues and concerns for Board consideration without immediately involving
management. The Chair or Lead Director also serves as a liaison between the Board and senior management.
Citi’s Board has determined that the current structure, an independent Chair separate from the CEO, is the most
appropriate structure at this time, while ensuring that, at all times, there will be an independent Director in a Board
leadership position. The Board believes its approach to risk oversight, including, importantly, having a standing Risk
Management Committee and the reporting line of the Chief Risk Officer to the Risk Management Committee, ensures
that the Board can choose many leadership structures without experiencing a material impact on its oversight of risk.
Board Diversity
Diversity is among the critical factors that the Nomination,
Governance and Public Affairs Committee considers when Citi’s Board is committed to ensuring that it is
evaluating the composition of the Board. For a company like composed of individuals whose backgrounds
Citi, which operates in more than 100 countries around the reflect the diversity represented by our
globe, diversity includes race, ethnicity, and gender as well employees, customers, and stakeholders.
as the diversity of the communities and geographies in which
Citi operates. Included in the qualifications for Directors Board Nominees
listed in the Company’s Corporate Governance Guidelines
is “whether the candidate has special skills, expertise and
background that would complement the attributes of the
existing Directors, taking into consideration the diverse
7 out of 16 director candidates are women
communities and geographies in which Citi operates.”
Citi’s Board is committed to ensuring that it is composed Board Nominees
of individuals whose backgrounds reflect the diversity 44% Women 19% Minority
represented by our employees, customers, and stakeholders.
When considering new Director candidates, the Nomination,
Governance and Public Affairs Committee instructs its
recruiting firm to include diverse candidates in each slate.
The candidates nominated for election at Citi’s 2020 Annual
Meeting exemplify that diversity: seven nominees are
women and three nominees are African-American or Hispanic. In addition, each Director candidate contributes to
the Board’s overall diversity by providing a variety of perspectives, personal and professional experiences, and
backgrounds, as well as other characteristics, such as global and international business experience. The Board
believes that the current nominees reflect an appropriate diversity of gender, age, race, geographical background,
and experience and is committed to continuing to consider diversity in evaluating the composition of the Board.
Director Education Program

Citi has a robust Director Education Program that begins with an orientation for newly appointed Directors,
providing two days of in-depth training covering all aspects of our business, including coverage of Citi’s institutional
and consumer businesses; financial reporting; an overview of the Company’s risk management, audit, compliance,
and legal functions; and an overview of Citi’s primary banking subsidiary, Citibank, N.A. There is also a continuing
education program, which includes presentations focusing on industry, regulatory and governance topics and
presentations from the various lines of our business on emerging issues or strategic initiatives to provide our
Directors with the opportunity to expand their insight into Citi’s business operations and activities. Directors also
have access to external programming and seminars to supplement their Citi-provided education.
www.citigroup.com
Board Self-Assessment Process

Annual Board Self-Evaluations*
The Board conducts annual evaluations through the use of both individual interviews by the Chair with each
Board member and a written questionnaire completed by all Board members that covers a broad range of
matters relating to governance, meetings, materials, and other agenda topics, including Strategic Planning,
Corporate Oversight, Succession Planning, Conduct and Culture, Risk Management Oversight, Regulatory
Requirements, and Management Compensation.
Summary of the Written Evaluations

Citi’s Corporate Governance Office aggregates and summarizes our Directors’ responses to the questionnaires,
highlighting comments and high and low scores on various topics. Responses are not attributed to specific
Board members to promote candor. The aggregated results, including all written comments, together with data
analyzing trends or results over prior years, are shared with the Board.
Chair Conversations
The Chair holds individual interviews with each Board member and consolidates their feedback for discussion
with the full Board.
Board Review
Using the aggregated results of the written evaluations and the themes of the Chair’s individual discussions
with the Board members as a guide, our Chair leads a discussion with the full Board during an executive
session. All Board members are encouraged to provide feedback on the results.
Actions
As an outcome of these discussions, the Board takes specific actions which may include providing guidance to
management on specific Board-related initiatives.
* Each standing committee conducts an annual self-assessment and reports the results to the Board, which include how each
committee’s effectiveness may be enhanced.

Board’s Role in Risk Oversight

The Board oversees Citi’s global risk management framework.
Board of Directors
• receives regular risk updates by the Chief Risk Officer at each regularly scheduled Board meeting
• provides oversight of certain compliance risk, regulatory risk, cybersecurity risk, strategic risk, market risk,
risk related to capital management, and reputational risk matters
Board Committees: Risk Management Committee

Audit Committee • approves Citi’s Risk Governance Framework
• provides oversight of Citi’s control environment, • reviews and approves risk management
compliance risk, fraud risk, financial reporting/internal policies on the establishment of risk limits and
control risk and operational risk matters reviews risk management programs for Citi
and its subsidiaries
Ethics, Conduct and Culture Committee • consults with management on the
• provides oversight of Citi’s Conduct Risk Management effectiveness of risk identification,
Program measurement, and monitoring processes,
Nomination, Governance and Public Affairs Committee and the adequacy of staffing and action plans
• provides oversight of reputational issues, ESG and • provides oversight of, among others, matters
sustainability, and legal and regulatory compliance related to Citi’s Comprehensive Capital
risks as they relate to corporate governance matters Analysis and Review (CCAR) practices,
Operations and Technology Committee Resolution and Recovery Planning,
• provides oversight of operations, technology, and and, as a Committee, and periodically, jointly
cybersecurity risks with the Audit Committee, cybersecurity
Personnel and Compensation Committee
• provides oversight of incentive compensation plans and
risk related to compensation
Chief Risk Officer

• delivers risk report at regularly scheduled Board meetings
• responsible for the oversight of risk management globally
• responsible for an integrated effort to identify, assess, and manage risks
• reports to the Chief Executive Officer and Risk Management Committee
• reports at least twice annually to the Personnel and Compensation Committee on incentive compensation
At each regularly scheduled Board meeting, the Board receives a risk report from the Chief Risk Officer with
respect to the Company’s approach to management of major risks, including management’s risk mitigation efforts,
where appropriate. Independent Risk Management, led by the Chief Risk Officer, is a company-wide function that
is responsible for an integrated effort to set standards and actively manage and oversee aggregate risks that may
affect Citi’s ability to execute on its corporate strategy and fulfill its business objectives. The Board’s role is to
oversee this effort.
The Risk Management Committee enhances the Board’s oversight of risk management. The Committee’s role is one
of oversight, recognizing that management is responsible for executing Citi’s risk management policies.
Board’s Role in Cybersecurity Oversight

The Board of Directors provides oversight of management’s efforts to address cybersecurity risk and respond to
cyber incidents. The Board receives regular reports on cybersecurity and engages in discussions throughout the
year with management and subject matter experts on the effectiveness of Citi’s overall cybersecurity program,
Citi’s inherent cybersecurity risks, the road map for addressing these risks, and Citi’s progress in doing so. Board
and Committee members receive contemporaneous reporting on significant cyber events including response, legal
obligations, and outreach to regulators, and provide guidance to management as appropriate.
www.citigroup.com
Committees of the Board of Directors

The following are the standing committees of the Board of Directors:
Audit Committee Committee Roles and Responsibilities:

The Audit Committee assists the Board in fulfilling its oversight responsibility
Members:
relating to:
Ellen M. Costello
• the integrity of Citigroup’s consolidated financial statements, financial reporting
Grace E. Dailey
process, and systems of internal accounting and financial controls;
John C. Dugan
• the performance of the internal audit function (“Internal Audit”);
Duncan P. Hennes
• the annual independent integrated audit of Citigroup’s consolidated financial
Peter B. Henry
statements and effectiveness of Citigroup’s internal control over financial
Lew W. (Jay) Jacobs, IV
reporting, the engagement of the independent registered public accounting
Eugene M. McQuade
firm (“Independent Auditors”), and the evaluation of the Independent Auditors’
James S. Turley (Chair)
qualifications, independence and performance;
Deborah C. Wright
• policy standards and guidelines for risk assessment and risk management;
Committee Meetings • the appointment and approval of the base compensation for the Chief Auditor;
in 2019: • Citigroup’s compliance with legal and regulatory requirements, including
Citigroup’s disclosure controls and procedures; and
22
• the fulfillment of the other responsibilities set out in the Audit Committee’s
Charter: charter. The report of the Committee required by the rules of the SEC is included
in this Proxy Statement.
The Audit Committee
Charter, as adopted by The Board has determined that each of Mses. Costello and Dailey and Messrs. Dugan,
the Board, is available Hennes, Jacobs, McQuade and Turley qualifies as an “audit committee financial
on our website at expert” as defined by the SEC and each such Director as well as Ms. Wright and
www.citigroup.com. Click Mr. Henry is considered “financially literate” under NYSE rules, and, in addition to
on “About Us,” then being independent according to the Board’s independence standards as set out
“Corporate Governance,” in its Corporate Governance Guidelines, each is independent within the meaning
and then “Citigroup of applicable SEC rules, the corporate governance rules of the NYSE, and the
Board of Directors’ FDIC guidelines.
Committee Charters.”

Ethics, Conduct and Committee Roles and Responsibilities:

Culture Committee The Ethics, Conduct and Culture Committee oversees management’s efforts
to foster a culture of ethics and appropriate conduct within the organization;
Members:
reviews and helps shape the definition of Citi’s value proposition; oversees
Peter B. Henry (Chair) management’s efforts to enhance and communicate Citi’s value proposition,
Lew W. (Jay) Jacobs, IV evaluates management’s progress, and provides feedback on these efforts; reviews
Deborah C. Wright and assesses Citi’s strategy, communication, and policies relating to sound ethics,
Ernesto Zedillo responsible conduct and principled culture to determine if further enhancements
Ponce de Leon are needed to align with the desired culture and to foster ethical decision-making by
employees; and oversees management’s efforts to support ethical decision-making
Committee Meetings
in the organization, evaluates management’s progress, and provides feedback on
in 2019:
these efforts. The Committee also reviews and assesses the adequacy of Citi’s Code
4 of Conduct and Code of Ethics for Financial Professionals and recommends to the
Board any proposed changes or waivers to Citi’s Code of Conduct. The Committee
Charter:
also provides oversight of Citi’s Conduct Risk Management Program, whose objective
The Ethics, Conduct is to enhance Citi’s culture of compliance and control through the management,
and Culture Committee minimization, and mitigation of Citi’s conduct risks.
Charter, as adopted by
the Board, is available
on our website at
www.citigroup.com. Click
on “About Us,” then
“Corporate Governance,”
and then “Citigroup
Board of Directors’
Executive Committee Committee Roles and Responsibilities:

The Executive Committee acts on behalf of the Board if a matter requires Board
Members:
action before a meeting of the full Board can be held.
John C. Dugan (Chair)
Barbara J. Desoer
Duncan P. Hennes
Peter B. Henry
Eugene M. McQuade
Gary M. Reiner
Diana L. Taylor
James S. Turley
Committee Meetings
in 2019:
None
www.citigroup.com
Nomination, Committee Roles and Responsibilities:

Governance The Nomination, Governance and Public Affairs Committee is responsible for
and Public identifying individuals qualified to become Board members and recommending
Affairs Committee to the Board the Director nominees for the next Annual Meeting of Stockholders.
It leads the Board in its annual review of the Board’s performance and makes
Members: recommendations as to the composition of the committees for appointment by the
John C. Dugan Board. The Committee takes a leadership role in shaping corporate governance
Peter B. Henry policies and practices, including recommending to the Board the Corporate
Lew W. (Jay) Jacobs, IV Governance Guidelines and monitoring Citi’s compliance with these policies and
Diana L. Taylor (Chair) practices and the Guidelines. The Committee is responsible for reviewing and
Ernesto Zedillo approving all related party transactions involving a Director or an immediate family
Ponce de Leon member of a Director and any related party transaction involving an executive
officer or immediate family member of an executive officer if the transaction is
Committee Meetings valued at $50 million or more, in each case, other than certain enumerated ordinary
in 2019: course transactions. See Certain Transactions and Relationships, Compensation
9 Committee Interlocks, and Insider Participation on pages 38-40 of this Proxy
Statement for a complete description of the Policy on Related Party Transactions.
Charter:
The Committee, as part of the Board’s executive succession planning process,
The Nomination, evaluates and nominates potential successors to the CEO and provides an annual
Governance and Public report to the Board on CEO succession. The Committee also reviews Director
Affairs Committee Compensation and Benefits. The Committee is responsible for reviewing Citi’s
Charter, as adopted by policies and programs that relate to public issues of significance to Citi and the
the Board, is available public at large and reviewing relationships with external constituencies and issues
on our website at that impact Citi’s reputation. The Committee also has the responsibility for reviewing
www.citigroup.com. Click public policy and reputational issues facing Citi; reviewing political contributions
on “About Us,” then and lobbying expenditures and payments to trade associations made by Citi, and
“Corporate Governance,” charitable contributions made by Citi and the Citi Foundation; reviewing Citi’s policies
and then “Citigroup and practices regarding supplier diversity; reviewing the work of Citi’s Business
Board of Directors’ Practices Committees; and reviewing Citi’s Citizenship and Sustainability policies
Committee Charters.” and programs, including environmental and human rights policies. The Committee’s
focus is global, reflecting Citi’s global footprint. The Committee also makes
recommendations to the Board regarding amendments to the Company’s Major
Expenditure Program — Limits of Authority.
The Board has determined that, in addition to being independent according to the
Board’s independence standards as set out in its Corporate Governance Guidelines,
each of the members of the Nomination, Governance and Public Affairs Committee is
independent according to the corporate governance rules of the NYSE.

Operations and Committee Roles and Responsibilities:

Technology The Operations and Technology Committee oversees the scope, direction, quality,
Committee and execution of Citi’s technology strategies formulated by management, and
provides guidance on technology as it may pertain to, among other things, Citi
Members:
business products and technology platforms.
S. Leslie Ireland
Renée J. James
Gary M. Reiner (Chair)
Committee Meetings
in 2019:
5
Charter:
The Operations and
Technology Committee
Charter, as adopted by
the Board, is available
on our website at
www.citigroup.com. Click
on “About Us,” then
www.citigroup.com
Personnel and Committee Roles and Responsibilities:

Compensation The Personnel and Compensation Committee has been delegated broad authority
Committee to oversee compensation of employees of the Company and its subsidiaries and
affiliates. The Committee regularly reviews Citi’s management resources and
Members:
performance of senior management. The Committee is responsible for determining
John C. Dugan the compensation for the CEO and approving the compensation of other executive
Duncan P. Hennes (Chair) officers of the Company and the Executive Management Team. The Committee
Lew W. (Jay) Jacobs, IV is also responsible for approving the incentive compensation structure for other
Gary M. Reiner members of senior management and certain highly compensated employees
Diana L. Taylor (including discretionary incentive awards to covered employees as defined in
applicable bank regulatory guidance), in accordance with guidelines established
Committee Meetings
by the Committee from time to time. The Committee also has broad oversight of
in 2019:
compliance with bank regulatory guidance governing Citi’s incentive compensation.
15
The Committee annually reviews and discusses the Compensation Discussion
Charter: and Analysis required to be included in the Company’s Proxy Statement
with management, and, if appropriate, recommends to the Board that the
The Personnel
Compensation Discussion and Analysis be included. Additionally, the Committee
and Compensation
reviews and approves the overall goals of Citi’s material incentive compensation
Committee Charter is
programs, including as expressed through Citi’s Compensation Philosophy, and
available on our website
provides oversight for Citi’s incentive compensation programs so that they both
(i) appropriately balance risk and financial results in a manner that does not
Click on “About Us,” then
encourage employees to expose Citi to imprudent risks, and (ii) are consistent with
bank safety and soundness. Toward that end, the Committee meets periodically
with Citi’s Chief Risk Officer to discuss the risk attributes of Citi’s incentive
compensation programs.
The Committee has the power to hire and fire independent compensation
consultants, legal counsel, or financial or other advisors as it may deem necessary
to assist it in the performance of its duties and responsibilities, without consulting
or obtaining the approval of senior management of the Company. The Committee
has retained Frederic W. Cook & Co. (FW Cook) to provide the Committee with advice
on Citi’s compensation programs for senior management. The amount paid to
FW Cook in 2019 for advice on executive compensation matters is disclosed in the
Compensation Discussion and Analysis on page 96 of this Proxy Statement.
The Board has determined that in addition to being independent according to the
Board’s independence standards as set out in its Corporate Governance Guidelines,
each of the members of the Personnel and Compensation Committee is independent
according to the corporate governance rules of the NYSE. Each of such Directors is
a “non-employee Director,” as defined in Section 16 of the Securities Exchange Act
of 1934, and is an “outside Director,” as defined by Section 162(m) of the Internal
Revenue Code.

Risk Management Committee Roles and Responsibilities:

Committee The Risk Management Committee has been delegated authority to assist the
Board in fulfilling its responsibility with respect to (i) oversight of Citigroup’s risk
Members:
management framework, including the significant policies and practices used in
Ellen M. Costello managing credit, market, operational, and certain other risks, (ii) oversight of
Grace E. Dailey Citigroup’s policies and practices relating to funding risk, liquidity risk, and price
Barbara J. Desoer risk, which constitute significant components of market risk, and risks pertaining
John C. Dugan to capital management, and (iii) oversight of the performance of the Global Risk
Duncan P. Hennes Review (GRR) credit, capital and collateral review function. The Committee reports
Renée J. James to the Board of Directors regarding Citigroup’s risk profile and its risk management
Eugene M. framework, including the significant policies and practices employed to manage
McQuade (Chair) risks in Citigroup’s businesses, and the overall adequacy of the Risk Management
James S. Turley function. The Committee provides oversight of Citi’s CCAR and Resolution and
Alexander R. Wynaendts Recovery Planning efforts. The Committee also reviews risk related to information
Ernesto Zedillo security and cybersecurity, including steps taken by management to control such
Ponce de Leon risks, and approves the Global Head of GRR’s base compensation, adjustments and
incentive compensation.
Committee Meetings
in 2019: The Risk Management Committee created a subcommittee in 2016 to provide
oversight of data governance, data quality, and data integrity. Mses. Desoer and
16
James (Chair) and Messrs. Dugan, McQuade and Turley are members of the Data
Charter: Quality Subcommittee. The Data Quality Subcommittee met 12 times in 2019.
The Risk Management
Committee Charter is
available on our website
Click on “About Us,” then
Ethics, Nomination,
Conduct Governance Operations
and and Public and Personnel and Risk
Audit Culture Executive Affairs Technology Compensation Management
Michael L. Corbat
Ellen M. Costello  
Grace E. Dailey 
Barbara J. Desoer 
John C. Dugan     
Duncan P. Hennes    
Peter B. Henry   
S. Leslie Ireland 
Lew W. (Jay) Jacobs, IV   
Renée J. James  
Eugene M. McQuade 
Gary M. Reiner   
Diana L. Taylor   
James S. Turley   
Deborah C. Wright  
Alexander R. Wynaendts 
Ernesto Zedillo
Ponce de Leon   
 committee member
 committee chair
www.citigroup.com
Involvement in Certain Legal Proceedings

There are no legal proceedings to which any Director, officer, or The Vanguard Group (which owns more than 5% of
Citi’s common stock), or any affiliate thereof, is a party adverse to Citi or in which any such person has a material
interest adverse to Citi. In lieu of participating in certain class action settlements entered into by Citi and other banks
relating to alleged manipulation of the foreign exchange market, which received final court approval in 2018, numerous
BlackRock funds and other plaintiffs filed a complaint in U.S. District Court for the Southern District of New York
on November 7, 2018 against Citi and 15 other banks. In this action, plaintiffs assert that defendants conspired to
manipulate the foreign exchange market between 2003 and 2013. BlackRock, Inc. owns more than 5% of Citi’s
common stock.
Certain Transactions and Relationships, Compensation

Committee Interlocks, and Insider Participation
The Board has adopted a policy setting forth procedures for the review, approval, and monitoring of transactions
involving Citi and related persons (Directors, Senior Managers, 5% stockholders, Immediate Family Member or
Primary Business Affiliations). A copy of Citi’s Policy on Related Party Transactions is available on our website at
www.citigroup.com. Click on “About Us,” then “Corporate Governance,” and then “Citi Policies.” Under the policy,
the Nomination, Governance and Public Affairs Committee is responsible for reviewing and approving all related
party transactions involving related persons. Directors may not participate in any discussion or approval of a related
party transaction in which he or she or any member of his or her immediate family is a related person, except that
the Director must provide all material information concerning the related party transaction to the Nomination,
Governance and Public Affairs Committee. The Nomination, Governance and Public Affairs Committee is also
responsible for reviewing and approving all related party transactions valued at more than $50 million involving
an executive officer or an Immediate Family Member of an executive officer. The Transaction Review Committee,
composed of Citi’s President, General Counsel, Chief Financial Officer, Chief Compliance Officer, Chief Risk Officer,
and Head of Human Resources, is responsible for reviewing and approving all related party transactions valued
at less than $50 million involving an executive officer or an Immediate Family Member of an executive officer. The
policy also contains a list of categories of transactions involving related persons that are pre-approved under the
policy, and therefore need not be brought to the Nomination, Governance and Public Affairs Committee or the
Transaction Review Committee for approval.
The Nomination, Governance and Public Affairs Committee and the Transaction Review Committee will review the
following information when assessing a related party transaction:
• 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.
Based on information contained in a Schedule 13G filed with the SEC, BlackRock and Vanguard each reported that
they beneficially owned 5% or more of the outstanding shares of Citi’s common stock as of December 31, 2019 — see
Stock Ownership — Owners of More than 5% of Citi Common Stock in this Proxy Statement on page 45. During 2019,
our subsidiaries provided ordinary course lending, trading, and other financial services to BlackRock and Vanguard
and their respective affiliates and clients. These transactions were entered into on an arm’s length basis and
contain customary terms and conditions and were on substantially the same terms as comparable transactions with
unrelated third parties. Acciones y Valores Banamex, S.A. de C.V., Servicios Corporativos de Finanzas, S.A. de C.V.,

and Grupo Financiero Citibanamex, S.A. de C.V. (Citibanamex) entered into an agreement with BlackRock, Inc. and
certain of its affiliates pursuant to which BlackRock would acquire the asset management business of Citibanamex
in Mexico. The transaction includes the sale of the Impulsora de Fondos Banamex, S.A. de C.V. (Impulsora) legal
vehicle, and its advisory role for 52 mutual funds and certain managed account relationships, and certain intellectual
property and vendor contracts required to operate the business. The closing for this transaction occurred in
September 2018. Consideration for the sale consisted of $350 million and certain future payments if defined targets
are met. In connection with the closing, Citibanamex and BlackRock also entered into a long-term distribution
agreement to offer BlackRock asset management products to Citibanamex clients in Mexico. The agreement provides
a framework under which Citibanamex would distribute BlackRock products in Mexico and includes terms relating
to pricing, preferential access, and product support. The Nomination, Governance and Public Affairs Committee
reviewed the terms of the sale and approved the transaction in accordance with the Related Party Transaction Policy.
Based on information contained in a Schedule 13G filed with the SEC, BlackRock reported that it beneficially owns
more than 5% of Citi’s common stock.
Citigroup Capital Partners II, L.P. and Citigroup Venture Capital International Growth Partnership II, L.P. are funds
that were formed in 2006 and 2007, respectively. They invest either directly or via a master fund in private equity
investments. Citi has established funds in which employees have invested. In addition, certain of our executive
officers have from time to time invested their personal funds directly, or directed that funds for which they act
in a fiduciary capacity be invested, in funds arranged by Citi’s subsidiaries on the same terms and conditions as
the other outside investors in these funds, who are not our executive officers, or employees. Other than certain
“grandfathered” investments, in accordance with Sarbanes-Oxley and the Citi Corporate Governance Guidelines,
executive officers may invest in certain Citi-sponsored investment opportunities only under certain circumstances
and with the approval of the appropriate committee. Executive officers are not eligible to participate in the funds on
a leveraged basis. The following distributions exceeding $120,000 with respect to investments in Citigroup Capital
Partners II, L.P. and Citigroup Venture Capital International Growth Partnership II, L.P. were made to current or
former executive officers in 2019.
Citigroup Capital
Partners II, L.P.
Current or Former Executive Officer Cash Distributions
Michael Corbat $174,979
James Cowles $229,191
Paco Ybarra $206,272
James Forese $349,958
Citigroup Venture Capital

International Growth
Partnership II, L.P.
Current or Former Executive Officer Cash Distributions
James Cowles $285,579
Paco Ybarra $576,769
James Forese $128,171
In 2019, Citi performed corporate banking and securities brokerage services in the ordinary course of our business
for certain organizations in which some of our Directors are officers or directors. In addition, in the ordinary course of
business, Citi may use the products or services of organizations in which some of our Directors are officers or directors.
The persons listed on page 99 of this Proxy Statement are the current members of the Personnel and Compensation
Committee. No current or former member of the Personnel and Compensation Committee was a part of a
“compensation committee interlock” during fiscal year 2019 as described under SEC rules. In addition, none of our
executive officers served as a director or member of the compensation committee of another entity that would
constitute a “compensation committee interlock.” No member of the Personnel and Compensation Committee
had any material interest in a transaction with Citi or is a current or former officer of Citi, and no member of the
Personnel and Compensation Committee is a current employee of Citi or any of its subsidiaries. In addition, no
member of the Board, or any immediate family member of the Board, engaged FW Cook for any compensation-
related services in 2019.
www.citigroup.com
Mr. Corbat has entered into an Aircraft Time Sharing Agreement with Citigroup Inc. that allows him to reimburse Citi
for the cost of his personal use of corporate aircraft based on the aggregate incremental cost of each flight to Citi.
The aggregate incremental cost is calculated based on the actual expenses incurred for each flight permitted to be
charged under Federal Aviation Regulation 14 C.F.R. § 91.501(d), in no event to exceed the maximum allowed under
Federal Aviation Regulations. Mr. Corbat reimbursed Citi $171,881 related to his personal use of corporate aircraft
during 2019.
In 2020, certain previously awarded shares granted to Ms. Desoer when she was an employee of Citigroup vested.
This award included Performance Share Units and Capital Accumulation Program Awards. On February 16, 2017,
Ms. Desoer received from Citi a target award of 30,594.55 Performance Share Units. Based on adjustments due to
performance conditions described in the Compensation Discussion and Analysis section of this Proxy Statement,
Ms. Desoer became entitled to receive 37,340.65 Performance Share Units on February 28, 2020, when the share
units vested. Performance Share Units are paid in cash, and Ms. Desoer received a cash payment of $3,165,217.53
for the share units on February 28, 2020. During her employment at Citi, Ms. Desoer also received shares of
Citi common stock awarded under the Capital Accumulation Program. Approximately 34,246 shares vested on
January 20, 2020, representing the deferred portion of Ms. Desoer’s annual incentive awards for 2016 – 2019,
which were awarded to her under the Capital Accumulation Program. These shares are reported in the Beneficial
Ownership Table on page 44 of this Proxy Statement. Ms. Desoer has 45,975 unvested shares remaining from her
Capital Accumulation Program awards. These unvested shares remain subject to fluctuations in Citi’s common stock
price as well as to Citi clawbacks.
An adult child of Mr. Humer, a former member of the Board, has been employed by Citi since 2010 and is currently
employed by Citi’s Institutional Clients Group. He received 2019 compensation of $1,304,132. A sibling of Sara
Wechter, the Head of Human Resources, has been employed by Citi since 2008, first as an intern and then,
beginning in 2010, as a full-time employee. She is employed by the Consumer Banking Group and received 2019
compensation of $735,188. An adult child of John Gerspach, Citi’s former CFO, has been employed by Citi since 2009
and is currently employed in Citi’s Compliance Group. He received 2019 compensation of $168,099. A sister-in-law
of Peter Babej, Citi’s CEO of Asia Pacific, has been employed by Citi since 2017 and is currently employed in Citi’s
Compliance Group. She received 2019 compensation of $320,000. The compensation for these employees was
established by Citi in accordance with its employment and compensation practices applicable to employees with
equivalent qualifications and responsibilities and holding similar positions. These individuals do not have an interest
in the employment relationship of, nor do they share a household with, their respective family members who are
employees of Citi.
Indebtedness
Other than certain “grandfathered” margin loans, in accordance with Sarbanes-Oxley and the Citi Corporate
Governance Guidelines, no margin loans may be made to any executive officer unless such person is an employee of
a broker-dealer subsidiary of Citi and such loan is made in the ordinary course of business.
Certain transactions in excess of $120,000 involving loans, deposits, credit cards, and sales of commercial paper,
certificates of deposit, and other money market instruments and certain other banking transactions occurred
during 2018 between Citibank, N.A. and other Citi banking subsidiaries on the one hand, and certain Directors
or executive officers of Citi, members of their immediate families, corporations or organizations of which any
of them is an executive officer or partner or of which any of them is the beneficial owner of 10% or more of any
class of securities, or associates of the Directors, the executive officers or their family members, on the other. The
transactions were made in the ordinary course of business on substantially the same terms, including interest rates
and collateral, that prevailed at the time for comparable transactions with other persons not related to the lender
and did not involve more than the normal risk of collectability or present other unfavorable features. Personal loans
made to any Director or an executive officer must comply with Sarbanes-Oxley, Regulation O, and the Corporate
Governance Guidelines, and must be made in the ordinary course of business.

Citi’s Hedging Policies

Citi’s Corporate Governance Guidelines prohibit the hedging of Citi common stock held by directors and executive
officers, whether the shares of stock are granted as compensation or are otherwise held by the director or executive
officer. For this purpose, an executive officer means any person designated by Citi as an “officer” under Section 16
of the Exchange Act.
Citi’s Code of Conduct, which applies to all Citi employees, executive officers and directors, states that when
considering personal investments in Citi securities, an individual must avoid any personal trade or investment in
a security, derivative, futures contract, commodity, or other financial instrument if the trade or investment might
affect or appear to affect the individual’s ability to make unbiased business decisions for Citi.
In addition, Citi’s Personal Trading and Investment Policy (the PTIP) prohibits the hedging in any manner (other
than currency hedges) by Covered Persons (including directors and executive officers) of unvested restricted stock
or deferred stock awarded as compensation under Citi’s Capital Accumulation Program. The PTIP also prohibits
engaging in speculative transactions in Citi securities, including sales of naked calls and speculative option
strategies, as well as any other transaction that would benefit from a decline in the value of a Citi security. The PTIP
generally allows Covered Persons (excluding directors and executive officers) to hedge vested long positions of then
deliverable Citi securities. Covered Persons under the PTIP include (but are not limited to) individuals who 1) may
have access to material non-public information regarding Citi, 2) are employed by Citi’s Institutional Clients Group,
3) are FINRA-registered employees or associates of any of Citi’s U.S. broker dealer entities, or 4) work in a securities
or advisory business in Citi Personal Wealth Management, as well as certain individuals who are related to Covered
Persons. Because directors and executive officers who are Covered Persons under the PTIP are also subject to the
hedging policy applicable to directors and executive officers pursuant to the Corporate Governance Guidelines, a
proposed transaction by a director or executive officer may be prohibited by application of one policy even if the
transaction would be permissible under the other policy.
Finally, Citi maintains policies specific to U.K. and European regulatory requirements. These policies provide that
all employees in the applicable countries who receive a portion of their remuneration in stock or any other deferral
mechanism designated by Citi must not take out insurance contracts or engage in personal hedging strategies, or
remuneration or liability-related contracts of insurance, that undermine, or may undermine, any risk alignment
effects of their remuneration arrangements.
Business Practices Committees

The business practices committees, which are composed of our most senior executives, provide the guidance
necessary for Citi’s business practices to meet the highest standards of professionalism, integrity, and ethical
behavior consistent with Citi’s Mission and Value Proposition. The business practices committees for the corporate
level and each of Citi’s businesses and regions review business activities, transactions, sales practices, product
design, potential conflicts of interest, and other franchise or reputational risk issues escalated to these committees.
Business practices concerns may be raised through a variety of sources, including business practices working
groups, other in-business committees, or the control functions. Relevant issues from the business practices
committees are reported on a regular basis to the Nomination, Governance and Public Affairs Committee of
the Board.
Ethics, Conduct and Culture

At Citi, our mission is to serve as a trusted partner to our clients by responsibly providing financial services that
enable growth and economic progress.
www.citigroup.com
We foster a culture of ethics through our governance framework, programs and efforts that embed our culture
and expectations for behavior throughout the organization, and collaboration with key stakeholders outside Citi to
improve Citi’s and the banking industry’s culture.
Governance over Culture

The cornerstone of our approach to culture is our governance framework, which begins with a strong “tone from
the top” starting with the Citigroup Board of Directors. In 2014, Citi’s Board established a standing Ethics, Conduct
and Culture Committee of the Board to oversee senior management’s ongoing efforts to foster a culture of ethics
throughout Citi. For more information, please see the Ethics, Conduct and Culture Committee Charter, which is set
forth on Citi’s website at www.citigroup.com.
With oversight from the Ethics, Conduct and Culture Committee, senior management has undertaken a number
of efforts in support of Citi’s culture, including developing Citi’s Mission and Value Proposition and Leadership
Standards. On an ongoing basis, the Ethics, Conduct and Culture Committee remains responsible for overseeing
senior management’s efforts to reinforce and enhance a culture of ethics within Citi, which includes:
• Overseeing efforts to enhance and communicate Citi’s Mission and Value Proposition, evaluating management’s
progress, and providing feedback on these efforts;
• Overseeing management’s efforts to support ethical decision-making in the organization, evaluating
management’s progress and providing feedback on these efforts; and
• Reviewing Citi’s Code of Conduct and Code of Ethics for Financial Professionals.
Programs and Efforts that Embed Culture

To promote a culture of ethics and appropriate conduct, Citi focuses on empowering individuals by establishing
global policies, programs, and processes that embed our values throughout the organization and guide and support
our employees in making ethical decisions and adhering to Citi’s standards of conduct. Under the oversight of and
with input and feedback from the Ethics, Conduct and Culture Committee, senior management has prioritized a
number of efforts to further embed our values and conduct expectations into the organization. The following are a
few examples of our programs and associated efforts to set, reinforce, and embed our culture at Citi:
• Communications and awareness efforts concerning our Mission and Value Proposition, including Citi-wide
videos from senior management articulating our core principles and providing examples of these principles
in action.
• Embedding the Leadership Standards into key aspects of our employee life cycle, such as hiring and
performance reviews.
• Training of employees on key culture-related themes, including on our Code of Conduct, ethical decision-
making, and the importance of leadership.
Code of Ethics for Financial Professionals

The Citi Code of Ethics for Financial Professionals applies to Citi’s Chief Executive Officer (Principal Executive
Officer), Chief Financial Officer (Principal Financial Officer) and Controller (Principal Accounting Officer) and all
Finance Professionals and Administrative Staff in a finance role, including but not limited to Controllers, Finance &
Risk Shared Services (FRSS), Capital Planning, Financial Planning & Analysis, Productivity and Strategy, Treasury,
Tax, M&A, Investor Relations and the Regional/Business teams. Citi expects all of its employees to act in accordance
with the highest standards of personal and professional integrity in all aspects of their activities, to comply with
all applicable laws, rules, and regulations, to deter wrongdoing, and abide by the Citi Code of Conduct and other
policies and procedures adopted by Citi that govern the conduct of its employees. The Code of Ethics for Financial
Professionals is intended to supplement the Citi Code of Conduct. A copy of the Code of Ethics for Financial
Professionals is available on our website at www.citigroup.com. Click on “About Us,” then “Corporate Governance,”
and then “Code of Ethics for Financial Professionals.” We will disclose amendments to, or waivers from, the Code of
Ethics for Financial Professionals, if any, on our website.

Ethics Hotline
Citi expects employees to raise concerns or questions regarding ethics, discrimination or harassment matters, and
to promptly report suspected violations of these and other applicable laws, regulations, rules, or breaches of Citi
policies, procedures, standards, or the Citi Code of Conduct. Citi offers several channels by which employees and
others may report ethical concerns, including concerns about accounting, internal controls, or auditing matters. We
provide a global Ethics Hotline, a toll-free number that is available 24 hours a day, seven days a week, 365 days a
year, and is staffed by live operators who can connect to translators to accommodate multiple languages. Calls to
the Ethics Hotline are received by a third-party vendor, located in the United States, which reports the calls to the
Citi Ethics Office for handling.
Any individual may also raise a concern by accessing Citi’s public-facing corporate website. Individuals raising
concerns may choose to remain anonymous to the extent permitted by applicable laws and regulations. We
prohibit retaliatory actions against anyone who raises concerns or questions in good faith, or who participates in
a subsequent investigation of such concerns. The Ethics Office reports on concerns it receives via the Citi Ethics
Hotline to the Audit Committees of the Board of Directors of Citigroup Inc. and Citibank, N.A. on a quarterly basis.
Code of Conduct
The Board has adopted a Code of Conduct, which provides an overview of certain laws, regulations, and select Citi
policies and procedures applicable to the activities of Citi, and sets forth Citi’s Mission and Value Proposition, as well
as the standards of ethics and professional behavior expected of employees and representatives of Citi. The Code of
Conduct applies to every director, officer, and employee of Citi and its consolidated subsidiaries. All Citi employees,
directors, and officers are required to read and comply with the Code of Conduct. In addition, other persons
performing services for Citi may be subject to the Code of Conduct by contract or other agreement. The Code of
Conduct is publicly available in multiple languages at www.citigroup.com. Click on “About Us,” then “Corporate
Governance,” and then “Code of Conduct.”
Communications with the Board

Stockholders or other interested parties who wish to communicate with a member or members of the Board,
including the Chair or the non-management Directors as a group, may do so by addressing their correspondence to
the Board member or members, c/o the Corporate Secretary, Rohan Weerasinghe, Citigroup Inc., 388 Greenwich
Street, New York, NY 10013. The Board of Directors has approved a process pursuant to which the office of the
Corporate Secretary will review and forward correspondence to the appropriate person or persons for response.
www.citigroup.com
44
Stock Ownership
Citi has long encouraged stock ownership by its Directors, officers, and employees to align their interests with the
long-term interests of stockholders. The Board and executive officers are subject to a stock ownership commitment,
which requires these individuals to maintain a minimum ownership level of Citigroup stock. Executive officers are
required to retain at least 75% of the equity awarded to them as incentive compensation (net of amounts required to
pay taxes and option exercise prices) as long as they are executive officers. In addition, a stock holding period applies
after the executive officer leaves Citi, or is no longer an executive officer. He or she must retain, for one year after
ending executive officer status, 50% of the shares previously subject to the stock ownership commitment. Directors
are similarly required to retain at least 75% of the net equity awarded to them, further aligning their interests with
stockholders. The Board may revise the terms of the stock ownership commitment from time to time to reflect legal
and business developments warranting a change. In addition, Directors and executive officers may not enter into
hedging transactions in respect of Citi’s common stock or other securities issued by Citi, including securities granted
by the Company to the Director or executive officer as part of his or her compensation and securities purchased or
acquired by the Director or executive officer in a non-compensatory transaction. For more information on hedging,
please see Citi’s Hedging Policies on page 41 of this proxy statement.
The following table shows the beneficial ownership of Citi common stock by our Directors, named executive officers,
current CFO, and Directors and executive officers as a group at February 24, 2020. For purposes of this table, “beneficial
ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person, or group
of persons, is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to
acquire within 60 days of the date of determination.
BENEFICIAL OWNERSHIP TABLE

Owned by
Common or Tenant in
Stock Common with
Beneficially Options Family Member,
Owned Exercisable Trust, Total
Excluding Within Mutual Fund Beneficial Receipt Total
Name Options(1) 60 days or 401(K)(2) Ownership(3) Deferred(4) Ownership(5)
Michael L. Corbat 378,096 — — 378,096 265,769 643,865
Ellen M. Costello 22,484 — — 22,484 1,900 24,384
Grace E. Dailey 730 — — 730 1,900 2,630
Barbara J. Desoer 63,982 — — 63,982 47,875 111,857
John C. Dugan 8,648 — — 8,648 1,900 10,548
Jane Nind Fraser 59,206 — — 59,206 186,738 245,944
Duncan P. Hennes 18,514 — — 18,514 1,900 20,414
Peter B. Henry 23,816 — — 23,816 1,900 25,716
Bradford Hu 34,374 — — 34,374 75,691 110,065
S. Leslie Ireland 5,093 — — 5,093 1,900 6,993
Lew W. (Jay) Jacobs, IV 3,521 — 4,290 7,811 1,900 9,711
Renée J. James 11,635 — — 11,635 1,900 13,535
Mark A. L. Mason 14,690 — 284 14,974 73,885 88,859
Eugene M. McQuade* 128,682 — 3,098 131,780 950 132,730
Gary M. Reiner(6) 33,231 — — 33,231 1,900 35,131
Diana L. Taylor 34,978 — — 34,978 1,900 36,878
James S. Turley 19,640 — — 19,640 1,900 21,540
Deborah C. Wright 7,205 — — 7,205 1,900 9,105
Alexander R. Wynaendts 730 — — 730 1,900 2,630
Paco Ybarra 420,474 — — 420,474 212,388 632,862
Ernesto Zedillo Ponce de Leon 33,527 — — 33,527 1,900 35,427
Total (28 Directors and
Executive Officers
as a group) 1,552,279 — 14,680 1,566,959 1,218,555 2,785,514
* Eugene McQuade received a grant of 1,900 deferred shares under the Compensation Plan for Non-Employee Directors on
February 13, 2020. On March 6, 2020, Mr. McQuade announced his plans to retire from Citi’s Board of Directors. Under the
terms of the Compensation Plan, his shares will be pro-rated to 950 shares when they vest.

Stock Ownership 45
(1) The stock reported for certain Directors in this column includes deferred common stock, which is fully vested and which the
Director or Directors have the right to acquire within 60 days.
(2) Stock held as a tenant-in-common with a family member or trust, owned by a family member, held by a trust for which the
Director or executive officer is a trustee but not a beneficiary, or held by a mutual fund which invests substantially all of its
assets in Citi common stock.
(3) At February 24, 2020, no Director or executive officer beneficially owned more than 1% of Citi’s outstanding common stock.
At February 24, 2020, all of the Directors and executive officers as a group beneficially owned approximately 0.07% of Citi’s
common stock.
(4) Amounts represent Directors’ deferred common stock. The deferred common stock becomes distributable approximately on
the second anniversary of the date of grant; however, if a Director retired or resigned from the Board during the year when
the award was granted, the Director would forfeit a pro rata portion of the award. Amounts also represent, as applicable,
unvested shares of executive officers.
(5) Total Ownership reflects the amount represented in the Section 16 filings of the relevant Director or Executive Officer.
(6) Mr. Reiner also owns 485 depositary shares of Citi’s 5.9% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series B,
which represents 0.065% of such series of preferred stock.
OWNERS OF MORE THAN 5% OF CITI COMMON STOCK

Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
BlackRock, Inc.(a)
55 East 52nd Street, New York, NY 10055 158,487,607 7.3%
The Vanguard Group, Inc.(b)
100 Vanguard Blvd., Malvern, PA 19355 179,002,524 8.19%
(a) Based on the Schedule 13G filed with the SEC on February 10, 2020 by BlackRock, Inc. and certain subsidiaries, BlackRock
reported that it had sole voting power over 138,005,178 shares and had sole dispositive power over 158,487,607 shares. The
Schedule 13G states that the shares are beneficially owned by funds and accounts managed by BlackRock and any economic
interests of the securities covered are held by BlackRock for the benefit of the funds and accounts and not for BlackRock’s
own account.
(b) Based on the Schedule 13G filed with the SEC on February 12, 2020 by Vanguard and certain subsidiaries, Vanguard reported
that it had sole voting power over 3,265,995 shares; sole dispositive power over 175,301,794 shares; shared voting power
over 637,013 shares; and shared dispositive power over 3,700,730 shares. Vanguard Fiduciary Trust Company, a wholly owned
subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,467,836 shares or 0.11% of Citi’s common stock as a result
of its serving as investment manager of collective trust accounts. In addition, Vanguard Investments Australia, Ltd., a wholly
owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 1,991,557 shares or .09% of Citi’s common stock as a
result of its serving as investment manager of Australian investment offerings.
www.citigroup.com
46
Proposal 1: Election of Directors

On March 6, 2020, Eugene M. McQuade informed the Board of Directors of Citigroup Inc. (Citi) of his decision not
to stand for re-election at Citi’s Annual Stockholders Meeting on April 21, 2020. Mr. McQuade will retire from the
Board on April 21, 2020. Other than Mr. McQuade, the Board has nominated all of the current Directors for re-
election at the 2020 Annual Meeting. Directors are not eligible to stand for re-election after reaching the age of 72.
Ms. Dailey and Mr. Wynaendts were elected by the Board in October 2019. Each of Ms. Dailey and Mr. Wynaendts were
recommended as candidates for election to Citi’s Board by one of their fellow directors and each was also identified as
a potential director candidate by Egon Zehnder, the Board’s nominating consultant. If elected, each nominee will hold
office until the 2021 Annual Meeting or until his or her successor is elected and qualified.
Director Criteria and Nomination Process

The Nomination, Governance and Public Affairs Committee considers all qualified candidates identified by
members of the Nomination, Governance and Public Affairs Committee, by other members of the Board, by senior
management, and by security holders. During 2019, the Committee engaged Egon Zehnder to assist in identifying
and evaluating potential nominees. Stockholders who would like to propose a Director candidate for consideration
by the Nomination, Governance and Public Affairs Committee may do so by submitting the candidate’s name,
résumé, and biographical information to the attention of the Corporate Secretary, Rohan Weerasinghe, Citigroup
Inc., 388 Greenwich Street, New York, New York 10013. All proposals for nominations received by the Corporate
Secretary will be presented to the Committee for its consideration.
In considering the composition of the Board of Directors, the Nomination, Governance and Public Affairs Committee
inventories the categories of risks faced by Citi, given its size, business mix, and geographical presence, and
seeks to identify candidates with the skills and experience necessary to enable the Board of Directors to provide
proper oversight of those risks. The Nomination, Governance and Public Affairs Committee also takes Director
tenure into consideration when making Director nomination decisions and believes that it is desirable to maintain
a mix of longer-tenured, experienced Directors and newer Directors with fresh perspectives. The Nomination,
Governance and Public Affairs Committee and the Board also believe that longer-tenured, experienced Directors are
a significant strength of the Board, given the large size of our Company, the breadth of our product offerings, and
the international scope of our organization. When nominating new director candidates, the Nomination, Governance
and Public Affairs Committee instructs its recruiting firm to include diverse candidates in each slate. The Board’s
composition, and the individuals nominated for consideration by stockholders, are the result of careful consideration
by the Committee of the correspondence between the risk inventory and skills and experience of the Board
members and candidates. In addition to the ability to assist the Board in its oversight of a particular risk or risks,
as more fully described in each nominee’s biography, the members of the Board are assessed based on a variety
of factors, including the following criteria, which have been developed by the Nomination, Governance and Public
Affairs Committee and approved by the Board:
• Whether the candidate has exhibited behavior that indicates he or she is committed to the highest
ethical standards;
• Whether the candidate has had business, governmental, non-profit or professional experience at the chair,
chief executive officer, chief operating officer, or equivalent policy-making and operational level of a large
organization with significant international activities across many regulatory jurisdictions and regions that
indicates that the candidate will be able to make a meaningful and immediate contribution to the Board’s
discussion of and decision-making on the array of complex issues facing a large financial services business that
operates on a global scale;
• Whether the candidate has special skills, expertise and a diverse background that would complement the
attributes of the existing Directors, taking into consideration the diverse communities and geographies in which
the Company operates;
• Whether the candidate has the financial expertise required to provide effective oversight of a diversified financial
services business that operates on a global scale;

Proposal 1: Election of Directors 47
• Whether the candidate has achieved prominence in his or her business, governmental, or professional activities
and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments
that the Board is called upon to make;
• Whether the candidate will effectively, consistently, and appropriately take into account and balance the
legitimate interests and concerns of all of the Company’s stockholders and other stakeholders in reaching
decisions, rather than advancing the interests of a particular constituency;
• Whether the candidate possesses a willingness to challenge management while working constructively as part of
a team in an environment of collegiality and trust; and
• Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties
as a Director.
Application of these factors involves the exercise of judgment by the Nomination, Governance and Public Affairs
Committee and the Board. In addition, see Board Diversity on page 29 for additional factors considered by the Board
when selecting candidates.
Based on its assessment of each candidate’s independence, skills and qualifications and the criteria described
above, the Nomination, Governance and Public Affairs Committee will make recommendations regarding potential
Director candidates to the Board.
The Nomination, Governance and Public Affairs Committee follows the same process and uses the same criteria
for evaluating candidates proposed by stockholders, members of the Board of Directors, and members of senior
management. For the 2019 Annual Meeting, Citi did not receive notice from any stockholders regarding a nomination
to the Board of Directors.
Director Qualifications
The nominees for the Board of Directors each have the qualifications and experience to approve and guide Citi’s
strategy and to oversee management’s execution of that strategic vision. Citi’s Board of Directors consists of
individuals with the skills, experience, and diverse backgrounds necessary to oversee Citi’s efforts toward becoming
a simpler, smaller, safer, and stronger financial institution, while mitigating risk and operating within a complex
financial and regulatory environment.
The nominees listed below are leaders in business, the financial community, and academia because of their
intellectual acumen and analytic skills, strategic vision, ability to lead and inspire others to work with them, and
records of outstanding accomplishments over a period of decades. Each has been chosen to stand for election in
part because of his or her ability and willingness to ask difficult questions, understand Citi’s unique challenges, and
evaluate the strategies proposed by management, as well as their implementation.
Each of the nominees has a long record of professional integrity, a dedication to his or her profession and
community, a strong work ethic that includes a commitment to coming fully prepared to meetings and being
willing to spend the time and effort needed to fulfill professional obligations and the ability to maintain a
collegial environment.
Many of our nominees are either current or former chief executive officers or chairs of other large international
corporations or have experience operating large, complex academic or governmental departments. As such,
they have a deep understanding of, and extensive experience in, many of the areas that are outlined below as
being of critical importance to Citi’s proper operation and success. For the purposes of its analysis, the Board has
determined that nominees who have served as a chief executive officer or a chair of a major corporation or large,
www.citigroup.com
48 Proposal 1: Election of Directors
complex institution have extensive experience with financial statement preparation, compensation determinations,
regulatory compliance (if their businesses are or were regulated), corporate governance, public affairs, and
legal matters.
In evaluating the composition of the Board, the Nomination, Governance and Public Affairs Committee seeks to
find and retain individuals who, in addition to having the qualifications set forth in Citi’s Corporate Governance
Guidelines, have the skills, experience and abilities necessary to meet Citi’s unique needs as a highly regulated
financial services company with operations in the corporate and consumer businesses within the United States and
more than 100 countries around the globe. The Committee has determined it is critically important to Citi’s proper
operation and success that its Board has, in addition to the qualities described above, expertise and experience in
the following areas:
Citi’s Personnel and Compensation Committee is responsible for determining the

compensation of the CEO and approving the compensation of other executive officers
of the Company and the Executive Management Team. In order to properly carry out its
responsibilities with respect to compensation, Citi’s Board must include members who
Compensation 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.
With more than 200 million customer accounts, Citi provides services to its retail customers
in connection with its retail banking, private banking, credit cards, real estate lending,
personal loans, investment services, small- and middle-market commercial banking,
Consumer and other financial services. Citi looks to its Board members with extensive consumer
Business and experience to assist it in evaluating its business model and strategies for reaching and
Financial Services servicing its retail customers domestically and around the world. Citi is a global diversified
bank whose businesses provide a broad range of financial services to consumer and
institutional customers, making it critically important that its Board include members who
have deep financial services backgrounds.
Citi’s reputation is a vital asset in building trust with its clients and other stakeholders,
and Citi makes every effort to communicate its corporate values to its stockholders and
clients, its achievements in the areas of corporate social responsibility, sustainability,
and philanthropy, and its efforts to improve the communities in which we live and work.
Corporate Members of the Board with experience in the areas of corporate affairs, philanthropy,
Affairs community development, communications, and corporate social responsibility are needed to
assist management by reviewing Citi’s policies and programs that relate to significant public
issues, including environmental, social and governance factors, as well as by reviewing Citi’s
relationships with external stakeholders and issues that impact Citi’s reputation.

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 corporate governance guidelines applicable to the Company and monitoring the Company’s
Governance 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.
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
Financial outside independent auditors, subject to stockholder ratification, and lead engagement
Reporting 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 employs approximately 200,000 people in nearly 100 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, diversity, employee
Human
Capital benefits, compensation programs, career trajectories, and U.S. and global labor issues.
Management 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 work force, with an emphasis on development of human resources.
Citi provides a wide variety of services to its corporate clients, including strategic and
financial advisory services, such as mergers, acquisitions, financial restructurings, loans,
foreign exchange, cash management, underwriting and distributing equity, and debt and
equity derivative services, markets and securities services, retail structured products,
Institutional liquidity management, treasury and trade solutions and securities and fund services. With
Business a corporate business as extensive and complex as Citi’s, it is crucial that members of the
Board have the depth of understanding and experience necessary to guide management’s
conduct of these lines of business.
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
International advantage for Citi, because it allows us to serve U.S. and foreign businesses and individual
Business or clients whose activities span the globe. Directors with international business experience
Economics 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.
In addition to the regulatory supervision described below, 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, monitors the progress of legal proceedings, and evaluates major settlements.
Citi’s Board must include members with experience in regulatory compliance, as well as an
Legal Matters
understanding of complex litigation and litigation strategies.
www.citigroup.com
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. Since then, Citi has
continued to leverage new technologies to deliver enhanced products and services to
its clients and customers such as online banking, mobile and tablet banking, and mobile
Operations and check deposit. In addition, Citi deploys new technology and platform innovations to gather,
Technology process, analyze, and provide information to execute transactions and meet the needs
of its clients and customers. In this context, Citi must be able to access reliable data to
ensure that it complies with regulatory requirements, including anti-money laundering
and sanctions, and to meet other information security and control objectives. Citi must
ensure that its operations are efficient and there is a continuous focus on enhancing
productivity to meet its operational and strategic goals. The Board must include members
who have knowledge and experience in technology, including such technology-centric
issues as cybersecurity, data privacy and data management, and the changing supervisory
and regulatory technology landscape. 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.
Citi and its subsidiaries are regulated and supervised by numerous regulatory agencies,
both domestically and internationally, including in the U.S. the Federal Reserve Board, the
Office of the Comptroller of the Currency, the FDIC, the Consumer Financial Protection
Bureau, and state banking and insurance departments, as well as international financial
Regulatory and services authorities. Having Directors with experience interacting with regulators or
Compliance 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.
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,
Risk Management and certain other risks, including liquidity, capital, and balance sheet risks, as well as capital
markets risks, and review recommendations by management regarding risk mitigation.
Given increased cybersecurity threats, Citi’s Board must have members who have sufficient
experience to enable them to oversee management’s efforts to monitor, detect and prevent
cyber threats to Citi. 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.

The Nominees
The following tables give information — provided by the nominees — about their principal occupation, business
experience, and other matters.
Each nominee’s biography highlights his or her particular skills, qualifications, and experience that support the
conclusion of the Nomination, Governance and Public Affairs Committee that the nominee is extremely qualified to
serve on Citi’s Board.
Board Recommendation
The Board of Directors recommends that you vote FOR each of the
following nominees.
Name and Age at

Record Date Position, Principal Occupation, Business Experience and Directorships
Chief Executive Officer
Citigroup Inc.
• Chief Executive Officer, Citigroup Inc. – October 2012 to Present
• Chief Executive Officer, Europe, Middle East, and Africa – December 2011 to
October 2012
• Chief Executive Officer, Citi Holdings – January 2009 to December 2011
• Chief Executive Officer, Citi’s Global Wealth Management – September 2008 to
January 2009
• Head of Global Corporate Bank and Global Commercial Bank – March 2008 to
September 2008
Michael L. Corbat • Head of Global Corporate Bank – April 2007 to March 2008
Age: 59 • Head of Global Relationship Bank – March 2004 to April 2007
• Head of EM Sales & Trading and Capital Markets, FICC – October 2001 to March 2004
Director of Citigroup • Head of EM Sales & Fixed Income Origination – March 1988 to October 2001
since 2012
Skills and Qualifications
Other Public
Mr. Corbat is an experienced financial services executive and finance professional, and
Company Directorships:
has been nominated to serve on the Board because of his extensive experience and
None
expertise in the areas of Financial Services, Human Capital Management, Financial
Previous Directorships Reporting, Institutional Business, Corporate and Consumer Businesses, Regulatory
within the last five years: and Compliance, and Corporate Affairs. In his role as Chief Executive Officer of
None Citigroup Inc., his prior position as Citi’s CEO of Europe, Middle East, and Africa, and
his extensive career at Citi he has gained experience in all of Citi’s business operations,
Other Activities:
including consumer banking, corporate and investment banking, securities and trading,
The Clearing House
and private banking services. In these roles, Mr. Corbat has gained extensive financial
Association (Chairman of
the Supervisory Board), services, financial reporting, corporate business, and risk management experience.
Financial Services Forum Additionally, in his role as CEO of Citi Holdings, Citi’s portfolio of non-core businesses
(Vice Chairman), Bank Policy and assets, he oversaw the divestiture of more than 40 businesses, including the IPO
Institute (Permanent Board and sale of Citi’s remaining stake in Primerica. Mr. Corbat also successfully oversaw
Member), The Partnership the restructuring of Citi’s consumer finance and retail partner cards businesses and
for New York City (Executive divested more than $500 billion in assets, reducing risk on the Company’s balance
Committee Member), The sheet and freeing up capital to invest in Citi’s core banking business.
Business Council (Member),
Primary Qualifications
Business Roundtable
(Member), International Financial Reporting
Business Council of WEF
(Member), and The U.S. Human Capital Management
Ski & Snowboard Team
Foundation (Trustee) Institutional Business
Regulatory and Compliance
www.citigroup.com
Name and Age at

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
Ellen M. Costello Group – 2000
Age: 65 • Executive Vice President and Head, Global Treasury Group, BMO Financial Group –
1997 to 1999
Director of Citigroup • Senior Vice President and Deputy Treasurer, Global Treasury Group, BMO Financial
since 2016 Group – 1995 to 1997
• Managing Director and Regional Treasurer, Asia Pacific, Global Treasury Group, BMO
Director of Citibank, N.A. Financial Group – 1993 to 1994
since 2016 • Managing Director and Head, North American Financial Product Sales, Global
Other Public Treasury Group, BMO Financial Group – 1991 to 1993
Diebold Nixdorf, Inc.
Ms. Costello is an accomplished financial services executive and through her prominent
Previous Directorships roles in the areas of Financial Services, Risk Management, Institutional and Consumer
within the last five years:
Businesses, Financial Reporting, Operations and Technology, and Regulatory and
DH Corporation Compliance, has been nominated to serve on the Board. Because Citi is an international
Other Activities: financial services company with both consumer and institutional businesses, having
Chicago Council on former banking executives with extensive banking experience, like Ms. Costello, as
Global Affairs (Board) 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
and The Economic Club of
institution, Ms. Costello acquired extensive experience in personal and commercial
Chicago (Member)
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
her current board service at 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.
Consumer Business and Financial Services
Financial Reporting
Risk Management

Name and Age at

Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National
Bank Examiner, Office of the Comptroller of the Currency
• Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank
Examiner, Office of the Comptroller of the Currency – 2016 to 2019
• Assistant Deputy Comptroller, Office of the Comptroller of the Currency –
2015 to 2016
• Examiner-in-Charge – U.S. Bank, Office of the Comptroller of the Currency –
2010 to 2015
• Deputy Comptroller – Large Bank Supervision, Office of the Comptroller of the
Currency – 2001 – 2010
Grace E. Dailey • Examiner-in-Charge – Citibank, Office of the Comptroller of the Currency
Age: 59 – 1997 to 2001
• Various Roles, Office of the Comptroller of the Currency – 1983 - 1997
Director of Citigroup
since 2019 Skills and Qualifications
Other Public Ms. Dailey is an experienced former banking regulator and has been nominated to serve
on the Board because of her extensive skills and knowledge in the areas of Consumer
Business and Financial Services, Financial Reporting, Regulatory and Compliance, and
None
Risk Management. Ms. Dailey’s service as the former Senior Deputy Comptroller for
Previous Directorships Bank Supervision and as the former Chief National Bank Examiner enables her to bring
within the last five years: a deep experience in risk management, consumer banking, and financial regulation.
None In addition, her extensive financial services background adds significant value to
Citi’s Board. Her 36 years of experience as a banking regulator gives her a unique
Other Activities: understanding of our industry and insight into key issues facing financial institutions.
None Ms. Dailey’s extensive risk management, regulatory, compliance, and government affairs
experience well qualify her to serve on Citi’s Board.
Financial Reporting
Risk Management
www.citigroup.com
Name and Age at

Chair
Citibank, N.A.
• Chair, Citibank, N.A. – April 2019 to Present
• Chief Executive Officer, Citibank, N.A. – April 2014 to April 2019
• Chief Operating Officer, Citibank, N.A. – October 2013 to April 2014
• President, Bank of America Home Loans, Bank of America – 2008 to 2012
• Global Technology & Operations Executive, Bank of America – 2004 to 2008

Ms. Desoer has been nominated to serve on the Board because of her significant insight
Barbara J. Desoer into the financial services industry, including client services, and extensive expertise
in financial management, risk management and the management of regulatory issues
Age: 67
at large financial institutions. She has over 40 years of large bank experience, as the
Director of Citigroup CEO of Citibank, N.A. for five years and a 35-year career at Bank of America, serving in
since 2019 such roles as the President of Bank of America Home Loans and as a Global Technology
& Operations Executive. Ms. Desoer’s knowledge of and experience in the financial
Director of Citibank, N.A. services industries qualifies her to serve on Citi’s Board. Her primary qualifications
since 2014 are in the following areas: Consumer Business and Financial Services, and Institutional
Business through her roles at Citibank, N.A. and Bank of America; Operations and
Other Public
Technology experience while serving as a Global Technology & Operations Executive
at the Bank of America where she enabled growth and innovation through technology;
DaVita Inc. Regulatory and Compliance through her service as the CEO of Citibank, N.A. and
Previous Directorships previously as the head of Citi’s Anti-Money Laundering Program; and Risk Management
within the last five years: through her oversight of Citi’s Comprehensive Capital Analysis and Review Process and
None serving on Citibank’s Risk Management Committee. Ms. Desoer is a significant asset to
Citi’s Board because of her expertise in financial regulation, leadership in the operations
Other Activities: of a large global financial institution, and technology and management expertise.
Board of Visitors of the
University of California, Primary Qualifications
Berkeley (Member)
Risk Management

Name and Age at

Chair
Citigroup Inc.
• Chair, Citigroup Inc. – January 2019 to Present
• Director, Citigroup Inc. – October 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,
John C. Dugan Housing, and Urban Affairs – 1985 to 1989
Age: 64 Skills and Qualifications
Director of Citigroup Mr. Dugan is an experienced former banking regulator and former law firm partner
since 2017 and has been nominated to serve on the Board because of his extensive skills and
knowledge in the areas of Risk Management, Financial Services, Legal Matters,
Other Public Corporate Governance, and Regulatory and Compliance. Because Citi operates in a
Company Directorships: highly regulated industry, having Board members like Mr. Dugan, with valuable expertise
None and perspective in regulatory, legal, and compliance matters, is vital to enhancing the
Previous Directorships Board’s oversight of the Company. During his tenure as Comptroller of the Currency,
within the last five years: Mr. Dugan led the agency through the financial crisis and the ensuing recession that
None resulted in numerous regulatory, supervisory, and legislative actions for national
banks. As a former partner at Covington & Burling LLP, Mr. Dugan advised financial
Other Activities: institution clients, including boards of directors, on a range of issues arising from
University of Michigan, increased regulatory requirements resulting from the financial crisis, including the
“Michigan in Washington” implementation of the Dodd-Frank Act. In the international arena, Mr. Dugan developed
program (Advisory Board) 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.
Legal Matters
Risk Management
www.citigroup.com
Name and Age at

Co-Founder and Partner
Atrevida Partners, LLC
• Co-Founder and Partner, Atrevida Partners, LLC – June 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

Mr. Hennes is an experienced financial services professional and has been nominated to
Duncan P. Hennes serve on the Board because of his considerable expertise in the areas of Compensation,
Financial Services, Risk Management, Financial Reporting, Institutional Business, and
Age: 63
Regulatory and Compliance. Because Citi is an international financial services company
Director of Citigroup with a significant institutional business and a need to ensure proper risk management,
since 2013 having an executive, like Mr. Hennes, with extensive institutional and risk management
experience, enables the Board to provide knowledgeable oversight of its institutional
Director of Citibank, N.A. business and its risk management function. In his role as the Co-Founder of Atrevida
since 2013 Partners, LLC and his prior experience at Promontory Financial Group and Bankers
Trust Corporation, Mr. Hennes has developed wide-ranging skills and experience in
Other Public
financial services, regulatory compliance, corporate and investment banking, and
securities and trading. While at Bankers Trust Corporation, Mr. Hennes was Chairman
RenaissanceRe of Oversight Partners I, the consortium of 14 firms that participated in the equity
Holdings Ltd. recapitalization of Long-Term Capital Management. As the Chairman of Oversight
Previous Directorships Partners I, Mr. Hennes gained experience in credit and risk management, and personnel
within the last five years: matters. In his capacity as CEO of Soros Fund Management, Mr. Hennes gained
Syncora Holdings, Ltd. experience in investing, operational infrastructure, and trading, including arbitrage
activities. Mr. Hennes’s experience as a Certified Public Accountant has also given him
Other Activities: audit, financial reporting, and risk management expertise.
None
Compensation
Risk Management

Name and Age at

Dean Emeritus and W. R. Berkley Professor of Economics and Finance
New York University, Leonard N. Stern School of Business
• Dean Emeritus and W. R. Berkley Professor of Economics and Finance, New York
University, Leonard N. Stern School of Business – December 2017 to Present
• Dean, New York University, Leonard N. Stern School of Business – January 2010 to
December 2017
• Faculty Member, Stanford University – 1997 to 2009
• Fellow, National Science Foundation – 1993 to 1996
Peter B. Henry Mr. Henry, a leading academic and seasoned international economist, has been
Age: 50 nominated to serve on the Board because of his extensive expertise in the areas of
International Business or Economics, Financial Services, Risk Management, Financial
Director of Citigroup Reporting, Institutional Business, Human Capital Management, and Corporate
since 2015 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
Other Public he gained in his role as Dean of the Leonard N. Stern School of Business enables him to
Company Directorships: provide an important perspective to the Board’s discussions on public affairs, financial,
Nike, Inc. and operational matters. As a member of the Board of Nike, Inc. and its Corporate
Responsibility and Sustainability and Governance Committees, Mr. Henry has gained
Previous Directorships
valuable insights about the consumer business environment, sustainability issues, and
governance. Mr. Henry’s governmental advisory roles, including leadership of President
General Electric
Obama’s Transition Team’s review of international lending agencies and his service as
Company, Kraft Foods
an economic advisor to governments in developing and emerging markets, have given
Inc. and Kraft Foods him valuable insights and perspectives on international business and financial services.
Group, Inc. (split into Mr. Henry brings to the Board valuable insight in executive leadership at a large private
two companies in university, including a robust understanding of the issues facing companies and
October 2012) governments in both mature and emerging markets around the world.
Other Activities: Primary Qualifications
British-American
Business Council, Corporate Governance
National Bureau of
Economic Research Financial Reporting
(Board), The Economic
Club of New York (Board), Human Capital Management
and Federal Reserve Bank International Business or Economics
of New York (Economic
Advisory Panel)
www.citigroup.com
Name and Age at

Former Assistant Secretary for Intelligence and Analysis, U.S. Department of
the Treasury, and National Intelligence Manager for Threat Finance, Office of the
Director of National Intelligence
• Assistant Secretary and Head of the Office of Intelligence and Analysis, U.S.
Department of the Treasury – 2010 to 2016
• National Intelligence Manager for Threat Finance, Office of the Director of National
Intelligence – 2010 to 2016
• President’s Daily Intelligence Briefer – 2008 to 2010
• Iran Mission Manager – 2005 to 2008
• Executive Advisor to the Director and Deputy Director on Central Intelligence,
S. Leslie Ireland CIA – 2004 to 2005
Age: 60 • Various Leadership, Staff and Analytical positions (classified), CIA – 1985 to 2003

Director of Citigroup
since 2017 Ms. Ireland, former Assistant Secretary for Intelligence and Analysis for the U.S.
Department of the Treasury and National Intelligence Manager for Threat Finance,
Director of Citibank, N.A. brings to Citi significant knowledge and expertise from her career in financial
since 2017 intelligence and cybersecurity, both in the U.S. and internationally. Ms. Ireland has been
Other Public nominated to serve on the Board because of her experience in the areas of Institutional
Company Directorships: Business, International Business or Economics, Operations and Technology, Regulatory
None and Compliance, and Risk Management. During her service to the U.S. Government,
Ms. Ireland provided global economic and financial intelligence, developed and
Previous Directorships strengthened infrastructure to protect U.S. national security, and advised and oversaw
within the last five years: financial intelligence processes. Ms. Ireland is able to offer insight and perspective to
None Citi’s Board on financial threats faced by organizations in the public and private sectors,
including cybersecurity and money laundering. Ms. Ireland’s expertise in protecting IT
Other Activities:
systems from internal and external cybersecurity threats, and setting and evaluating
Intelligence and National
organizational risks, helps enhance the Board’s oversight of cybersecurity and risk
Security Alliance (INSA)
management practices.
(Chair of the Financial
Threats Council) and The Primary Qualifications
Stimson Center (Board)
International Business or Economics
Operations and Technology
Risk Management

Name and Age at

Former President and Managing Director, Pacific Investment Management
Company LLC (PIMCO)
• Chair (non-executive), Commercial Trust Company – 2020 to Present
• President (non-executive), Commercial Trust Company – 1998 to 2020
• President and Managing Director; Executive Committee Member, Compensation
Committee Member, Global Risk Committee Chair, PIMCO – 2014 to 2017
• Managing Director and Global Head of Human Resources, PIMCO – 2008 to 2014
• Managing Director and Head of Fixed Income – Germany, PIMCO – 2006 to 2008
• Executive Vice President and Head of Fixed Income – Germany, PIMCO – 2003 to 2006
• Executive Vice President (2003), Senior Vice President (2001 to 2003), Vice
Lew W. (Jay) President (2000 to 2001), and Associate (1998 to 2000), Office of the CEO,
Jacobs, IV PIMCO – 1998 to 2003
Age: 49
Director of Citigroup Mr. Jacobs is an experienced financial services professional and has been nominated
since 2018 to serve on the Board because of his considerable expertise in the areas of Human
Resources, Compensation, Financial Reporting, Institutional Business, Human Capital
Other Public
Management, and Risk Management. Citi is an international financial services company
with a significant institutional business and a large diverse workforce and Mr. Jacobs,
None
with extensive human resources experience, enhances the Board’s ability to provide
Previous Directorships knowledgeable oversight of one of its most important elements, its employees. He
within the last five years: has been responsible for overseeing and managing executive teams and a sizeable
None worldwide workforce, developing and marketing fixed-income products, and aligning
financial and strategic initiatives. As a result of this experience, Mr. Jacobs brings
Other Activities: to our Board an understanding of the global financial services industry; experience
The Peterson Institute in providing insight and guidance in overseeing executive management, including
for International executive compensation; and oversight of the challenges and risks facing large
Economics (Board companies with complex global operations. Mr. Jacobs’ finance expertise enables him
Member), Commercial to provide a critical perspective on operational and financial aspects of the Company,
Trust Company (Chair including accounting and corporate finance matters.
and Board Member),
Georgetown University Primary Qualifications
(Fellow), and Washington
Compensation
University (Trustee)
Financial Reporting
Human Capital Management

www.citigroup.com
Name and Age at

Chair and CEO, Ampere Computing, and Operating Executive,
The Carlyle Group
• Chair and CEO, Ampere Computing – February 2018 to Present
• Operating Executive, The Carlyle Group – February 2016 to Present
• Former President, Intel Corporation – 2014 to 2016
• Executive Vice President and Head, Group GM Intel Software and Services Business –
2004 to 2013
• Group Vice President and Division General Manager, Sales and Marketing; Group and
General Manager, Microsoft Program Office, Intel – 2001 to 2004
• Division Chief Operating Officer, Intel Online Solutions – 1999 to 2001
Renée J. James • Chief of Staff to Intel Chairman and CEO Andrew Grove – 1995 to 1999
Age: 55
Director of Citigroup Ms. James is a seasoned technology leader with large-scale, broad international
since 2016 operations experience. An accomplished operational executive, Ms. James has
been nominated to serve on the Board because of her expertise in the areas of
Other Public Technology, Risk Management, Human Capital Management, and International and
Company Directorships: Consumer Businesses. She is an accomplished technology executive with wide-ranging
Oracle Corporation, international experience managing large-scale, complex global operations. Through her
Sabre Corporation and 28-year career as a technology executive at Intel and in her current role as Chair and
Vodafone Group Plc CEO of Ampere Computing, a private technology company, and her role as Operating
Previous Directorships Executive with the Media and Technology Practice at The Carlyle Group, as well as in
within the last five years: her role as the Chair of the National Security Telecommunications Advisory Committee
VMware, Inc. to the President of the United States, Ms. James developed extensive expertise in
cybersecurity and emerging technologies. These skills are particularly important to
Other Activities: Citi as a member of an industry facing cyber threats and as a company embracing
President’s innovation and new technologies. Through her career at Intel and her service on
National Security the boards of other prominent international companies (Oracle Corporation, Sabre
Telecommunications Corporation, and Vodafone Group Plc), Ms. James has had executive experience with
Advisory Committee consumer risk management and corporate governance issues.
(Chair) and University of
Oregon (Trustee)

Risk Management

Name and Age at

Operating Partner
General Atlantic LLC
• Operating Partner, General Atlantic LLC – September 2010 to Present
• Senior Vice President and Chief Information Officer, General Electric Company –
1996 to 2010
• Partner, Boston Consulting Group – 1986 to 1991

Mr. Reiner is an experienced executive and has been nominated to serve on the
Board because of his experience in the areas of Operations and Technology, Financial
Gary M. Reiner Reporting, Compensation, Corporate Governance, and International and Consumer
Age: 65 Businesses. In his current role as Operating Partner of General Atlantic LLC, he has
continued to broaden his considerable expertise in technology and management.
Director of Citigroup Through his tenure as Chief Information Officer at General Electric, Mr. Reiner
since 2013 gained extensive experience in the management of a large, complex, multinational
operation, developing technology innovations, strategic planning, and marketing to
Other Public an international consumer and institutional customer base. He also has significant
Company Directorships: knowledge and insight in information technology through his many years of service
Hewlett Packard as a partner of Boston Consulting Group, where he focused on strategic issues for
Enterprise Company technology businesses and in advising on cybersecurity issues. Mr. Reiner’s expertise as
Previous Directorships an innovative technology leader assists Citi in meeting the operational, technology, and
within the last five years: cybersecurity challenges inherent in operating a financial services company in the 21st
Box Inc. century. Through his service on the Hewlett Packard Board of Directors, Mr. Reiner has
developed additional leadership and corporate governance expertise as the Chair of its
Other Activities: Nominating, Governance and Social Responsibility Committee.
None
Compensation
www.citigroup.com
Name and Age at

Former Superintendent of Banks, State of New York
• Vice Chair, Solera Capital LLC – July 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
Diana L. Taylor
Age: 65
Ms. Taylor is an experienced financial services executive and regulator and has been
Director of Citigroup nominated to serve on the Board because of her wide-ranging experience in the
since 2009 areas of Financial Services, Institutional Business, Regulatory and Compliance, Risk
Management, Corporate Affairs, Compensation, Corporate Governance, and Legal
Other Public Matters. Citi’s Board provides oversight of Citi’s banking businesses and regulatory
Company Directorships: relationship, areas where Ms. Taylor is highly skilled; it also provides oversight of Citi’s
Brookfield Asset compensation programs and governance, including public affairs matters, where
Management Ms. Taylor is able to use her valuable perspective to enhance the Board’s oversight.
Previous Directorships Ms. Taylor has broad bank regulatory and risk management experience, having served
within the last five years: as the Superintendent of Banks for the New York State Banking Department. Her
Brookfield Office financial services and corporate business experience includes in-depth private equity,
Properties and Sotheby’s 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;
Other Activities: and Founding Partner and President of M.R. Beal & Company, a full-service investment
Accion (Chair), Columbia banking firm. Ms. Taylor also served as Chief Financial Officer of the Long Island Power
Business School (Board Authority. In addition, through her work on the Sotheby’s Compensation Committee,
of Overseers), Girls the Brookfield Properties Governance Committee, as chair of Accion and the Hudson
Educational & Mentoring River Park Trust, and former chair of the New York Women’s Foundation and the YMCA
Services (GEMS) of Greater New York, Ms. Taylor has gained additional knowledge in corporate affairs,
(Member), Hudson corporate governance, financial reporting, compensation, and legal matters.
River Park Trust (Chair),
Friends of Hudson
River Park, Ideas42, Compensation
International Women’s
Health Coalition, Mailman Corporate Affairs
School of Public Health
(Board of Overseers), The Corporate Governance
After School Corporation
(Member), The Economic
Club of New York, Council
on Foreign Relations
(Member), Hot Bread
Kitchen (Board Chair)
and Cold Spring Harbor
Lab (Member)

Name and Age at

Former Chairman and CEO
Ernst & Young
• Chairman and CEO, Ernst & Young – 2001 to June 2013
• Regional Managing Partner, Ernst & Young – 1994 to 2001

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
James S. Turley extensive knowledge and expertise in the areas of Financial Reporting, Legal Matters,
Age: 64 Corporate Affairs, International Business, Human Capital Management, Regulatory and
Compliance, and Risk Management. As Chair of the Audit Committee and a member
Director of Citigroup of the Risk Management Committee, Mr. Turley adds significant value to the Board’s
since 2013 oversight of financial reporting, regulatory matters, compliance, internal audit, legal
issues, and risk. Having served as Chair and CEO of Ernst & Young, he has developed
Director of Citibank, N.A.
significant expertise in the areas of compensation, litigation, and corporate affairs.
since 2013
Mr. Turley, the former Chairman of the Board of Catalyst, is recognized as a champion
Other Public of diversity, having received the prestigious Crystal Leadership Award for his support of
Company Directorships: equal marketplace access for women and the groundbreaking programs he oversaw at
Emerson Electric Co., Ernst & Young that enable the strategic development of women-owned businesses, and
Northrop Grumman provides guidance to Citi on diversity matters as well.
Corporation and
Precigen, Inc.
Previous Directorships Financial Reporting
None
Other Activities:
Boy Scouts of America Risk Management
(Chairman), Boy Scouts
of Greater St. Louis
(Board Member), World
Scout Foundation (Board
Member), Theatre
Forward (Board Member),
Municipal Theatre
Association of St. Louis
(Board Member), and
Forest Park Forever
(Board Member)
www.citigroup.com
Name and Age at

Former Chairman
Carver Bancorp, Inc.
• Managing Director of U.S. Jobs and Economic Opportunity, Rockefeller Foundation –
2018 to 2020
• Chairman, Carver Bancorp, Inc. – 2005 to 2016
• President and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal
Savings Bank – 1999 to 2014
• President and Chief Executive Officer of the Upper Manhattan Empowerment Zone
Development Corporation, a redevelopment fund – 1996 to 1999
Deborah C. Wright • Commissioner of the Department of Housing Preservation and Development –
1994 to 1996
Age: 62
• Member of the New York City Housing Authority Board – 1992 to 1994, and served on
Director of Citigroup the New York City Planning Commission – 1990 to 1992
since 2017
Director of Citibank, N.A. Ms. Wright is an experienced financial services executive and through her prominent
since 2019 roles in the areas of Financial Services, Consumer Business, Risk Management,
Other Public Corporate Affairs, Financial Reporting, and Regulatory and Compliance, has been
Company Directorships: nominated to serve on the Board. As a highly regulated financial services company
with an extensive consumer business and a commitment to community development,
None
Citi benefits from having Directors, like Ms. Wright, with distinguished careers in
Previous Directorships financial services and who are knowledgeable about, and committed to, community
within the last five years: development. Ms. Wright’s experience as the former Chairman and Chief Executive
Carver Bancorp, Inc., Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank, where she acquired
Time Warner Inc. and significant experience in personal and commercial banking, strategic planning,
Voya Financial, Inc. marketing, regulatory compliance, financial reporting, and personnel matters, brings
leadership qualities to Citi and demonstrates a practical understanding of organizations,
Other Activities: processes, strategy, and risk management. She developed valuable insight into
Memorial Sloan corporate affairs through her role as a Managing Director of U.S. Jobs and Economic
Kettering (Director) Opportunity at The Rockefeller Foundation. Ms. Wright developed financial reporting
experience as former Chair of the Audit and Finance Committee at Time Warner Inc. As
a former board member of Voya Financial, Inc., and through her prior long-term service
as a director of Kraft Foods Inc., she developed and brings to Citi perspective and in-
depth knowledge of serving consumers.
Financial Reporting
Risk Management

Name and Age at

Chief Executive Officer and Chairman of the Executive Board
Aegon NV*
• CEO and Chairman of the Executive Board, Aegon – 2008 to Present
• Chief Operating Officer, Aegon – 2007 to 2008
• Senior Vice President and Executive Vice President, Group Business Development,
Aegon – 1997 to 2007
• Various Roles, Aegon – 1992 to 1997
• Various Roles, ABN AMRO (Amsterdam) – 1984 to 1992

Alexander Mr. Wynaendts is an experienced executive and has been nominated to serve on the
R. Wynaendts Board because of his extensive experience in the areas of Consumer Business and
Age: 59 Financial Services, International Business or Economics, Regulatory and Compliance,
and Risk Management. Mr. Wynaendts developed valuable expertise in international
Director of Citigroup and consumer business, risk management, and regulatory compliance through his
since 2019 more than 30 years’ experience in insurance and international finance. Mr. Wynaendts’
background provides him with an international perspective, particularly in the Europe,
Other Public Middle East and Asia regions, where Citi has a significant presence, geopolitical insights,
Company Directorship: and experience as a leader of a large, international, highly complex business. Through
Air France KLM his service on public company boards, including his service on the Board of Directors
of Air France KLM, he has board-level experience overseeing large, complex public
Previous Directorships
companies in various industries, which provides him with an understanding of corporate
governance and risk management. His experience as the leader of a company in a
None
heavily regulated industry gives him valuable expertise in managing a complex business
Other Activities: in the context of an extensive regulatory regime.
Amsterdam University
Medical Center, The
Geneva Association and Consumer Business and Financial Services
Rijksmuseum Amsterdam
Risk Management
* Aegon NV has announced that Mr. Wynaendts will retire as the Chief Executive Officer and
Chairman of the Executive Board of Aegon NV on May 15, 2020
www.citigroup.com
Name and Age at

Director, Center for the Study of Globalization and Professor in the Field of
International Economics and Politics, Yale University
• Director, Center for the Study of Globalization and Professor in the Field of
International Economics and Politics, Yale University – September 2002 to Present
• President of Mexico – 1994 to 2000
• Secretary of Education, Government of Mexico – 1992 to 1993
• Secretary of Economic Programming and the Budget, Government of Mexico –
1988 to 1992
• Undersecretary of the Budget, Government of Mexico – 1987 to 1988
• Banco de México – Economist, Deputy Manager of Economic Research, Director
Ernesto Zedillo General of FICORCA, Deputy Director – 1978 to 1987
Ponce de Leon
Age: 68
Mr. Zedillo Ponce de Leon is the former President of Mexico, a seasoned economist, and
Director of Citigroup an academic. He has been nominated to serve on the Board because of his extensive
since 2010 experience in the areas of International Business or Economics, Corporate Affairs,
Risk Management, and Corporate Governance. As a financial services company with a
Other Public significant business in Mexico, Citi benefits from having Mr. Zedillo Ponce de Leon on
Company Directorships: its Board to provide a greater understanding of the business, governmental, regulatory,
Alcoa Corp. and economic environment in Mexico. Through his extensive governmental experience,
Previous Directorships including his service from 1978 to 1987 at the Central Bank of Mexico, as Undersecretary
within the last five years: of the Budget for the Mexican government from 1987 to 1988, as Secretary of Economic
Programming and the Budget from 1988 to 1992, and as President of Mexico from
Grupo Prisa and Procter &
1994 to 2000, as well as his academic experience, including his roles as the Director
Gamble Company
of the Center for the Study of Globalization, Professor of International Economics and
Other Activities: Politics and Professor of International and Area Studies at Yale, he has had extensive
BP (Member of experience in the areas of international business, regulatory compliance, and risk
International Advisory management. His service as Chair of the Global Development Network, Chair of the High
Board), Credit Suisse Level Commission on Modernization of World Bank Group Governance, on The Group of
Research Institute Thirty, and on the International Advisory Boards of BP and the Coca-Cola Company, has
(Advisor), The Group of given him extensive international business and corporate affairs experience. Mr. Zedillo
Thirty (Member), Natural Ponce de Leon has gained experience in risk management, corporate governance,
Resource Governance and corporate affairs as a member of the Board of Alcoa Corp., serving on the Audit
Institute (Chair of the Committee and Public Issues Committee; at Procter & Gamble Company, as a member
Board), and Presidential of the Governance and Public Responsibility Committee; as a member of the Innovation
and Technology Committee, Grupo Prisa of Spain; as a past Director of the Union Pacific
Counselor of Laureate
Corporation, where he served on the Audit and Finance Committees; as a past Director
International Universities
of EDS, where he served on the Governance Committee; and as Director of Grupo Prisa
of Spain until November 2017, where he served as Chair of the Governance Committee.
Corporate Affairs
Risk Management

Directors’ Compensation
The key objectives of our Director Compensation Program are to attract qualified talent, provide pay that is
commensurate with the substantial time commitment associated with service, and to foster commonality of interest
between Board members and our stockholders.
Directors’ compensation is determined by the Board and the Nomination, Governance and Public Affairs Committee
makes recommendations to the Board based on periodic benchmarking assessments and advice received from
FW Cook, its independent advisor. In making recommendations to the Board, the Committee considers the
competitive positioning of the aggregate and individual components of compensation, as well as the mix of pay and
structure versus both direct competitors and other comparable organizations. The Committee also considers the
unique skill set required to serve on our Board and the intense time commitment associated with preparation for
and attendance at meetings of the Board and its committees as well as external commitments, such as engagement
with our stockholders and regulators. Since our initial public offering in 1986, Citi has paid outside Directors all or a
portion of their compensation in common stock to ensure that the Directors have an ownership interest in common
with other stockholders.
In 2019, FW Cook provided benchmarking assessments and advice on peer and broad market practices. After
considering the assessments and advice as well as the factors described above, the Committee determined that the
current Director Compensation Program payment structure was appropriate.
Annual Cash Retainer and Deferred Stock Award
Non-employee Directors receive an annual cash retainer of $75,000 and a deferred stock award valued at
$150,000. The deferred stock award is generally granted on the same date that annual incentives are granted
to the senior executives. The deferred stock award generally becomes distributable on the second anniversary
of the date of the grant, and Directors may elect to defer receipt of the award beyond that date. In the event
a Director leaves the Board voluntarily prior to the conclusion of the two-year deferral period and before
attaining age 72, the deferred stock award will be pro-rated based on the number of calendar quarters the
Director served. Directors may elect to receive all or a portion of their cash retainer in the form of common
stock, and Directors may elect to defer receipt of this common stock.
Fees for Service on Citi’s Board Committees, Citibank’s Board, and other Board Service
• A Citi Director who serves as Chair of the Audit Committee, Personnel and Compensation Committee, Risk
Management Committee or certain ad hoc committees is entitled to an annual $50,000 Committee Chair
Fee per committee. A Director who serves as Chair of any other Committee or certain ad hoc committees is
entitled to an annual $35,000 Committee Chair Fee per committee. A Citi Director who serves as a member
of the Audit Committee, Personnel and Compensation Committee, Risk Management Committee or certain
ad hoc committees is entitled to an annual $30,000 Committee Fee per committee. A Citi Director who
serves as a member of the Ethics, Conduct and Culture Committee, the Nomination, Governance and Public
Affairs Committee, the Operations and Technology Committee, the Data Quality subcommittee or certain ad
hoc committees is entitled to an annual $15,000 Committee Fee per committee. Directors are permitted to
receive all or a part of their Committee Fee(s) and Committee Chair Fee(s) in common stock.
• Mses. Costello, Desoer, Ireland and Wright and Messrs. Hennes, McQuade, and Turley serve on Citibank’s
Board of Directors. Each non-employee Director of Citibank is entitled to receive $25,000 as an annual cash
retainer. The Chair of Citibank’s Board is entitled to an annual $50,000 Chair Fee.
• Citi reimburses its Board members for expenses incurred in attending Board and Committee meetings or
performing other services for Citi in their capacities as Directors. Such expenses include food, lodging,
and transportation.
• All Annual Retainers, Committee Fees, and Committee Chair Fees for Citi and Citibank are paid in four equal
quarterly installments per annum. These fees are reported in the Non-Employee Director Compensation
Table on pages 69-70.
• Ms. Taylor serves on the Board of Citigroup Global Markets Limited, an international subsidiary Board of Citi.
www.citigroup.com
Chair Compensation
Citi’s Chair receives annual compensation in the form of a $500,000 Chair Fee, the amount of which was set
by the Board in 2012 in recognition of the significant commitment of time and energy required to serve as
Citi’s Chair. This Fee is in addition to the Retainer and the Deferred Stock Award payable to all Directors, as
well as any relevant Committee Chair and/or Committee Fees. The three elements of compensation for our
current Chair, Mr. Dugan – the Chair Fee, the Retainer and Deferred Stock Award, and Committee Fees – remain
unchanged from the practice in place prior to his appointment in 2019 except regarding the mix of cash and
equity in the Chair Fee. Starting in 2019, the Chair Fee is payable 50% in deferred shares of Citi’s common stock
and 50% in cash or deferred shares of Citi’s common stock. As we disclosed in last year’s proxy statement,
when appointed as Chair, Mr. Dugan agreed to accept the first two elements of Chair compensation, which
consist of the Chair Fee of $500,000 and the Retainer and Deferred Stock Award of $225,000 that all Directors
receive. However, while Mr. Dugan actively participates in the four Board Committees of which he is a member—
Audit; Nomination, Governance and Public Affairs; Personnel and Compensation; and Risk Management as
well as certain ad hoc committees—and attends as many meetings of Citi’s other Committees as is feasible,
he waives the Committee Fees to which he is entitled. His total annual compensation in 2019 was therefore
$725,000, as we disclosed in 2019, and remains the same for 2020. The Board continues to believe this amount
is appropriate in reflection of the evolving role of the Chair and the virtually full-time nature of the Chair’s
responsibilities. In reaching this conclusion, the Board considers many factors, including Mr. Dugan’s extensive
experience and knowledge of the regulatory environment, the time commitment attributable to both internal
and external responsibilities, and the compensation paid for similar roles among direct competitors, including
U.S. and non-U.S. banks as well as other high-profile global organizations.
What We Do What We Don’t Do
 Citi’s Director Compensation Program is primarily  Directors who are employees of Citi or its
equity based. subsidiaries do not receive any compensation for
 Directors have a robust Stock Ownership Commitment. their services as Directors.
 The maximum number of shares subject to awards  Directors are not paid Meeting Fees.
to an individual Director in a calendar year, taken  Citi does not offer a Retirement Program for
together with any cash fees paid during the its Directors.
calendar year to the Director for services as a  Directors are not permitted to hedge or pledge
member of the Board, may not exceed $1 million their Citi common stock. For more information
in value. While the Board may approve a higher on hedging, please see Citi’s Hedging Policies on
limit for the non-Executive Chair, as noted above, page 41 of this Proxy Statement.
amounts to be paid to the Chair are substantially
below the $1 million cap.

The following table provides information on 2019 compensation for non-employee Directors:
2019 DIRECTOR COMPENSATION

Fees Earned or Stock
Paid in Cash Awards Total
Name ($)(1) ($)(2) ($)
Ellen M. Costello $273,750 $150,000 $423,750
Grace E. Dailey $ 55,000 $ 50,000 $105,000
Barbara J. Desoer $180,000 $112,500 $292,500
John C. Dugan $575,000 $150,000 $725,000
Duncan P. Hennes $267,500 $150,000 $417,500
Peter B. Henry $176,250 $150,000 $326,250
Franz B. Humer $ 42,500 $ 37,500 $ 80,000
S. Leslie Ireland $156,250 $150,000 $306,250
Lew W. (Jay) Jacobs, IV $211,250 $150,000 $361,250
Renée J. James $172,500 $150,000 $322,500
Eugene M. McQuade $236,250 $150,000 $386,250
Gary M. Reiner $155,000 $150,000 $305,000
Anthony M. Santomero $ 65,000 $ 37,500 $102,500
Diana L. Taylor $208,750 $150,000 $358,750
James S. Turley $256,250 $150,000 $406,250
Deborah C. Wright $142,500 $150,000 $292,500
Alexander R. Wynaendts $ 35,000 $ 50,000 $ 85,000
Ernesto Zedillo Ponce de Leon $135,000 $150,000 $285,000
(1) Directors may elect to receive all or a portion of the cash retainer in the form of Citi common stock and may elect to defer
receipt of Citi common stock. Certain Directors elected to defer receipt of the shares. Ms. Costello and Mr. Henry elected
to receive all of their Citigroup 2019 cash retainer and Committee Fees in deferred stock as represented in the chart below.
Mr. O’Neill retired from Citi’s Board on January 1, 2019. As such, he did not receive compensation as a director for service
in 2019. Mr. Dugan elected to split his Chair Fee with 50% in deferred shares and 50% in cash. Messrs. Jacobs and Reiner
elected to receive their cash retainers in stock (100%), but did not elect to defer receipt of their retainers; therefore, their 3,111
and 2,285 shares, respectively, were distributed to them quarterly on January 1, April 1, July 1, and October 1. The price used
to determine the number of shares awarded was the average consolidated NYSE closing price of Citigroup common stock for
the first 10 days of the last month of the quarter.
Deferred Fees
Fees Paid to Be Paid in Stock
Currently in Cash Number of Value of
Name ($) Units Units
Ellen M. Costello $ 25,000 3,652 $248,750
Grace E. Dailey $ 55,000 — —
Barbara J. Desoer $180,000 — —
John C. Dugan $325,000 3,688 $250,000
Duncan P. Hennes $267,500 — —
Peter B. Henry — 2,590 $176,250
Franz B. Humer $ 42,500 — —
S. Leslie Ireland $156,250 — —
Lew W. (Jay) Jacobs, IV — — —
Renée J. James $172,500 — —
Eugene M. McQuade $236,250 — —
Gary M. Reiner — — —
Anthony M. Santomero $ 65,000 — —
Diana L. Taylor $208,750 — —
James S. Turley $256,250 — —
Deborah C. Wright $142,500 — —
Alexander R. Wynaendts $ 35,000 — —
Ernesto Zedillo Ponce de Leon $135,000 — —
(2) The values in this column represent the aggregate grant date fair values of the 2019 Deferred Stock Awards as computed in
accordance with ASC 718. The number of deferred shares paid to each director is the grant date fair value based on a grant
date of February 14, 2019 and dividing the grant date fair value of the award by a grant price determined by the average
NYSE closing prices of Citi’s common stock on the immediately preceding five trading days. The amounts in the chart below
represent Deferred Stock Awards only and not shares awarded in lieu of the cash retainer and/or Chair or Committee Chair
Fees. The grant date fair value of the Deferred Stock Awards is set forth below:
www.citigroup.com
Deferred Stock Grant Date

Granted in 2019 Fair Value
Director (#) ($)
Ellen M. Costello 2,402 $150,000
Grace E. Dailey* 724 $ 50,000
Barbara J. Desoer* 1,657 $112,500
John C. Dugan 2,402 $150,000
Duncan P. Hennes 2,402 $150,000
Peter B. Henry 2,402 $150,000
Franz B. Humer* 600 $ 37,500
S. Leslie Ireland 2,402 $150,000
Lew W. (Jay) Jacobs, IV 2,402 $150,000
Renée J. James 2,402 $150,000
Eugene M. McQuade 2,402 $150,000
Gary M. Reiner 2,402 $150,000
Anthony M. Santomero* 600 $ 37,500
Diana L. Taylor 2,402 $150,000
James S. Turley 2,402 $150,000
Deborah C. Wright 2,402 $150,000
Alexander R. Wynaendts* 724 $ 50,000
Ernesto Zedillo Ponce de Leon 2,402 $150,000
* The Deferred Stock Awards for Mses. Dailey and Desoer and Mr. Wynaendts were prorated based on the dates they
commenced service on Citi’s Board. Messrs. Humer’s and Santomero’s Deferred Stock Awards were prorated because
their service terminated in April 2019.
The aggregate number of shares of deferred stock outstanding for each Director at the end of 2019 was:
Number of
Name Shares
Ellen M. Costello 22,483
Grace E. Dailey 729
Barbara J. Desoer 1,657
John C. Dugan 8,648
Duncan P. Hennes 18,101
Peter B. Henry 21,501
S. Leslie Ireland 5,092
Lew W. (Jay) Jacobs, IV 3,520
Renée J. James 11,634
Eugene M. McQuade 11,015
Gary M. Reiner 4,417
Anthony M. Santomero 31,008
Diana L. Taylor 34,977
James S. Turley 18,101
Deborah C. Wright 4,566
Alexander R. Wynaendts 729
Ernesto Zedillo Ponce de Leon 33,526

71
Audit Committee Report

The Audit Committee (“Committee”) operates under a charter that specifies the scope of the Committee’s
responsibilities and how it carries out those responsibilities.
The Board of Directors has determined that all nine members of the Committee are independent based upon the standards
adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.
Management is responsible for the financial reporting process, the system of internal controls, including internal
control over financial reporting, risk management and procedures designed to ensure compliance with accounting
standards and applicable laws and regulations. KPMG LLP, Citigroup’s independent registered public accounting
firm (“independent auditors”) is responsible for the integrated audit of the consolidated financial statements and
internal control over financial reporting. The Committee’s responsibility is to monitor and oversee these processes
and procedures. The members of the Committee are not professionally engaged in the practice of accounting or
auditing and are not professionals in these fields. The Committee relies, without independent verification, on the
information provided to us and on the representations made by management regarding the effectiveness of internal
control over financial reporting, that the financial statements have been prepared with integrity and objectivity
and that such financial statements have been prepared in conformity with accounting principles generally accepted
in the United States of America. The Committee also relies on the opinions of the independent auditors on the
consolidated financial statements and the effectiveness of internal control over financial reporting.
The Committee’s meetings facilitate communication among the members of the Committee, management, the
internal auditors, and Citigroup’s independent auditors. The Committee separately met with each of the internal
and independent auditors with and without management, to discuss the results of their examinations and their
observations and recommendations regarding Citigroup’s internal controls. The Committee discussed with the
independent auditors the matters required to be discussed by the applicable requirements of the PCAOB.
The Committee reviewed and discussed the audited consolidated financial statements of Citigroup as of and for the
year ended December 31, 2019 with management, the internal auditors, and Citigroup’s independent auditors.
The Committee has received the written disclosures required by PCAOB Rule 3526, “Communication with Audit
Committees Concerning Independence.” The Committee discussed with the independent auditors any relationships
that may have an impact on their objectivity and independence and satisfied itself as to the auditors’ independence.
The Committee has reviewed and approved the amount of fees paid to the independent auditors for audit, audit
related and tax compliance and other services. The Committee concluded that the provision of services by the
independent auditors did not impair their independence.
Based on the above-mentioned review and discussions, and subject to the limitations on our role and responsibilities
described above and in the Committee charter, the Committee recommended to the Board that Citigroup’s audited
consolidated financial statements be included in Citigroup’s Annual Report on Form 10-K for the year ended
December 31, 2019 for filing with the SEC.
The Audit Committee:
James S. Turley (Chair)

Ellen M. Costello
Grace E. Dailey
John C. Dugan
Duncan P. Hennes
Peter B. Henry
Eugene M. McQuade
Deborah C. Wright
Dated: March 6, 2020
www.citigroup.com
72
Proposal 2: Ratification of Selection

of Independent Registered Public
Accounting Firm
The Audit Committee has selected KPMG LLP (KPMG) as the independent registered public accounting firm of Citi for
2020. KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969.
Arrangements have been made for representatives of KPMG to attend the 2020 Annual Meeting. The representatives
will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate
stockholder questions.
Disclosure of Independent Registered Public Accounting

Firm Fees
The following is a description of the fees earned by KPMG for services rendered to Citi for the years ended
December 31, 2019 and 2018:
2019 2018
(in millions of dollars)
Audit Fees $67.3 $64.2
Audit-Related Fees $20.7 $24.5
Tax Fees $9.4 $10.1
All Other Fees $0.0 $0.0
Total Fees $97.4 $98.8
Audit Fees
This includes fees earned by KPMG in connection with the annual integrated audits of Citi’s consolidated financial
statements and internal control over financial reporting under Sarbanes-Oxley Section 404, audits of subsidiary
financial statements, comfort letters and consents related to SEC registration statements and other capital-raising
activities and certain reports relating to Citi’s regulatory filings, reports on internal control reviews required by
regulators, evaluation of accounting for completed transactions, and reviews of Citi’s interim financial statements.
Audit-Related Fees
This includes fees for services performed by KPMG that are closely related to audits and in many cases could
only be provided by our independent registered public accounting firm. Such services may include accounting
consultations, internal control reviews not required by regulators, securitization-related services, employee benefit
plan audits, certain attestation services as well as certain agreed upon procedures, and due diligence services
related to contemplated mergers and acquisitions.
Tax Fees
This includes preparation and review of corporate tax returns, expense allocation reports for tax purposes, and
other tax compliance services.
All Other Fees

Citi engaged KPMG for one service in 2019 classified under “All Other Fees.” The aggregate fee amount of $6,200 is
included in the total amount; however, due to rounding, this fee is not represented in the “All Other Fees” column.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 73
Approval of Independent Registered Public Accounting

Firm Services and Fees
Citi’s Audit Committee has reviewed and approved all fees earned in 2019 and 2018 by Citi’s independent registered
public accounting firm and actively monitored the relationship between audit and non-audit services provided. The Audit
Committee has concluded that the fees earned by KPMG were consistent with the maintenance of the external auditors’
independence in the conduct of its auditing functions.
The Audit Committee must pre-approve all services provided and fees earned by Citi’s independent registered public
accounting firm. The Audit Committee annually considers the provision of audit services and, if appropriate, pre-approves
certain defined audit fees, audit-related fees, and tax-compliance fees with specific dollar-value limits for each category
of service. The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise
pre-approved (e.g., internal control and certain tax compliance engagements) or that exceed pre-approved fee amounts.
On an interim basis, any proposed engagement that does not fit within the definition of a pre-approved service may be
presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regular meeting.
The Accounting Firm Engagement Standard is the primary basis upon which management ensures the independence
of its independent registered public accounting firm. Administration of the Standard is centralized in, and monitored by,
Citi senior corporate financial management, which reports the engagements earned by KPMG throughout the year to
the Audit Committee. The Standard also includes limitations on the hiring of KPMG partners and other professionals to
ensure that Citi satisfies applicable auditor independence rules.
KPMG has served as the independent registered public accounting firm of Citi and its predecessors since 1969. As in
prior years, Citi and its Audit Committee have engaged in a review of KPMG in connection with the Audit Committee’s
consideration of whether to recommend that stockholders ratify the selection of KPMG as Citi’s independent auditor for
the following year. In that review, the Audit Committee considers both the continued independence of KPMG and whether
retaining KPMG is in the best interests of Citi and its stockholders. Citi’s management prepares an annual assessment
of KPMG for the Audit Committee that includes (i) the results of a management survey of KPMG’s overall performance;
(ii) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform Citi’s
annual audit; and (iii) KPMG’s fees and services provided to Citi both on an absolute basis, noting, of course, that KPMG
does not provide any non-audit services, other than those described in the Proxy Statement, to Citi, and compared to
services provided by other auditing firms to peer institutions. In addition, KPMG reviews with the Audit Committee its
analysis of its independence in accordance with the Accounting Firm Engagement Standard and PCAOB Rule 3526. In
performing its analysis, the Audit Committee considered the length of time KPMG has been Citi’s independent auditor,
the breadth and complexity of Citi’s business and its global footprint and the resulting demands placed on its auditing
firm in terms of expertise in Citi’s businesses, the quantity and quality of staff, and global reach. The Audit Committee
recognized the ability of KPMG to provide both the necessary expertise to audit Citi’s business and the matching global
footprint to audit Citi worldwide and other factors, including the policies that KPMG follows with respect to rotation of the
key audit personnel, so that there is a new partner-in-charge at least every five years. Citi’s Audit Committee oversees
the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-
year mandatory rotation period. At the Audit Committee’s instruction, KPMG selects candidates to be considered for the
lead engagement partner role, who are then interviewed by members of Citi’s senior management. After considering the
candidates recommended by KPMG, senior management makes a recommendation to the Audit Committee regarding
the new lead engagement partner. After discussing the qualifications of the proposed lead engagement partner with the
current lead engagement partner and senior leadership of KPMG, the members of the Audit Committee, individually and/
or as a group, interview the leading candidate. The Audit Committee then considers the appointment and votes as an
Audit Committee on the selection. The Audit Committee also reviewed external data on audit quality and performance,
including recent PCAOB reports on KPMG and its peer firms. Based on the results of its review this year, the Audit
Committee concluded that KPMG is independent and that it is in the best interests of Citi and its investors to appoint
KPMG to serve as Citi’s independent registered accounting firm for 2020.
The Board recommends a vote FOR ratification of KPMG as Citi’s
independent registered public accounting firm for 2020.
www.citigroup.com
74
Proposal 3: Advisory Vote to Approve

Citi’s 2019 Executive Compensation
We are seeking a nonbinding, advisory vote approving the compensation of Citi’s named executive officers as
disclosed in this Proxy Statement, as required by Section 14A and Rule 14a-21(a) of the Securities Exchange Act of
1934. We ask for this advisory vote annually. You are asked to vote on the following nonbinding advisory resolution:
RESOLVED, that the compensation paid to Citi’s named executive officers, as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative
discussion, is hereby APPROVED.
The Board recommends a vote FOR Proposal 3, which is advisory
approval of Citi’s executive compensation as disclosed in this
Proxy Statement.
Compensation Discussion and Analysis

Our Compensation Discussion and Analysis is organized into five sections:
• 2019 Company Performance (pages 74-76);
• Summary of Pay Decisions (pages 76-83);
• 2019 Executive Compensation Awards (pages 84-93);
• Long-Term Incentives (pages 94-96); and
• Additional Compensation Practices (pages 96-99).
The 2019 Summary Compensation Table and Compensation Information follow on pages 100-111.
2019 Company Performance

2019 Company Performance – Steady Progress
The Personnel and Compensation Committee of the Citigroup Inc. Board of Directors (the Compensation
Committee) considered the following performance achievements when awarding executive incentive pay for 2019:
• Citi’s 2019 results reflected steady progress toward improving its profitability and returns, despite a
challenged revenue environment, as strong client engagement drove balanced growth across businesses
and geographies.
¾¾For 2019, Citi reported net income of $19.4 billion on revenues of $74.3 billion, compared to net income of
$18.0 billion on revenues of $72.9 billion in 2018.
¾¾Citi’s earnings per share were $8.04 for 2019, up 20% from the prior year, compared to $6.68 per share
for 2018.
¾¾Citi’s return on tangible common equity(1) improved to 12.1% in 2019, compared to 10.9% in 2018, excluding the
one-time impact of Tax Reform in 2018 (2) . The 2019 return on tangible common equity exceeded the 12% target
for the year.
(1) Return on tangible common equity, or RoTCE, is a non-GAAP financial measure. For the components of the RoTCE calculation,
please see Annex A to this Proxy Statement.
(2) Results in 2018 included a one-time benefit of $94 million, or $0.03 per share, due to the finalization of the provisional
component of the impact of the Tax Cuts and Jobs Act (Tax Reform) based on Citi’s analysis as well as additional guidance
received from the U.S. Treasury Department. As used throughout this Compensation Discussion and Analysis, Citi’s results of
operations excluding the impact of Tax Reform are non-GAAP financial measures. For a reconciliation of all adjusted results to
reported results, please see Annex A to this Proxy Statement.

Proposal 3: Advisory Vote to Approve Citi’s 2019 Executive Compensation 75
¾¾Citi’s revenues increased 2% in 2019, or 4% excluding the impact of previously disclosed gains on sale in 2018
as well as the impact of foreign exchange (FX) translation(1), reflecting balanced performance across Global
Consumer Banking and the Institutional Clients Group.
¾¾Citi had solid underlying revenue growth in every region in Global Consumer Banking, excluding the impact of
FX translation and the 2018 gains on sale(1) .
¾¾Citi had balanced performance across the Institutional Clients Group, with solid results in fixed income
markets, treasury and trade solutions, investment banking, and the private bank, while equity markets
revenues were negatively impacted by a challenging environment.
¾¾Citi demonstrated strong expense discipline, resulting in expenses that were largely unchanged from the prior
year even as Citi continued to make investments in the franchise, including investments in infrastructure
and controls.
¾¾Citi’s positive operating leverage in 2019 and continued credit discipline resulted in an improvement in
pretax earnings.
¾¾Citi also reported broad-based loan and deposit growth across Global Consumer Banking and the Institutional
Clients Group.
• We continued to optimize our capital base while maintaining a strong capital and liquidity position.
¾¾In 2019, Citi returned $22.3 billion of capital to common stockholders through share repurchases and
dividends. Citi repurchased approximately 264 million common shares, contributing to a 9% reduction in
average outstanding common shares from the prior year. Notwithstanding the substantial capital return in
2019, we ended the year with capital ratios well above regulatory minimum requirements.
¾¾We are on a path to return approximately $62 billion of capital to our stockholders, exceeding our commitment.
The Compensation Committee also considered each executive’s performance against non-financial goals when awarding
executive pay. Risk management excellence and dedication to supporting robust control systems are a foundation
of Citi’s executive compensation program and are critical elements of each executive’s performance evaluation. The
Compensation Committee also reviewed leadership in establishing a culture of ethical business conduct and achievement
against human capital management goals such as addressing representation of women and U.S. minorities in senior roles
at Citi.
Summary of 2019 Business Performance

The following graphs demonstrate our achievements and progress against key metrics.
NET INCOME RETURN ON RETURN ON DISTRIBUTIONS PAYOUT RATIO(1)(5)

TO COMMON ASSETS(1)(2) TANGIBLE COMMON TO COMMON
STOCKHOLDERS(1) EQUITY(1)(3) STOCKHOLDERS(4)
$22.3
$18.3 0.98% billion 122%
0.93% 12.1%
$16.8 billion 110%
billion 10.9% $18.4
billion
2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
(1) Results in 2018 are presented excluding the impact of Tax Reform. For a reconciliation of all adjusted results to reported
results, please see Annex A to this Proxy Statement.
(2) Return on assets is net income divided by average assets.
(3) Return on tangible common equity, or RoTCE, is net income available to common stockholders (net income less preferred
dividends) divided by average tangible common equity. For the components of the RoTCE calculation, please see Annex A to
this Proxy Statement.
(4) Distributions include buybacks of Citi common stock and dividends on Citi common stock.
(5) The payout ratio is distributions to common stockholders divided by net income available to common stockholders.
(1) Results in 2018 included a pretax gain of approximately $150 million on the sale of the Hilton portfolio recorded in North
America Global Consumer Banking (GCB), a pretax gain of approximately $250 million on the sale of an asset management
business in Latin America GCB, and the impact of FX translation. Citi’s results of operations excluding the impact of gains on
sale and the impact of FX translation are non-GAAP financial measures. For a reconciliation of all adjusted results to reported
results, please see Annex A to this Proxy Statement.
www.citigroup.com
76 Proposal 3: Advisory Vote to Approve Citi’s 2019 Executive Compensation
2019 Financial Objectives RETURN ON TANGIBLE

COMMON EQUITY(1)
During our outreach to stockholders, we heard that they wanted disclosure
of performance against goals used in our executive scorecards to better 12.0% 12.1%
10.9%
understand company performance. Accordingly, the chart to the right shows
how Citi performed in 2019 against our primary financial benchmark—return
on tangible common equity. We set the 2019 return on tangible common
equity goal at a level that exceeded the achievement in 2018, reflecting the
challenging nature of our goals. In addition, the executive scorecards on pages 2018 2019 2019
87-92 disclose performance against other important financial goals. Result Goal Result
Relative Total Shareholder Return (1) Results in 2018 are

presented excluding the
impact of Tax Reform.
The group of companies shown in the following graphs is our compensation For the components of
peer group. As explained on page 93, we believe this group reflects the the RoTCE calculation,
competitive market for talent in certain key roles, including the CEO and CFO please see Annex A to this
Proxy Statement.
roles. The graphs indicate Citi’s strong one- and three-year relative total
shareholder returns for the periods ending on December 31, 2019.
2019 ONE-YEAR TOTAL SHAREHOLDER RETURN(1) 2019 THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN(1)
Citi 57.8% AXP 75.8%

JPM 47.3% JPM 74.2%
BAC 46.2% BAC 68.6%
PNC 40.9% PNC 47.3%
GS 40.5% Citi 43.3%
COF 38.6% MS 29.7%
USB 33.6% USB 24.8%
AIG 33.6% COF 24.5%
MS 32.6% MET 17.7%
AXP 32.5% BK 13.0%
MET 28.8% WFC 7.4%
WFC 21.4% Citi Percentile GS 0.6% Citi Percentile
PRU 20.1% Rank: 100.0% PRU 0.3% Rank: 73.1%
BK 9.5% AIG (15.5)%
(1) Increase in share price plus reinvested dividends over one- and three-year periods ending December 31, 2019 expressed as a
percentage of the share price at the beginning of such periods. Source: third-party public databases and company websites.
These returns represent improvements, both absolute and relative-to-peer, over the periods ending December 31,
2018, when Citi’s one- and three-year total shareholder returns were -28.5% and 5.3%, respectively, and Citi ranked
third and fourth, respectively, from the bottom of the compensation peer group.
Summary of Pay Decisions

Our Stockholder Engagement
Over the past four years, our executive compensation program has evolved to reflect feedback received from
investors through an extensive stockholder engagement process. Throughout this period, the Compensation
Committee and management undertook a comprehensive review of our executive compensation program, and as
part of this process, we held meetings with each stockholder who accepted our invitation to engage.

In 2019, we held two rounds of stockholder engagement with holders of meaningful percentages of our
outstanding shares.
• Spring 2019: Following the awards for 2018 performance but in advance of our 2019 Annual Meeting, Mr. Dugan,
our Board Chair and a member of our Compensation Committee, and Mr. Hennes, the Chair of our Compensation
Committee, led a stockholder outreach effort seeking feedback on last year’s executive compensation awards.
In this round of engagement, we spoke to stockholders representing approximately 28.9% of our outstanding
shares. The feedback we received on our executive pay program was broadly favorable, reflecting the numerous
changes made in previous years in direct response to stockholder comments. Noting no concerns that merited
discussion, investors representing 8.4% of our outstanding shares declined our invitation to participate in the
spring 2019 engagement effort. In addition, notwithstanding our request for engagement, investors representing
about 4.2% of our outstanding shares did not respond to our request.
• Fall 2019/Winter 2020: In the fall of 2019 and into early 2020, we conducted a second round of engagement
with stockholders representing about 28.0% of our outstanding shares in a series of meetings that focused on
sustainability issues, including climate change and human capital management. In the area of human capital
management, the topics included executive compensation practices, diverse representation in senior roles at
Citi, talent development and succession planning, and identifying unintended biases in Citi’s people processes,
including gender pay equity. Investors representing 4.5% of our outstanding shares declined our invitation to
participate in the Fall/Winter engagement effort.
We were pleased with the positive feedback from our stockholders and their endorsement of our executive
compensation program, which resulted in a 92.45% favorable say-on-pay vote at our 2019 Annual Meeting. In
response to this favorable result and the feedback we received, we kept the core structure of our pay program and
our disclosure generally consistent with last year, with the enhancements noted below.
2019 Enhancements to Citi’s Executive Pay Program

While maintaining the core structure of Citi’s executive pay program, the Compensation Committee adopted the
following incremental updates to reflect 2019 priorities and our five years of experience with the program:
• Improved articulation of Citi’s focus on risk and controls. The Compensation Committee has always
considered outstanding risk management performance, including dedication to robust controls, to be a
foundation of executive performance evaluations and compensation awards, and the 2019 non-financial goals
reflect an enhanced emphasis on those considerations. In 2019, the Compensation Committee took into account
regulatory, risk, and control matters as important priorities when awarding incentive compensation.
• Alignment of goal weightings with executive roles. In prior years, financial goals were weighted 70% and
non-financial goals were weighted 30% in each named executive officer’s performance evaluation. For 2019,
the Compensation Committee adopted different weightings for Chief Financial Officer and Chief Risk Officer
financial and non-financial goals, consistent with their critical roles in providing for bank safety and soundness.
Chief Financial Officer financial and non-financial goals are each weighted 50%, and Chief Risk Officer
financial goals are weighted 30% and non-financial goals are weighted 70%. Financial goals for Citi’s business
leaders, including the CEO, continue to be weighted 70% in the performance evaluation, consistent with our
historical practice.
• Financial goals updated and more reflective of client focus. We added a financial goals category dedicated
to goals relating to growth in Citi’s client relationships, or for executives who are not business leaders, goals
relating to metrics that are important to the strength of the franchise. We eliminated return on assets as a
financial scorecard metric, consistent with our emphasis on return on tangible common equity as our primary
returns metric.
• Simplified and streamlined scorecard disclosure. The presentation of executive performance evaluations in
the scorecards has been streamlined, while retaining significant detail on the reasons for the Compensation
Committee’s decisions on executive pay, including risk and controls considerations.
• Performance Share Unit targets expressed as ranges. In response to feedback we received from investors
and in a change from past practice, our Performance Share Unit targets are expressed as ranges rather than
as a single number. In addition, we increased the target goals in the Performance Share Units awarded for 2019
performance versus those awarded for 2018 to reflect our improving progress and to further align the program
with stockholder interests.
www.citigroup.com
OUR STOCKHOLDER-RESPONSIVE EXECUTIVE PAY PROGRAM

As set forth below, all the material features of our executive compensation program are designed to be aligned
with stockholder interests and in most cases are directly responsive to stockholder feedback we have received
during the past four years.
• Transparent disclosure of annual goals. Each executive’s total incentive award (including the annual
cash bonus component of the total incentive award) is based on the overall achievements of Citi and
individual executive performance against applicable goals. We disclose performance against key goals
after the end of the year in our executive scorecards on pages 87-92 so stockholders can directly assess
executive performance.
• Extensive disclosure of pay rationales. Our extensive scorecard disclosure clarifies the rigorous process we
use for determining compensation.
• Equity-based compensation. Seventy percent of the total CEO incentive opportunity is awarded as equity-
based, deferred long-term incentive compensation.
• Operational performance metrics. Our Performance Share Unit program includes two performance metrics:
return on tangible common equity and cumulative earnings per share, which are forward-looking operational
metrics used by investors to assess our performance over time. We disclose the target goals for the metrics at
the start of the performance period to enable stockholders to assess the challenging nature of our goals.
• Rigorous targets. Our Performance Share Unit target goals require substantial operational improvements
over 2019 levels for target payout and exceptional performance for maximum payout. The target goals are
expressed as ranges rather than as a single number in response to investor feedback.
• Robust clawbacks. Incentive compensation is subject to broad clawbacks, as described on page 98.
• U.S. peer group. Our 13-firm compensation peer group is a reasonable representation of the market for
executive talent in which we compete.
• Limit on cash bonuses. We have a $20 million limit on individual executive officer cash bonuses, and the
largest cash bonus actually paid to any Citi executive officer over the past three years ($6.75 million) is well
below that limit.
• Governance. We have strong compensation governance practices, including an executive stock ownership
commitment and restrictions on hedging transactions. Additional details on practices we employ and avoid in
support of our performance-oriented culture are set forth in the table on page 83.
Compensation Philosophy and Framework

We seek to design our executive pay program to motivate balanced behaviors, consistent with our focus on balanced
long-term strategic goals. Our Compensation Philosophy, as summarized as a set of objectives below, is designed to
encourage prudent risk-taking while attracting the world-class talent necessary to Citi’s success.
OUR COMPENSATION PHILOSOPHY

• Reinforce a business culture based on the highest ethical standards
• Manage risks to Citi by encouraging prudent decision-making
• Reflect regulatory guidance in compensation programs
• Attract and retain the best talent to lead Citi to success
• Align compensation programs, structures, and decisions with stockholder and other stakeholder interests

OUR LEADERSHIP ON PAY EQUITY
Citi’s work to champion equality is reflected in our decision to be transparent about the results of our pay equity
review and our unadjusted or “raw” pay gap. In 2018, Citi was the first large U.S. financial institution to publicly
release the results of a pay equity review. Our pay equity review as disclosed in 2018 compared compensation
of women to men in the U.S., the U.K., and Germany, and, in the U.S., minorities to non-minorities. Our review
adjusted pay to account for a number of factors to make the comparisons meaningful, including job function,
level, and geography, and we made changes to compensation, where appropriate on an individual basis, as a
result of the review. In 2019, we extended our adjusted pay equity review to include employees globally, and
we found that women globally were paid on average 99% of what men are paid at Citi and that there was no
statistically significant difference between what U.S. minorities and non-minorities were paid at Citi. As in the
prior year, we made changes to compensation, where appropriate on an individual basis, as a result of the review.
In 2019, we were the first large U.S. company to disclose our unadjusted or “raw” pay gap for women and U.S.
minorities, which measures median total compensation unadjusted for factors such as job function, level, and
geography. The analysis shows that the median pay at Citi for women globally in 2019 was 71% of the median for
men, and the median pay at Citi for U.S. minorities was 93% of the median for non-minorities.
In 2020, we again looked at our adjusted pay equity and “raw” pay gaps and found that, on an adjusted basis,
women globally are paid on average more than 99% of what men are paid at Citi and there is no statistically
significant difference in adjusted compensation for U.S. minorities and non-minorities. Following the review, Citi
again made changes to compensation, where appropriate on an individual basis, as part of the current year’s
compensation cycle. The 2020 disclosure of Citi’s raw gap analysis showed that the median pay for women
globally is over 73% of the median for men, up from 71% the prior year, and that the median pay for U.S.
minorities is 94% of the median for non-minorities, up from 93% the prior year.
Our work to address both measures is continuous. We are committing to reduce the raw pay gap numbers over
time by increasing the representation of women and U.S. minorities in senior and higher-paying roles. As a
starting point, we established goals in 2019 to increase the representation for women globally in mid- and senior-
level roles to at least 40%, and to 8% for Black employees in the U.S., by the end of 2021. We are innovating
how we recruit and develop talent, are using data more effectively to diagnose our “pain points” and areas of
opportunity, and have increased accountability for our representation goals among people managers—all with an
eye toward enhancing our diversity and attracting and retaining top-tier talent for Citi.
OUR EXECUTIVE COMPENSATION FRAMEWORK

Our Compensation Philosophy is reflected in our executive compensation Framework, which enables incentive
compensation awards to closely reflect business and individual performance, consistent with our pay-for-
performance approach. Full information on our executive compensation Framework appears on page 86.
Goal Setting Assessment of Performance Committee Review Annual and Long-Term Incentive (LTI) Award Payout
Cash
LTI
Review of Bonus
Committee Scorecard Assessment
scorecard
sets
Financial Goals achievements PSU Earned after 3 years based on
scorecard performance (ends 1Q23)
to determine Award
goals and Non-Financial Goals total incentive
weightings
award Deferred Vests ratably over 4 years with
Stock performance conditions (ends 1Q24)
2019 1Q20 1Q21 1Q22 1Q23 1Q24
www.citigroup.com
2019 CEO Compensation

As it has done the past several years, the Compensation Committee evaluated 2019 CEO performance using our
executive compensation Framework, which measures results against financial and non-financial goals. As explained
in more detail on page 85, we use a rating system of 1 to 5 to assess performance against goals, with 1 being
the highest (Significant Outperform) and 5 being the lowest (Significant Underperform). The green color-coding
signifies that a financial goal set for 2019 was met or exceeded, and the yellow color-coding signifies that a financial
goal was missed by 10% or less.
CEO SCORECARD HIGHLIGHTS

Financial Goal (Glossary on Page 133) 2019 Result(1)
Citigroup Income from Continuing Operations Before Taxes $23.9 billion Overall Financial
Citigroup Efficiency Ratio 56.5% Goal Rating 2.86
Citigroup Return on Tangible Common Equity 12.1% Overall Non-financial
Risk Goal Rating 3.0
Citigroup Risk Appetite Ratio 176%
Citigroup Risk Appetite Surplus $10.16 billion
(1) Explanations of the colors and ratings used in the scorecards appear on page 85. For a reconciliation of all adjusted results to
Page 87 presents a detailed overview of the CEO’s scorecard and the performance evaluation process that resulted
in the Compensation Committee awarding Mr. Corbat $24 million in total annual compensation for 2019, which is the
same as his total annual compensation for 2018 performance. His 2019 total annual compensation consisted of his
base salary of $1.5 million (unchanged since 2013) and a total annual incentive award of $22.5 million. Using Citi’s
balanced scorecard approach to determining pay, the Compensation Committee considered Citi’s solid operating
results in the context of global macroeconomic factors and assessed Mr. Corbat’s leadership in critical areas,
including against risk and control measures. The Compensation Committee also considered market levels of pay for
the CEO role at peer institutions.
LINKING 2019 CEO PAY ELEMENTS TO PERFORMANCE

• Over 90% variable pay for 2019.
• 70% of variable pay is deferred long-term incentives
$7.875M $1.5M subject to multi-year vesting and clawbacks.
Performance Share Base Salary • 70% of variable pay is equity-based to align
Units (PSUs) 6% stockholder and executive interests.
33%
• Total incentive award and annual bonus are based on
the overall achievements of Citi and individual
performance. Performance Share Units are
Total Compensation: earned only to the extent that Citi performs against
$24M
goals for two forward-looking metrics: RoTCE in 2022
and cumulative EPS over the 2020-2022
performance period.
$7.875M $6.75M
• Performance Share Unit target goals require
Deferred Stock Annual Bonus
Awards substantial operational improvements for
28% target payout and exceptional performance for
33%
maximum payout.

2019 Annual Pay Elements

Citi’s incentive awards delivered to the CEO and the other named executive officers (NEOs) for performance in 2019
establish a balance between annual and long-term compensation, with the majority of incentive compensation
delivered in awards that vest over multiple years. In determining the percentages to grant of each award type, the
Compensation Committee considered applicable regulatory requirements and guidelines for deferral as well as
market practices.
% OF
VARIABLE PAY COMPENSATION
ELEMENT CEO NEOs AWARD TYPE PERFORMANCE LINK AND VESTING TYPE
Fixed(1)
• Fixed portion of total pay at a competitive level
Salary N/A N/A Base Pay Cash
that enables Citi to attract and retain talent
Variable(1)
Annual • Scorecard assessment determines value
30% 40% Annual Bonus Cash
Incentive • Plan limit on executive officer cash bonuses
• Scorecard assessment determines target
number of units
• Earned units based 50% on return on
tangible common equity in 2022 and 50% on
cumulative earnings per share over 2020-2022 Equity-based,
Performance • Ultimate value of earned units linked to Citi but settled in
Share Units total shareholder return cash to limit
(50% of LTI) • Award capped at 100% of target if Citi’s dilution to
total shareholder return is negative over stockholders
2020-2022
Deferred/
• Subject to clawbacks
Long-Term
70% 60(3)% • Other than updated targets, no change in
Incentives(2)
award terms as compared to last year
(LTI)
• Scorecard assessment determines number
of shares granted
• Ultimate value based on Citi total
shareholder return
Deferred Stock
• Vest ratably over a four-year period
Awards Equity
• Subject to reduction in the event of pretax
(50% of LTI)
losses in any year of the deferral period
• Subject to clawbacks
• No change in award terms as compared to
prior years
(1) Named executive officer Paco Ybarra is employed in Citi’s London office. His compensation is designed to comply with U.K.
and E.U. regulatory guidance and, therefore, differs from the structure shown in this table. Mr. Ybarra’s annual incentive
award must not exceed two times his fixed compensation. He receives a fixed role-based allowance based on certain guidelines
related to the significance of the role. His entire incentive award is deferred (with no annual bonus component) and is granted
in the form of a Deferred Stock Award and a Deferred Cash Award, consistent with applicable regulatory guidance.
(2) In addition to the annual award for 2019 performance awarded in the form described in this table, named executive officer
Jane Fraser received a one-time deferred long-term incentive award in November 2019, described on pages 84-85, with
different features.
(3) Named executive officer Stephen Bird left Citi employment on January 7, 2020 and, accordingly, received the 60% deferred
portion of his annual incentive award for 2019 performance as a Deferred Cash Award, consistent with Citi’s practice of not
awarding equity to individuals who are not Citi employees on the February 13, 2020 equity grant date.
www.citigroup.com
Performance Share Unit Targets

We have consistently set challenging targets for our Performance Share Units. For the Performance Share Units
awarded for 2019 performance:
• We have set a target range of 13.0% to 13.5% for return on tangible common equity achievement by 2022, which
is meaningfully higher than the 12.1% we achieved in 2019. Although this metric is stated as a 2022 target range,
it also incentivizes consistent improvement in returns throughout the performance period.
• We have set a cumulative earnings per share target range for the three-year performance period of 2020
through 2022 of $27.50 to $28.00, which is reflective of significant earnings per share growth over the
period. Cumulative earnings per share drives balanced improvement in operational performance over the
performance period.
¾¾As a matter of policy, our preference is to redeploy earned capital within our businesses, provided that such
investments are expected to produce returns above our cost of capital. To the extent that the capital we
generate exceeds our ability to productively redeploy it in our businesses, we intend to return it to stockholders.
¾¾We have several mechanisms in place to ensure that our earnings per share measure drives appropriate long-term
decision-making. Buyback levels are subject to oversight by both the Citigroup Board and the Federal Reserve Board
(through its Comprehensive Capital Analysis and Review [CCAR] process), and they are calibrated against a range of
considerations, including current capital levels, alternative uses for excess capital, and safety and soundness.
• We express the targets for both Performance Share Unit metrics as ranges instead of a single number, in a change from
past practice. Investors told us that they preferred discussions of our financial goals in terms of ranges, and we followed
that guidance in our Performance Share Unit design. Any outcome within the target range would result in the earning of
100% of target Performance Share Units for that metric.
Performance Share Unit Payouts

The variability of the value of our Performance Share Unit awards demonstrates the strong link between Citi’s
executive pay and Citi’s performance. As an example, the following chart compares the grant date value of Mr. Corbat’s
recent Performance Share Units to the value ultimately earned. Where applicable and as previously disclosed, targets
of outstanding awards were adjusted upward and made more challenging to reflect the potential beneficial impact of
Tax Reform, and the payouts noted below reflect achievement of those more difficult targets.
CEO PERFORMANCE SHARE UNIT PAYOUTS

Grant Date February 18, 2015 February 16, 2016 February 16, 2017
Grant Date to Grant Date to Grant Date to

Vesting Period January 20, 2018 January 20, 2019 January 20, 2020
Performance Period 2015-2017 2016-2018 2017-2019

$10,000,000
$8,616,426
$8,000,000
$5,143,767 $5,931,275
$6,000,000
$4,500,000 $4,900,000
$4,000,000 $3,450,000
$2,000,000
0
Percentage of
Target PSUs Earned 95% 83% 122%
Increase in PSU
Target Value Compared 49% 32% 76%
to Amount Paid
Total Shareholder
Return Over the 56% 70% 43%
Vesting Period
Grant Date Target Value Value of Earned PSUs

Compensation Governance Practices

In addition to our performance-sensitive direct compensation structure, Citi has strong compensation governance
practices. Over the past several years, we have refined many of our governance practices as a result of feedback
obtained through our ongoing engagement with stockholders and interactions with our regulators.
PRACTICES WE EMPLOY PRACTICES WE AVOID

Ongoing investor outreach. The Compensation No excessive perks. We do not provide personal
Committee and management conduct regular perquisites such as free personal use of private
stockholder engagement to solicit feedback on aircraft or special executive medical benefits.
compensation and governance. No executive pensions. Executive officers are
Performance-based compensation. For 2019, not eligible for additional benefit accruals under
variable performance-based incentive compensation nonqualified executive retirement programs.
was at least 90% of CEO annual compensation. In No hedging or pledging of Citi stock. We have a
general, the deferred variable award is further at risk blanket prohibition against hedging or pledging
based on the value of Citi common stock over multi- Citi common stock by executive officers.
year vesting periods. No tax gross-ups. Citi does not allow tax
Limit on cash bonus. Our plans provide for a limit of gross-ups except through its tax equalization
$20 million on the portion of each executive officer’s program for expatriates, which is available to all
annual incentive award that may be paid in cash. salaried employees.
Clawbacks. Our Performance Share Units, Deferred No multi-year compensation guarantees. We avoid
Stock Awards, and Deferred Cash Awards are subject features that could incentivize imprudent risk-taking,
to clawbacks, as described on page 98. such as multi-year guarantees.
Stock ownership commitment. Under Citi’s policies, No “single trigger” upon a change of control. Our
executive officers are required to hold at least 75% stock incentive plan has a “double trigger” change-
of the net after-tax shares acquired through our of-control feature, meaning that both a change of
incentive compensation programs as long as they control of Citigroup and an involuntary termination of
are executive officers. employment not for gross misconduct must occur
Post-employment stock holding requirement. Citi’s for awards to vest.
policies provide that each executive officer must No change-of-control or other “golden parachute”
retain at least 50% of the shares subject to the stock agreements. Executive officers do not have special
ownership commitment for one year after ceasing to agreements covering their compensation in the
be an executive officer, even if he or she is no longer event of a change of control and are not entitled to
employed by Citi. severance pay upon termination of employment in
Peer group review. The Compensation Committee excess of broad-based benefits.
annually evaluates our peer group to ensure the No unearned dividends paid. We pay dividend
ongoing relevance of each member. equivalents on our Performance Share Units
Risk management. Citi has strong risk and control and Deferred Stock Awards only if and when the
policies and considers risk management factors in underlying awards are earned and delivered. The
making compensation decisions, as described on dividend rate is the same for the executive officers as
pages 97-98. for other stockholders.
Regulatory focus. The Compensation Committee No extensive use of employment agreements. We
also considers performance against regulatory-related make limited use of employment agreements, and
goals when awarding incentive compensation. their terms are subject to controls under our policies.
Independent advice. An independent compensation Under a policy adopted by the Board, employment
consultant provides input into the Compensation agreements with executive officers may not provide
Committee’s decisions, as described on page 96. for post-retirement personal benefits of a kind not
generally available to other employees or retirees.
www.citigroup.com
2019 Executive Compensation Awards

2019 Named Executive Officer Compensation
The Compensation Committee approved the compensation described below for the named executive officers who
received incentive awards for 2019 performance:
Annual
Compensation
1 2 3 4 5 for 2019
Performance Deferred Stock Deferred Cash (Sum of
Name and role Base Salary(1) Cash Bonus(1) Share Units(2) Awards(2) Awards(2) Columns 1-5)
Michael Corbat
CEO $1,500,000 $6,750,000 $7,875,000 $7,875,000 $0 $24,000,000
Mark Mason
CFO $496,301 $4,041,481 $3,031,109 $3,031,109 $0 $10,600,000
Jane Fraser(3)
President, Citi;
CEO, Global
Consumer Banking $500,000 $4,800,000 $3,600,000 $3,600,000 $0 $12,500,000
Paco Ybarra(4)
CEO, Institutional
Clients Group $6,423,980 $0 $0 $5,514,311 $4,511,709 $16,450,000
Bradford Hu
Chief Risk Officer $500,000 $3,000,000 $2,250,000 $2,250,000 $0 $8,000,000
Stephen Bird
Former CEO, Global
Consumer Banking $500,000 $4,740,000 $0 $0 $7,110,000(5) $12,350,000
(1) Reported in the 2019 Summary Compensation Table.

(2) In accordance with SEC rules, these awards are not reported in the 2019 Summary Compensation Table. They are reportable in
future Summary Compensation Tables.
(3) The table above does not include a one-time deferred incentive award granted to Ms. Fraser in 2019. More information on the
one-time award appears below.
(4) Mr. Ybarra’s compensation is designed to comply with U.K. and E.U. regulatory guidance. More information on the form
of Mr. Ybarra’s compensation appears on page 81. Mr. Ybarra’s base salary and role-based allowance shown in the Base
Salary column above are paid in British pounds, and the total is shown as converted from British pounds to U.S. dollars
at an average 2019 conversion rate (1 British pound = 1.27621 U.S. dollars). Mr. Ybarra’s Deferred Cash Award for 2019
performance was determined in U.S. dollars and denominated in British pounds. The U.S. dollar award shown above
was converted to British pounds at an average rate based on the five days preceding the February 13, 2020 grant date
(1 British pound = 1.29424 U.S. dollars).
(5) More information on Mr. Bird’s Deferred Cash Award appears in the following narrative.
The above table is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as
shown in the 2019 Summary Compensation Table.
One-Time Deferred Incentive Award to Ms. Fraser. The Compensation Committee granted a one-time deferred
incentive award with a grant date value of $12.5 million to Ms. Fraser on November 25, 2019, in addition to the
annual incentive award granted for performance in 2019 shown in the table above. The Compensation Committee
granted the one-time award in recognition of Ms. Fraser’s promotion to President of Citi and in support of
leadership continuity and management succession planning. In granting the award, the Compensation 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. Our 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. The award is scheduled to vest in four equal annual installments beginning on November 20, 2020,
subject to clawbacks, and will be delivered 50% as a Deferred Stock Award and 50% as a Deferred Cash Award,

consistent with Citi’s risk-balanced approach to awarding incentive compensation. The award terms are more
restrictive than the terms of Citi’s regular Deferred Stock Awards and Deferred Cash Awards delivered to eligible
executives pursuant to the annual performance assessment process in the following important respects:
• Ms. Fraser will forfeit the unvested portion of the award if she leaves Citi employment for any reason, including in
the event of retirement, involuntary termination, disability, or death. In contrast, regular Deferred Stock Awards
and Deferred Cash Awards permit vesting on schedule following termination of employment in the event of such
retirement, involuntary termination (other than for gross misconduct), disability, or death, subject to conditions.
• The award has a longer vesting schedule. The entire award has a four-year vesting schedule. In contrast, the
deferred portions of Citi’s regular incentive awards to senior executives vest 50% pro-rata over four years
(applicable to Deferred Stock Awards) and 50% over three years (applicable to Performance Share Units).
• The one-time award does not earn notional interest, while our regular Deferred Cash Awards typically bear a
market rate of notional interest.
Former Executives. This Compensation Discussion and Analysis references John Gerspach, former Citi CFO;
James Forese, former President of Citi and former CEO of the Institutional Clients Group; and Stephen Bird,
former CEO of Global Consumer Banking. Mr. Gerspach, Mr. Forese, and Mr. Bird are not currently employed by
Citi, but they are named executive officers with compensation required to be disclosed in the 2019 Summary
Compensation Table pursuant to SEC rules. Mr. Gerspach, Mr. Forese, and Mr. Bird were not awarded and are not
entitled to any severance payments or severance benefits under any agreement, plan, or policy.
• Mr. Bird was employed by Citi throughout 2019 and left Citi employment on January 7, 2020. The Compensation
Committee awarded him total compensation of $12.35 million, including an annual incentive award of $11.85 million,
for a full year of service based on his performance in 2019; the rationale for the award is set forth on page 92.
Sixty percent (60%) of the award is deferred, consistent with the deferral percentage applicable to other senior
executive annual incentive awards. Mr. Bird received the 60% deferred portion of his annual incentive award for 2019
performance as a Deferred Cash Award, consistent with Citi’s practice of not awarding equity to individuals who are
not Citi employees on the annual grant date for equity awards (in this case, February 13, 2020).
• Mr. Gerspach retired from the Citi CFO role effective February 23, 2019, and he left Citi employment effective
March 1, 2019. Mr. Forese retired from his roles as President of Citi and CEO of the Institutional Clients Group
effective April 30, 2019, and he left Citi employment effective July 15, 2019. Mr. Gerspach and Mr. Forese worked
for only a portion of 2019 and therefore did not receive incentive compensation or any compensation other than
base salary and broad-based benefits for 2019. Deferred Stock Awards and Performance Share Units granted to
Mr. Gerspach and Mr. Forese presented as Stock Awards in the 2019 Summary Compensation Table were awarded
for performance in 2018.
Roadmap for the Scorecards on Pages 87-92

The scorecards on pages 87-92 illustrate how our executive compensation Framework is used by the Compensation
Committee to make compensation decisions. The colors in the Financial Goal section of the scorecards are intended
to visually signify relative performance against operational and risk-related financial goals, as follows:
Signifies that an operational goal result Signifies that an operational goal Signifies that an operational goal result
achieved the 2019 goal or exceeded the result was below the 2019 goal by 10% was below the 2019 goal by more than
2019 goal by up to 15%.(1) Signifies that or less. Signifies that a risk goal had a 10%. Signifies that a risk goal had a
a risk goal result was achieved. positive but below-target result. negative result.
(1) Additional colors or definitions would be provided if any achievements are greater than 15% of a goal.
The Compensation Committee assesses performance against each financial and non-financial goal according to the
following scale:
Score 1 2 3 4 5
Rating Significant Outperform Meets Underperform Significant
Outperform Expectations Underperform
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Citi’s Executive Compensation Framework

Our Compensation Committee uses a five-step process when making final determinations regarding named executive
officer incentive compensation.
Step 1 – Goal Setting and Goal Weightings for Scorecards

• The Compensation Committee sets scorecard goals for each named executive officer early in the annual
compensation cycle. The goals fall into two categories, financial and non-financial, and vary by named
executive officer:
¾¾ Financial goals include:
 company-wide goals for all named executive officers that reflect our annual business plan,
 business unit-specific goals for named executive officers who are business unit leaders that reflect annual
plans for our individual business units, and
 goals relating to growth in Citi’s client relationships, or for executives who are not business leaders, goals
relating to metrics that are important to the strength of the franchise.
¾¾ Non-financial goals focus on:
 risk management and delivering strong controls, and
 leadership values, including human capital management goals.
• Weightings are assigned to the goal categories that are appropriate for each named executive officer’s role.
• The Compensation Committee retains the authority to adjust goals and weightings during the year, if appropriate.
In 2019, the Compensation Committee adjusted non-financial goals to reflect an enhanced emphasis on risk,
controls, and regulatory matters; the Compensation Committee also adjusted the weightings of financial and non-
financial goals, as appropriate.
Step 2 – Scorecard Assessment
• After the end of each year, a named executive officer’s performance against each goal or goal category
is assessed.
• A performance rating is assigned for each goal or goal category on a scale of 1 to 5, with 1 being
“significant outperform” and 5 being “significant underperform,” reflecting a subjective assessment of the
executive’s performance.
• Financial and non-financial goal ratings are separately weighted and averaged in arriving at an overall
scorecard rating for each named executive officer.
• The Compensation Committee rates the CEO’s performance, and the Compensation Committee and the CEO
rate the performance of the other named executive officers.
Step 3 – Evaluation of Market Pay
• The Compensation Committee reviews an estimated market pay range for each named executive officer role.
Ranges are developed based on public information and third-party market surveys of compensation for the
same or comparable roles at peer firms.
• This practice ensures that our named executive officer pay appropriately reflects market pay, based on varying
levels of performance.
Step 4 – Linking Performance to Compensation
• The Compensation Committee then evaluates each named executive officer’s goal ratings and overall
scorecard rating relative to the estimated market-based pay range for each named executive officer role.
• The overall scorecard rating determines whether compensation should be preliminarily targeted at, above,
or below the estimated market median pay for the role. An overall scorecard rating of 3 would generally
correspond to market median pay levels, with an overall 2 rating generally corresponding to above market and
an overall 4 rating generally corresponding to below market median pay levels.
• The Compensation Committee believes that the simultaneous evaluation of scorecard performance and market
pay is the most effective approach to aligning pay and performance in an industry where market levels of pay
can change dynamically.
Step 5 – Committee Determination
• Based on the evaluation of the scorecard ratings and market pay described in Step 4, the Compensation
Committee, exercising its discretion, determines the final award amount for each named executive officer. The
qualitative factors (such as risk behaviors) that inform the decision are explained in detail within each named
executive officer’s scorecard.

CEO Scorecard and Pay Explanation

Mr. Corbat has been CEO of Citi since October 2012. He joined Citi in 1983 and has held various management
positions throughout Citi in multiple businesses and geographies. As CEO, Mr. Corbat is responsible for Citi’s global
business operations. Citi’s Global Consumer Banking businesses operate in North America, Mexico, and Asia and
provide traditional banking services to retail customers through retail banking, Citi-branded cards, and, in North
America, Citi retail services. Citi’s Institutional Clients Group provides corporate, institutional, public sector, and
high-net-worth clients around the world with a full range of wholesale banking products and services. Citi has
approximately 200 million customer accounts and does business in over 160 countries and jurisdictions. As of
December 31, 2019, Citi had revenues of $74.3 billion for full year 2019, total assets of approximately $1.95 trillion,
approximately 200,000 employees, and total deposits of approximately $1.07 trillion.
FINANCIAL SCORECARD HIGHLIGHTS

Overall Financial Goal Rating: 2.86(1)
Category Financial Goal (Glossary on Page 133) 2019 Result(1)

Profitability Citigroup Income from Continuing Operations Before Taxes $23.9 billion
Expense Management Citigroup Efficiency Ratio 56.5%
Use of Capital Citigroup Return on Tangible Common Equity 12.1%
Risk Citigroup Risk Appetite Ratio 176%
Client/Franchise Steady growth in results in Global Consumer Banking Attained
Performance Attain specified growth goals in Mexico
NON-FINANCIAL SCORECARD HIGHLIGHTS

Overall Non-financial Goal Rating: 3.0(1)
• Mr. Corbat provides prominent, clear, and frequent messaging across the company around the firm’s culture of
ethics and conduct, and he inspires his leadership team do to the same.
• Under Mr. Corbat’s leadership, management is continuing to develop plans for, and is implementing, multi-
year improvements and investments in infrastructure and controls, reflecting our ongoing focus on regulatory
requirements and expectations.
• Important elements of Citi’s risk management and governance improved under Mr. Corbat’s stewardship across
the company, although work remains to further develop Citi’s risk management, controls, and regulatory
reporting systems.
• Mr. Corbat championed Citi’s leadership in disclosing raw gender and U.S. minority pay gaps and making related
adjustments to compensation globally. We have published our goals to improve representation of women and
U.S. minorities in senior roles throughout Citi, and we monitor our progress against those goals.
• Mr. Corbat continued his outreach to external stakeholders globally, including clients, investors, regulators, and
government officials.
• Mr. Corbat engaged in outstanding leadership succession planning, as reflected in the seamless multiple
changes in his leadership team.
COMMITTEE’S PAY RATIONALE

• Company performance generally near or above targets with improvements over 2018 combined with Mr. Corbat’s
performance against non-financial goals resulted in an overall scorecard rating of 2.9, which points toward
total annual compensation within the range of market median. The overall scorecard rating was determined
by weighting the financial goal rating 70%, weighting the non-financial goal rating 30%, then adding the two
amounts ([2.86 x 0.7] + [3.0 x 0.3] = 2.9).
• The Compensation Committee awarded Mr. Corbat $24 million in 2019 annual compensation, the same as his 2018
annual compensation. Mr. Corbat’s 2019 compensation was above market median for the CEO role based on a
comparison to CEO pay in our 13-firm compensation peer group, consistent with Citi’s relative size as compared to
firms in that group, while at the same time was below median CEO pay compared to other U.S.-based global banks.
In determining the final award amount in the exercise of its discretion, the Compensation Committee relied on the
results of the executive compensation Framework, focusing on market levels of pay for the CEO role, the financial
and non-financial performance of Citi, and Mr. Corbat’s performance in the CEO role.
www.citigroup.com
CFO Scorecard and Pay Explanation

Mark Mason has been CFO of Citi since February 2019, and, prior to assuming that role, he had been CFO of the
Institutional Clients Group since September 2014. The Citi CFO is responsible for the financial management of Citi,
including managing Citi’s balance sheet and Citi’s financial reporting processes. The Finance function led by the
CFO also plays a central role in our capital planning processes. In addition, Mr. Mason has oversight of Citi Ventures,
which includes our investments in innovative products and services.


Client/Franchise Engagement with a meaningful percentage of investor base Attained
Performance Launch of new products by Citi Ventures

• Mr. Mason led elements of the continuous company-wide efforts to upgrade infrastructure and controls through
meaningful ongoing investments, reflecting the need to upgrade our capital planning abilities and more
efficiently satisfy regulatory requirements.
• Notwithstanding the continued progress in returning capital to stockholders, each of Citi’s key regulatory
capital metrics remained strong, including as a result of processes under the responsibility of the Finance
function.
• Tax optimization efforts across Citi led by Mr. Mason were successful.
• Mr. Mason chaired the group responsible for Citi’s resolution plan, which received no objection from regulators.
• Citi’s liquidity management processes in the Finance function continue to improve, but they remain a focus area.
• Mr. Mason seamlessly transitioned into the CFO role. He is actively developing talent throughout the Finance
organization.
• Mr. Mason co-leads our Black Heritage affinity group and has added further diversity and strength to his senior
leadership team.

• Company performance generally near or above targets with improvements over 2018 combined with
Mr. Mason’s performance against non-financial goals resulted in an overall scorecard rating of 3.2, which
points toward total annual compensation within the range of market median. The overall scorecard rating was
determined by weighting the financial goal rating 50%, weighting the non-financial goal rating 50%, then
adding the two amounts ([2.8 x 0.5] + [3.6 x 0.5] = 3.2). Financial and non-financial goals were weighted 50%
each to reflect the CFO role’s importance both to achieving Citi’s financial goals and to establishing company-
wide risk and control measures and systems.
• The Compensation Committee awarded Mr. Mason $10.6 million in 2019 annual compensation. Mr. Mason’s
2019 compensation was above market median for the CFO role based on a comparison to CFO pay in our
13-firm compensation peer group, consistent with Citi’s relative size as compared to firms in that group, while
at the same time was below median CFO pay compared to other U.S.-based global banks. In determining the
final award amount in the exercise of its discretion, the Compensation Committee relied on the results of the
executive compensation Framework, focusing on market levels of pay for the CFO role, Mr. Mason’s short tenure
in the role, and his performance in the CFO role, including against non-financial risk and control goals.

President of Citi Scorecard and Pay Explanation

Jane Fraser became President of Citi and CEO of Global Consumer Banking (GCB) in October 2019. She was CEO
of Citi’s Latin America (LatAm) region from June 2015 through October 2019, and accordingly, the Compensation
Committee emphasized her performance in that role when evaluating her 2019 performance. The CEO of LatAm is
responsible for GCB in Mexico and the Institutional Clients Group businesses in the 23 countries where Citi is present in
this region.

Ms. Fraser’s performance on most financial metrics was evaluated on the basis of both company-wide and LatAm
results, consistent with her roles as an executive officer of Citi and as CEO of LatAm for most of 2019.

LatAm Income from Continuing Operations Before Taxes $4.2 billion
LatAm Efficiency Ratio 48%
LatAm Return on Tangible Common Equity 28.1%
Risk LatAm Risk Appetite Ratio 303%
LatAm Risk Appetite Surplus $2.88 billion
Client/Franchise Attain specified growth goals in Mexico Attained
Performance Improved Institutional Clients Group results in LatAm region

• Ms. Fraser demonstrated strong leadership through a time of challenging external events in the region.
• Citi’s risk management, control, and governance practices generally improved under Ms. Fraser’s stewardship
across the region, including in Citibanamex, although work is ongoing.
• Control metrics, including those relating to anti-money laundering (AML), generally attained targets across the
LatAm region in 2019. Operational risk metrics in the region were better than planned.
• Ms. Fraser proactively managed leadership succession and has enhanced the international franchise talent pool.
• Ms. Fraser co-leads the Citi Women affinity group and champions diversity and inclusion initiatives throughout
the firm.

• Company performance generally near or above targets with improvements over 2018 and similar LatAm
business performance combined with Ms. Fraser’s performance against non-financial goals resulted in an
overall scorecard rating of 2.8, which points toward total annual compensation within the range of market
median. The overall scorecard rating was determined by weighting the financial goal rating 70%, weighting the
non-financial goal rating 30%, then adding the two amounts ([2.86 x 0.7] + [2.67 x 0.3] = 2.8).
• The Compensation Committee awarded Ms. Fraser $12.5 million in 2019 annual compensation, a 35% increase
over her 2018 annual compensation of $9.25 million, with the increase reflecting her new roles as President of
Citi and CEO of GCB. Ms. Fraser’s 2019 compensation was within the range of market median for Ms. Fraser’s
current role as CEO of GCB, considering compensation at U.S.-based global banks, consistent with the results
produced by our executive compensation Framework. In determining the final award amount in the exercise of
its discretion, the Compensation Committee relied on the results of the executive compensation Framework,
focusing on the overall performance of Citi, the strong performance of the LatAm region, market levels of pay
for Ms. Fraser’s current role as CEO of GCB, and her additional role as President of Citi.
• In 2019, the Compensation Committee also granted a one-time deferred incentive award to Ms. Fraser for the
reasons described on pages 84-85.
www.citigroup.com
Institutional Clients Group CEO Scorecard and Pay Explanation

Paco Ybarra is CEO of the Institutional Clients Group (ICG). He assumed his current position in May 2019. Previously,
he had been Global Head of Markets and Securities Services in the ICG since November 2013 and has held a number
of other executive roles in the ICG. The ICG provides corporate, institutional, public sector, and high-net-worth clients
around the world with a full range of wholesale banking products and services. The ICG’s international presence is
supported by trading floors in approximately 80 countries and a proprietary network in 98 countries and jurisdictions.
At December 31, 2019, the ICG had approximately $1.4 trillion of assets and $768 billion of deposits, while two of its
businesses, securities services and issuer services, managed approximately $20.3 trillion of assets under custody.

Mr. Ybarra’s performance on most financial metrics was evaluated on the basis of both company-wide and ICG
results, consistent with his roles as an executive officer of Citi and as CEO of the ICG.

ICG Income from Continuing Operations Before Taxes $16.5 billion
ICG Efficiency Ratio 57%
ICG Return on Tangible Common Equity 14.6%
Risk ICG Risk Appetite Ratio 309%
ICG Risk Appetite Surplus $10.81 billion
Client/Franchise Client satisfaction goals and onboarding targets Attained
Performance

• Led by Mr. Ybarra, risk management, control, and governance practices in the ICG attained some objective
targets, with additional upgrades underway to further enhance controls in Markets, reflecting our continuing
focus on regulatory requirements and expectations.
• Mr. Ybarra successfully transitioned into his new role through focused efforts covering all of the ICG, including
the development of enhanced ICG-wide control measures.
• Mr. Ybarra co-leads our Pride affinity group and has led improvements in ICG representation metrics.
• Citi has attained its $100 billion environmental financing goal, with leadership by the ICG and championed
by Mr. Ybarra.

• Company performance generally near or above targets with improvements over 2018 and ICG business
performance improved over 2018 combined with Mr. Ybarra’s performance against non-financial goals resulted
in an overall scorecard rating of 3.2, which points toward total annual compensation within the range of market
median. The overall scorecard rating was determined by weighting the financial goal rating 70%, weighting the
non-financial goal rating 30%, then adding the two amounts ([3.0 x 0.7] + [3.67 x 0.3] = 3.2).
• The Compensation Committee awarded Mr. Ybarra $16.45 million in 2019 annual compensation. Mr. Ybarra’s
2019 compensation is below market median for Mr. Ybarra’s current role as CEO of the ICG, considering
compensation at U.S.-based global banks. In determining the final award amount in the exercise of its
discretion, the Compensation Committee relied on the results of the executive compensation Framework,
focusing on market levels of pay for Mr. Ybarra’s role, his short tenure in the role, his performance in the role
(including against non-financial risk and control goals), and the overall performance of Citi and the ICG.

Chief Risk Officer Scorecard and Pay Explanation

Bradford Hu has been Chief Risk Officer of Citi since January 2013. Before assuming this role, he served as
Chief Risk Officer for Citi’s Asia Pacific region, where he was responsible for managing the firm’s risks across all of
Citi’s businesses in the region. Mr. Hu leads the Independent Risk Management organization, which is responsible
for designing and overseeing the firm’s risk governance framework, monitoring the firm’s risk profile against its
risk appetite, and building and sustaining a strong culture of risk management and control. The Independent Risk
Management organization sets standards for the business and actively manages and oversees aggregate credit,
market (price and interest rate), liquidity, strategic, operational, and reputational risks across the firm, including
risks that span categories, such as concentration risk.


Client/Franchise Enhanced Board-level reporting and communication regarding risk Attained
Performance management issues

• Mr. Hu provided oversight of the successful delivery of some ongoing enhancements to Citi’s risk management,
control, and risk governance framework, although work remains with other targeted enhancements.
• Mr. Hu led elements of the continuous company-wide efforts to upgrade infrastructure and controls through
meaningful ongoing investments, reflecting the need to upgrade our capital planning abilities and more
efficiently satisfy regulatory requirements.
• Key risk management areas, such as operational risk losses, performed better than planned levels, although
work remains to further develop Citi’s risk management, controls, and regulatory reporting systems.
• Mr. Hu co-leads our Asian Heritage affinity group and is actively developing talent throughout the Independent
Risk Management organization, including diverse talent.

• Company performance generally near or above targets with improvements over 2018 combined with Mr. Hu’s
performance against non-financial goals resulted in an overall scorecard rating of 3.0, which points toward
total annual compensation within the range of market median. The overall scorecard rating was determined
by weighting the financial goal rating 30%, weighting the non-financial goal rating 70%, then adding the two
amounts ([3.0 x 0.3] + [3.0 x 0.7] = 3.0). The relative weightings of financial and non-financial goals reflect the
Chief Risk Officer’s importance to establishing company-wide risk and control measures and systems.
• The Compensation Committee awarded Mr. Hu $8 million in 2019 annual compensation. Mr. Hu’s 2019
compensation was within the range of market median for the Chief Risk Officer role, considering Chief
Risk Officer pay at other U.S.-based global banks, consistent with the results produced by our executive
compensation Framework. In determining the final award amount in the exercise of its discretion, the
Compensation Committee relied on the results of the executive compensation Framework, focusing on Mr. Hu’s
performance in the role and market levels of pay for the role.
www.citigroup.com
Former Global Consumer Banking CEO Scorecard and Pay Explanation

Stephen Bird became CEO of Global Consumer Banking (GCB) in June 2015. He left the role in October 2019 and
was employed by Citi through January 2020. GCB consists of consumer banking businesses in North America, Latin
America (consisting of Citi’s consumer banking business in Mexico), and Asia. GCB provides traditional banking services
to retail customers through retail banking, and Citi-branded cards, and in North America, Citi retail services. GCB is
focused on its priority markets in the U.S., Mexico, and Asia with 2,348 branches in 19 countries and jurisdictions as of
December 31, 2019. At December 31, 2019, GCB had approximately $407 billion in assets and $291 billion of deposits.

Mr. Bird’s performance on most financial metrics was evaluated on the basis of both company-wide and GCB results,
consistent with his former roles as an executive officer of Citi and as CEO of GCB. Financial results shown below are
reported full year 2019 results; Mr. Bird’s performance evaluation was conducted in November 2019 based on year-
to-date information and full year outlook.

GCB Income from Continuing Operations Before Taxes $7.4 billion
GCB Efficiency Ratio 53%
GCB Return on Tangible Common Equity 17.3%
Risk GCB Risk Appetite Ratio 160%
GCB Risk Appetite Surplus $3.02 billion

• Led by Mr. Bird, GCB generally met control metric targets and attained risk management framework
enhancement goals.
• Mr. Bird continued to lead GCB’s tangible progress in transforming systems, processes, and culture while
embracing the digital changes.
• While led by Mr. Bird, GCB attained key customer and deposit growth targets.
• Mr. Bird co-led our Black Heritage affinity group and led improvement in GCB representation metrics.

• Company performance generally near or above targets with improvements over 2018 and similar GCB business
performance combined with Mr. Bird’s performance against non-financial goals resulted in an overall scorecard
rating of 2.675, which points toward total annual compensation within the range of market median. The overall
scorecard rating was determined by weighting the financial goal rating 70%, weighting the non-financial goal
rating 30%, then adding the two amounts ([2.75 x 0.7] + [2.5 x 0.3] = 2.675).
• The Compensation Committee awarded Mr. Bird $12.35 million in 2019 annual compensation, a 7.4% increase
over his 2018 pay of $11.5 million, largely to reflect results in GCB that demonstrated meaningful improvement
over 2018 and prior years. Mr. Bird’s 2019 compensation is within the range of market median for the role of
CEO of GCB, considering compensation at U.S.-based global banks, consistent with the results produced by our
executive compensation Framework. In determining the final award amount in the exercise of its discretion,
the Compensation Committee relied on the results of the executive compensation Framework, focusing on the
overall performance of Citi and GCB, Mr. Bird’s performance in the role, and market levels of pay for the role.

Our Compensation Peer Group

The Compensation Committee believes that market compensation levels must frame compensation decisions in
order to retain the executive talent necessary to execute the Company’s business strategy. Accordingly, a critical
step in our executive compensation Framework is the Compensation Committee’s understanding of market pay,
which it develops through consideration of surveys of previously awarded peer firm compensation for each named
executive officer role.
In 2016, the Compensation Committee, with input from its independent compensation consultant, established
the compensation peer group Citi currently uses to determine market pay ranges. The Compensation Committee
evaluates the compensation peer group on an annual basis to ensure that the group continues to be appropriate.
The Compensation Committee continues to believe that a U.S.-based peer group reflects the relevant market for
executive talent and the relevant regulatory environment for Citi’s executive compensation.
Our peers were chosen because they operate in one or more lines of business that are similar to Citi’s and compete
in similar labor markets, although many do not have a global scale that is comparable to Citi.
2019 COMPENSATION PEER GROUP
AIG (AIG) Goldman Sachs (GS) Prudential (PRU)

American Express (AXP) JPMorgan Chase (JPM) U.S. Bancorp (USB)
Bank of America (BAC) MetLife (MET) Wells Fargo (WFC)
BNY Mellon (BK) Morgan Stanley (MS)
Capital One (COF) PNC (PNC)
All firms in the compensation peer group were included in preparing the market data for the CEO and CFO roles.
Not all firms in the compensation peer group have roles comparable to Citi’s named executive officer roles other
than the CEO and CFO roles (e.g., the Institutional Clients Group role), so not all of the firms in the compensation
peer group were represented in the market data for each of the other named executive officer roles. In evaluating
the market for named executive officer compensation, the Compensation Committee additionally focused on
compensation for comparable roles at the U.S.-based global banks with lines of business similar to Citi’s. That group
includes Bank of America, Goldman Sachs, JPMorgan Chase, Morgan Stanley, and Wells Fargo.
In selecting the compensation peer group, the Compensation Committee used size-based metrics as primary
screening criteria among financial services firms. Due to the absence of a sufficient number of comparably sized
direct peers, the result is a peer group where Citi is above the 75th percentile in size, meaning that the market for
target compensation prior to consideration of performance could be the upper quartile. Where Citi pays executives
above median, the size and scope of their responsibilities and their performance tend to be critical factors in
determining pay ranges.
2019 CITI POSITIONING RELATIVE TO PEER COMPANIES
2019 Revenues 78th 100th Percentile

2019 Net Income to 84th 100th Percentile
Common Stockholders
2019 Total Assets 84th 100th Percentile
Latest FYE Employees(1) 83rd 100th Percentile
12/31/2019 Market Cap 80th 100th Percentile
50th Percentile
(1) MET employees as of 10/1/2019.
www.citigroup.com
Long-Term Incentives
Performance Share Units
Under the general structure of Citi’s annual executive compensation program, 35% of CEO variable pay and 30%
of other named executive officer variable pay is awarded as Performance Share Units, which represent half of Citi’s
long-term incentive awards for these executives.(1) The performance target goal levels for this year’s awards were
updated, but there were no other changes to the terms of the Performance Share Units as compared to last year.
AWARD FEATURE PERFORMANCE YEAR 2019 PERFORMANCE SHARE UNIT (PSU) DESCRIPTION
Performance Period January 1, 2020 through December 31, 2022.
Target Number Portion of total incentive award allocated to PSU program divided by the average of the
of PSUs closing prices of Citi common stock for the five trading days immediately preceding the
February 13, 2020 grant date ($78.912).
Performance Metrics RoTCE for 2022 Cumulative EPS over 2020-2022
and Targets RoTCE is net income (less preferred Cumulative EPS is determined by adding
dividends) divided by average tangible the diluted earnings per share based on net
common equity for the year. income allocated to common stockholders
from our quarterly earnings reports for the
Half of units are earned on RoTCE 12 quarters ending in 2020 through 2022.
performance based on the following
performance grid: Half of units are earned on cumulative EPS
based on the following performance grid:
RoTCE for 2022 Percent of Target Cumulative EPS, Percent of Target

PSUs Earned 2020-22 PSUs Earned
Less than 9.5% 0% Less than $23.50 0%
9.5% 50% $23.50 50%
13% to 13.5% 100% $27.50 to $28.00 100%
15.5% or more 150% $31.00 or more 150%
For each metric, if performance is between the 50% target and the lower end of the
100% range, or between the upper end of the 100% range and the 150% target, the
number of PSUs earned by the executives in respect of that metric will be determined
by straight-line interpolation between the applicable two points. The design avoids
encouraging imprudent risk-taking through artificial cliffs in the design of the PSUs.
Example: If Citi has RoTCE for 2022 of 15.5% and cumulative EPS of $23.50 over
the three-year performance period, the executives will receive 100% of the target
PSUs, which assigns equal weight to performance against the RoTCE metric (150%
performance) and the cumulative EPS metric (50% performance).
Rationale for The rationale for our performance metrics and target goal levels appears on
Performance Metrics page 82.
and Target Levels
Award Delivery After the end of the performance period, the number of earned PSUs will be multiplied
by the average Citi common stock price over the 20 trading days preceding the final
vesting date, and the resulting value will be paid in cash. This practice links the payout
to changes in the price of Citi common stock while limiting stockholder dilution.
TSR Factor The number of PSUs that may be earned is capped at 100% of target if Citi’s total
shareholder return is negative over the three-year performance period, regardless of
the outcome of the performance metrics.
Dividend Equivalents Dividend equivalents will be accrued and paid on the number of earned PSUs after the
end of the performance period; dividend equivalents on PSUs that are not earned will
be forfeited.
Clawbacks Subject to clawbacks.
(1) Mr. Ybarra’s compensation is designed to comply with U.K. and E.U. regulatory guidance, in an exception to the general structure.

Deferred Stock Awards

Under the general structure of Citi’s annual executive compensation program, 35% of CEO variable pay and 30% of
other named executive officer variable pay is awarded as Deferred Stock Awards, which represent half of Citi’s long-
term incentive awards for these executives. There have been no changes to the general terms of our Deferred Stock
Awards since 2013.
AWARD FEATURE DEFERRED STOCK AWARD DESCRIPTION (1)

Vesting Period Vests 25% each year over a four-year period.
Number of Shares Portion of total incentive award allocated to Deferred Stock Awards divided by the
average of the closing prices of Citi common stock for the five trading days immediately
preceding the February 13, 2020 grant date ($78.912).
Performance-Based If the reference business has pretax losses in any year of the deferral period, the portion
Vesting Condition of the Deferred Stock Award that is scheduled to vest in the year following the loss year
will be reduced by a fraction:
the amount of the pretax loss

the highest level of annual pretax profit for the reference business in the three years
immediately preceding the loss year
If that fraction would result in a cancellation of 20% or less of the shares, the shares
scheduled to vest will be reduced by 20% (i.e., there is a minimum cancellation level in
the event of pretax losses). This provision cannot result in an increase in award value; the
feature can only result in the cancellation of unvested shares.
• The reference business for all executive officers is Citigroup.
Example This example shows how the portion of a Deferred Stock Award granted in February 2020
of 20,000 shares that is scheduled to vest in January 2021—5,000 shares—would be
affected, assuming the following pretax profit (loss) history for Citigroup, where Citigroup
is the reference business.
Pretax profit (loss) for Citigroup (in millions)

Scheduled vesting date 2020 2019 2018 2017
January 2021 ($500) $23,901 $23,445 $22,761
The profit amounts for 2017, 2018, and 2019 in the example are derived from current
publicly reported financial information. The pretax loss amount for 2020 in the example is
a hypothetical assumption for illustrative purposes only.
The reduction produced by the formula (500 divided by 23,901) is 2.09%. Due to the
minimum cancellation level, 20% of shares scheduled to vest in January 2021 would be
cancelled. Therefore, 1,000 shares of the 5,000 that were scheduled to vest would be
cancelled (1,000 = 20% of 5,000).
Dividend Dividend equivalents will be accrued and paid on vested shares after the end of the vesting
Equivalents period; dividend equivalents on Deferred Stock Awards that are not earned will be forfeited.
(1) To comply with U.K. and E.U. regulatory guidance, Mr. Ybarra’s Deferred Stock Award for 2019 performance has features that
differ from those shown in the chart above, including the award representing at least 50% of his total annual incentive award,
vesting over a five-year period, a six-month holdback after each delivery date, and additional prescribed clawback provisions.
www.citigroup.com
Deferred Cash Awards

Deferred Cash Awards have been a core element of Citi’s risk-balanced approach to awarding incentive
compensation and have been awarded consistently since 2013 to our covered employees (as defined in bank
regulatory guidance), including executives who are ineligible for Performance Share Units for any reason.
Accordingly, Mr. Ybarra received a Deferred Cash Award instead of Performance Share Units for his performance
in 2019 as an element of Citi’s approach to compliance with U.K. and E.U. regulatory guidance. Mr. Bird received
the entire deferred portion of his incentive award for 2019 performance as a Deferred Cash Award because he was
not employed by Citi on the February 13, 2020 grant date for Performance Share Units and Deferred Stock Awards,
consistent with Citi’s practice of not awarding equity to individuals not employed by Citi on the equity grant date.
AWARD FEATURE DEFERRED CASH AWARD DESCRIPTION(1)

Vesting Period Vests 25% each year over a four-year period.
Award Amount The specified percentage of the deferred portion of an incentive award.
Additional Vesting Unvested awards are cancelled if the Compensation Committee determines that the
Condition employee has significant responsibility for a “material adverse outcome.”
Interest For awards granted for 2019 performance, the notional interest rate is 2.23%, where
permitted. Accrued notional interest vests and is delivered only if and when the related
portion of the Deferred Cash Award vests and is delivered.
(1) To comply with U.K. and E.U. regulatory guidance, Mr. Ybarra’s Deferred Cash Award for 2019 performance vests over a
five-year period, does not earn notional interest, is subject to a six-month holdback after each delivery date, and is subject to
additional prescribed clawback provisions.
Additional Compensation Practices

Our Independent Compensation Consultant
FW Cook has been the Compensation Committee’s
The Board’s compensation consultant independent advisor since 2012. FW Cook provides no
does no work for Citi other than services to Citi other than its services to the Board,
advising the Board. has no other ties to management that could jeopardize
its fully independent status, and has strong internal
governance policies that help ensure that it maintains its independence. Representatives of FW Cook attended
all Compensation Committee meetings during 2019, including executive sessions as requested, and engaged with
Compensation Committee members between meetings. FW Cook advised the Compensation Committee regarding
the compensation awarded to the CEO and other executive officers. FW Cook also provided extensive guidance and
analysis regarding the Compensation Committee’s and the Board’s responses to Citi’s advisory say-on-pay votes,
offered market insights, and provided advice to the Compensation Committee on Citi’s executive compensation
plan design and the presentation of its programs to stockholders through the investor outreach process described
earlier as well as required SEC disclosures. FW Cook also provided advice to the Board on non-executive director
compensation. In 2019, FW Cook was paid fees of $328,133 for advice regarding executive compensation. Pursuant
to SEC and NYSE rules, the Compensation Committee assessed the independence of FW Cook most recently
in January 2020 and determined that FW Cook is independent from Citi management and that its work for the
Compensation Committee has not raised any conflicts of interest.

Risk and Citi’s Incentive Compensation Programs

Our compensation programs are designed in accordance with our responsibility to assume only risks that are
prudent and well-understood and to effectively manage those risks to protect the franchise. Our programs have the
following important elements:
• Our Compensation Philosophy requires us to consider risk management when making discretionary incentive
compensation awards. Our Compensation Philosophy is available on our public website.
• The Chief Risk Officer reports at least twice annually to the Compensation Committee on risk levels
and trends across Citi, as well as incentive compensation frameworks at the senior executive level and
throughout Citi. The Chief Risk Officer has reviewed our executive compensation Framework to help ensure
that compensation is aligned with long-term performance in a manner that does not encourage imprudent or
excessive risk-taking.
• Citi’s executive compensation Framework explicitly and implicitly adjusts incentive awards for risk. Citi’s
executive compensation Framework takes risk into account in a number of ways, including:
¾¾using financial metrics intended to assess risk levels as an element of each executive’s financial goals;
¾¾evaluating risk management performance, including effectiveness of the control environment, as part of the
non-financial goals; and
¾¾taking adverse risk outcomes into account when determining incentive compensation.
• An assessment of risk management behaviors is taken into account in determining individual incentive
awards. For individual covered employees (several hundred of the most senior employees at Citi), Citi has
established an annual control function review process in which reviewers from the control functions provide
an evaluation of each covered employee’s risk behaviors. The control functions are Finance, Independent
Compliance Risk Management, Independent Risk Management, Internal Audit, and Legal. The process is designed
to evaluate current behavior and attitudes toward risk. The rating from the control function review process
informs and influences the covered employee’s performance review conducted by the employee’s manager, and
the results of the process are reported to the Compensation Committee. We believe this process has improved
awareness of the importance of risk management behaviors and has resulted in the strengthening of Citi’s risk
culture. The named executive officers were evaluated on risk behaviors by Citi’s control functions through this
annual control function review process, and these reviews resulted in positive ratings or assessments on risk
behaviors for the named executive officers. The positive ratings were not determinative of the size of the annual
incentive awards for 2019, as a positive rating on risk behaviors is an expected element of job performance
in all covered employee roles. A negative risk rating on risk behaviors would have resulted in a reduction
in incentive compensation awarded for 2019 or termination of employment, resulting in the elimination of
incentive compensation.
• Annual incentive awards to covered employees, including the named executive officers, have design
features intended to discourage imprudent or excessive risk-taking. Through a systematic annual process,
Citi identifies the inherent material risks to the firm and then identifies employees with influence over those
risks as covered employees. The compensation structure for covered employees, including the named
executive officers, includes substantial deferrals and clawbacks intended to cover a range of behaviors.
Furthermore, performance-based vesting criteria are a part of all deferred incentive compensation awarded
to covered employees.
• Citi has a strong global governance process covering Citi’s incentive compensation plans. Citi’s formulaic
incentive compensation plans, including its sales incentive plans, provide variable compensation to a broad-
based population of employees predominantly in Global Consumer Banking. The plans are administered through
a global governance process that is designed to eliminate incentives to engage in illegal or imprudent conduct or
take imprudent or excessive risks. As part of this governance process, all of Citi’s incentive compensation plans
throughout the world are analyzed through a central risk management model developed and administered by a
third-party consultant with input from Citi. Six potential sources of risk are assessed: incentive program design,
misalignment with Citi’s strategy and goals, pay opportunity offered by the plan, payout approval process, extent
of monitoring as part of plan governance, and risks associated with plan administration. Plans are remediated
based on the results of the risk assessment, if appropriate. This global governance model ensures that best
practices are communicated and shared throughout Citi.
(continued on next page)
www.citigroup.com
• Consideration of regulatory matters. The Compensation Committee considers regulatory matters when
awarding executive incentive compensation, and regulatory-related goals are cascaded to other employee
performance evaluations as appropriate to the applicable roles throughout Citi.
• Clawbacks applicable to Performance Share Units, Deferred Stock Awards, and Deferred Cash Awards.
Citi’s robust clawback policies are applicable to incentive awards to the named executive officers and all other
eligible employees. The clawback provisions provide Citi with the right to cancel unvested deferred incentive
compensation under a range of adverse outcomes and are summarized in the table below:
APPLICABLE DEFERRED DEFERRED

CLAWBACK PERFORMANCE STOCK CASH
POLICY POTENTIAL TRIGGER SHARE UNITS AWARDS AWARDS
General Misconduct or materially imprudent judgment
that caused harm to any of Citi’s business
operations, or that resulted or could result in
regulatory sanctions, including either failure
to supervise employees who engaged in such
behavior or failure to escalate such behavior.
Material Adverse Significant responsibility for a Material
Outcome Adverse Outcome (MAO).
Citi Award received based on materially
inaccurate publicly reported financial
statements.
Citi Employee knowingly engaged in providing
materially inaccurate information relating to
publicly reported financial statements.
Citi Material violation of any risk limits established
or revised by senior management and/or
risk management.
Citi Gross misconduct.
Sarbanes-Oxley Intentional misconduct or fraud that requires
a financial restatement.
To comply with U.K. and E.U. regulatory guidance, additional clawbacks are applicable to Mr. Ybarra’s incentive
awards, which are comprised of Deferred Stock Awards and Deferred Cash Awards.
At a minimum, Citi will consider whether a Material Adverse Outcome has occurred and the potential impact on
Performance Share Units and Deferred Cash Awards if there is an annual pretax loss at any of the following three
reportable financial segments: Citigroup (the entire company), Global Consumer Banking, and the Institutional
Clients Group. Citi will also consider making public disclosures whenever a decision has been made to cancel
deferred compensation payable to an executive officer because he or she had significant responsibility for a
Material Adverse Outcome or otherwise.
Tax Deductibility of and Limits on Incentive Compensation

Annual incentive awards for 2019 were awarded to named executive officers under the 2011 Executive Performance
Plan (the EPP). The EPP was originally adopted to preserve the deductibility of incentive compensation paid to the
named executive officers that might otherwise not be deductible under Section 162(m) of the Internal Revenue
Code. However, Tax Reform amended Section 162(m) of the Internal Revenue Code by removing the exception for
qualified performance-based compensation and expanding it to cover the CFO, thereby reducing the potential
for deductible executive compensation for 2018 and later years. Further, once a Citi employee is considered
a “covered employee” under Section 162(m) of the Internal Revenue Code, that person will remain a “covered
employee” so long as the person receives compensation from Citi. While Citi has sought to preserve deductibility of
compensation paid to the named executive officers to the extent permitted by law, Citi has retained the flexibility
to provide nondeductible compensation arrangements it believes are necessary to recruit, incentivize, and retain
its executives.

Citi does not intend to change its pay-for-performance approach to awarding executive pay even though Tax Reform
eliminated the tax benefits of awarding qualified performance-based compensation. Accordingly, the Compensation
Committee awarded named executive officer incentive compensation for 2019 performance under the EPP and
subject to its limits on executive compensation. The EPP specifies a maximum amount that can be awarded to a
participant for any year based on Citigroup’s income from continuing operations before income taxes. The amount
of annual incentive actually awarded for the year, however, is determined by the Compensation Committee, applying
the executive compensation Framework described in this Compensation Discussion and Analysis and subject to the
condition that Citi may pay less (but not more) than the maximum. For 2019, the Compensation Committee certified
the maximum amount payable under the EPP as $47.8 million per executive (0.2% of Citigroup pretax earnings) and
exercised its negative discretion to award lesser amounts under the plan. In addition to this limit on total incentive
pay, the EPP limits the annual cash bonus portion of individual executive officer incentive pay to $20 million.
The Personnel and Compensation Committee Report

The Personnel and Compensation Committee has evaluated the performance of and determined the compensation
for the CEO, approved the compensation of executive officers, and approved the compensation structure for other
members of senior management and other highly compensated employees. The Personnel and Compensation
Committee reviewed and discussed the foregoing Compensation Discussion and Analysis with members of senior
management and, based on this review, the Personnel and Compensation Committee recommended to the Board
of Directors of Citigroup Inc. that the Compensation Discussion and Analysis be included in Citi’s Annual Report on
Form 10-K and Proxy Statement on Schedule 14A filed with the SEC.
The Personnel and Compensation Committee:
Duncan P. Hennes (Chair)

John C. Dugan
Gary M. Reiner
Diana L. Taylor
Dated: March 6, 2020
www.citigroup.com
2019 Summary Compensation Table and

Compensation Information
2019 Summary Compensation Table
The following table shows the compensation for 2019 and applicable prior years for Citi’s CEO, CFO, and the three
other most highly compensated executive officers as of December 31, 2019. In addition, SEC rules require the
disclosure of 2019 compensation for three former Citi executives. These eight individuals are referred to as Citi’s
named executive officers.
Change in
Pension
Value and
Nonqualified
Non-Equity Deferred
Name and Stock Incentive Plan Compensation All Other
Principal Salary Bonus(2) Awards(3) Compensation(4) Earnings(5) Compensation(6) Total
Position(1) Year ($) ($) ($) ($) ($) ($) ($)
Michael Corbat 2019 $1,500,000 $6,750,000 $17,237,115 $0 $4,846 $16,800 $25,508,761
CEO 2018 $1,500,000 $6,750,000 $15,912,666 $0 $4,548 $16,500 $24,183,714
2017 $1,500,000 $6,450,000 $9,831,752 $0 $3,731 $16,200 $17,801,683
Mark Mason(7) 2019 $496,301 $4,041,481 $1,657,500 $1,537,803 $1,722 $16,800 $7,751,607
CFO
Jane Fraser 2019 $500,000 $4,800,000 $11,995,705 (8) $1,276 $0 $16,800 $17,313,781
President, Citi; 2018 $500,000 $3,500,000 $5,075,136 $398,854 $0 $16,500 $9,490,490
CEO, Global 2017 $500,000 $3,200,000 $4,454,386 $452,764 $0 $20,265 $8,627,415
Consumer
Banking
Paco Ybarra(7) 2019 $6,423,980 (9) $0 $4,581,107 $2,740,779 $46,188 $21,972 $13,814,026
CEO,
Institutional
Clients Group
Bradford Hu(7) 2019 $500,000 $3,000,000 $4,924,890 $613 $0 $16,800 $8,442,303
Chief Risk
Officer
John Gerspach 2019 $157,260 $0 $7,551,498 $0 $46,539 $16,800 $7,772,097
Former CFO 2018 $500,000 $4,600,000 $6,661,116 $0 $0 $16,500 $11,777,616
2017 $500,000 $4,200,000 $5,116,524 $0 $79,241 $16,200 $9,911,965
James Forese 2019 $278,082 $0 $12,804,714 $0 $4,377 $16,800 $13,103,973
Former 2018 $500,000 $7,800,000 $12,370,644 $0 $4,151 $16,500 $20,691,295
President, Citi; 2017 $500,000 $7,800,000 $8,908,771 $2,611 $1,524 $16,200 $17,229,106
Former CEO,
Institutional
Clients Group
Stephen Bird 2019 $500,000 $4,740,000 $7,223,172 $0 $0 $16,800 $12,479,972
Former 2018 $500,000 $4,400,000 $6,343,920 $0 $0 $16,500 $11,260,420
CEO, Global 2017 $500,000 $4,000,000 $5,116,751 $1,250 $0 $3,143,844 $12,761,845
Consumer
Banking
(1) The principal position for each named executive officer is the position he or she held on December 31, 2019. Mr. Gerspach,
Mr. Forese, and Mr. Bird were not Citi executive officers at December 31, 2019, but their 2019 and prior-year compensation is
required to be disclosed under SEC rules.
• Mr. Gerspach was Citi CFO through February 23, 2019, when Mr. Mason assumed the role.

• Mr. Forese was President of Citi and CEO of the Institutional Clients Group through April 30, 2019, when Mr. Ybarra
became CEO of the Institutional Clients Group. No President of Citi was appointed at that time.
• Mr. Bird was CEO of Global Consumer Banking through October 24, 2019, when Ms. Fraser assumed that role and also
became President of Citi. Prior to those appointments, Ms. Fraser was CEO of Citi’s Latin America region.
(2) Amounts in this column show cash bonuses for service in the listed year.
(3) In accordance with SEC rules, the amounts in this column for 2019 are the aggregate grant date fair values of Performance
Share Units and Deferred Stock Awards awarded during 2019 under the 2019 Stock Incentive Plan or the 2014 Stock Incentive
Plan, even where performance related to 2018. SEC rules require the presentation of equity awards granted during calendar
year 2019, not equity awards made in respect of performance in 2019. The separate grant date value of each award shown
in the Stock Award column is disclosed in the 2019 Grants of Plan-Based Awards Table. The aggregate grant date fair values
of the awards shown in this column are computed in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (ASC 718). The assumptions made, if any, when calculating the amounts in this column
are found in Note 7 to the Consolidated Financial Statements of Citigroup Inc. and its subsidiaries, as filed with the SEC
on Form 10-K for 2019. The amounts reported in the Summary Compensation Table for the Performance Share Units are
the values at the grant date as determined in accordance with ASC 718, which take into account the probable outcome
of the performance conditions. Consequently, these values differ from the nominal amounts of the awards made by the
Compensation Committee, which are divided by the Citi common stock price as determined on the grant date to yield a
target number of Performance Share Units. The values of the Performance Share Units at the 2019 grant date awarded for
2018 performance and shown in the 2019 Summary Compensation Table, assuming that the highest levels of performance
conditions are achieved, are: Mr. Corbat, $11,812,500; Ms. Fraser, $3,937,500; Mr. Hu, $3,375,500; Mr. Gerspach, $5,175,000;
Mr. Forese, $8,775,000; and Mr. Bird, $4,950,000.
(4) The amounts shown in the Non-Equity Incentive Plan Compensation column represent the amount of each Deferred Cash
Award considered earned in the applicable year even though the awards were granted in prior years in respect of prior-year
service. Deferred Cash Awards are granted to executives who are not eligible for Performance Share Units, which are awarded
only to the CEO and executives who report directly to him. The terms of Deferred Cash Awards are detailed on page 96.
The amounts shown in the Non-Equity Incentive Plan Compensation column for 2019 include the following notional interest
amounts: Mr. Mason, $119,053; Ms. Fraser, $1,276; Mr. Ybarra, $109,161; and Mr. Hu, $613. Ms. Fraser’s and Mr. Ybarra’s Deferred
Cash Awards are denominated in British pounds because they were awarded for years in which they were employed in London.
The amounts presented in the table for Ms. Fraser and Mr. Ybarra are shown as converted from British pounds to U.S. dollars
at the December 31, 2019, conversion rate used to prepare Citi’s financial statements (1 British pound = 1.32475 U.S. dollars).
(5) These amounts represent the increases in the present value of pension benefits, as more fully described in the 2019 Pension
Benefits Table. The value of Mr. Gerspach’s benefit under The Citigroup Pension Plan increased by $27,192, and the value of his
benefit under the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates increased by $19,347. The amount
of each named executive officer’s above-market or preferential earnings on compensation that was deferred on a basis that
was not tax-qualified was $0. Ms. Fraser, Mr. Hu, and Mr. Bird have never been eligible to participate in a defined benefit
pension plan under the terms of Citi’s broad-based retirement programs in effect in their employment countries; they have
participated only in defined contribution retirement plans since the commencement of their Citi employment.
(6) Set forth below is a breakdown of All Other Compensation for 2019 (including personal benefits):
Temporary Housing
Employer Tax Living and and Cost
Retirement Plan Reimbursement Home Leave of Living Relocation
Contribution Costs Costs Differential Expenses Total
Name ($) ($) ($) ($) ($) ($)
Michael Corbat $16,800 $0 $0 $0 $0 $16,800
Mark Mason $16,800 $0 $0 $0 $0 $16,800
Jane Fraser $16,800 $0 $0 $0 $0 $16,800
Paco Ybarra $21,972 $0 $0 $0 $0 $21,972
Bradford Hu $16,800 $0 $0 $0 $0 $16,800
John Gerspach $16,800 $0 $0 $0 $0 $16,800
James Forese $16,800 $0 $0 $0 $0 $16,800
Stephen Bird $16,800 $0 $0 $0 $0 $16,800
Except for Mr. Ybarra, the named executive officers received 401(k) plan matching contributions pursuant to the formula
applicable to all eligible U.S. employees.
www.citigroup.com
Mr. Ybarra has opted out of Citi’s U.K. broad-based retirement plans pursuant to a choice offered to all similarly situated U.K.
employees. The amount in the table is a taxable cash payment in lieu of an employer contribution to a broad-based retirement
plan and is determined according to a generally applicable formula. The amount for Mr. Ybarra is shown as converted
from British pounds to U.S. dollars at the December 31, 2019, conversion rate used to prepare Citi’s financial statements
(1 British pound = 1.32475 U.S. dollars).
Mr. Bird had no expatriate benefits for 2019 or 2018 but had tax equalization benefits for 2017 related to his service in 2016.
He moved from Hong Kong to New York on an expatriate assignment effective July 1, 2015, with benefits provided under
the general terms of Citi’s Expatriate Program. Mr. Bird’s expatriate assignment ended on December 31, 2016, at which time
he became a U.S. local employee. Mr. Bird was not eligible for expatriate benefits for service after 2016. The benefits made
available to Mr. Bird were fully in accordance with Citi’s Expatriate Program and are generally available to similarly situated
employees who accept assignments outside their home countries. The Expatriate Program enables Citi to quickly fill specific
business needs through relocating employees for a transitional period and neutralizing the tax and other personal financial
consequences of the move. The tax equalization benefits were intended to limit Mr. Bird’s tax liabilities and related expenses
to what they would have been had he remained employed in Hong Kong in 2016 and, as such, are not additional incentive
compensation.
Mr. Corbat has reimbursed Citi for his personal use of corporate aircraft pursuant to an Aircraft Time Sharing Agreement with
Citigroup Inc. For additional disclosure regarding the use of corporate aircraft, see page 40 of this Proxy Statement.
(7) 2017 and 2018 compensation amounts for Mr. Mason, Mr. Ybarra, and Mr. Hu are not required to be disclosed because they
were not named executive officers for those years.
(8) The amount shown is the sum of three awards: the Deferred Stock Award and Performance Share Units awarded for 2018
performance ($2,625,000 and $3,120,705, respectively), plus the Deferred Stock Award component ($6,250,000) of the
one-time deferred incentive award granted to Ms. Fraser, as described on pages 84-85.
(9) The Salary column shows base salary plus a fixed role-based allowance delivered in cash to Mr. Ybarra. Role-based allowances
within the U.K. are awarded based on certain guidelines related to the significance of the role. Mr. Ybarra’s base salary and
role-based allowance are paid in British pounds, and the total is shown as converted from British pounds to U.S. dollars at an
average 2019 conversion rate (1 British pound = 1.27621 U.S. dollars). Mr. Ybarra’s entire annual incentive award is deferred,
consistent with Citi’s overall approach to compliance with U.K. and E.U. regulatory guidance.
2019 Grants of Plan-Based Awards

The table below provides information regarding awards granted by the Compensation Committee to the named
executive officers in 2019.
Estimated Future Payouts Under Estimated Future Payouts Under Grant Date
Non-Equity Incentive Plan Awards Equity Incentive Plan Awards Fair Value of
Threshold Target Maximum Threshold Target Maximum Stock Awards(1)
Name Grant Date ($) ($) ($) (#) (#) (#) ($)
Michael Corbat 2/14/2019 — — — 0 126,145(2) 126,145 $7,875,000
2/14/2019 — — — 0 126,145(3) 189,217 $9,362,115
Mark Mason 2/14/2019 — — — 0 26,550(2) 26,550 $1,657,500
2/14/2019 $0 $1,811,697(4) $ 1,811,697 — — — —
Jane Fraser 2/14/2019 — — — 0 42,048(2) 42,048 $2,625,000
2/14/2019 — — — 0 42,048(3) 63,072 $3,120,705
11/25/2019 — — — 0 84,027(5) 84,027 $6,250,000
11/25/2019 $0 $6,250,000(5) $ 6,250,000 — — — —
Paco Ybarra 2/14/2019 — — — 0 79,729(2) 79,729 $4,581,107
2/14/2019 $0 $4,417,897(4)(6) $ 4,417,897 — — — —

Estimated Future Payouts Under Estimated Future Payouts Under Grant Date
Non-Equity Incentive Plan Awards Equity Incentive Plan Awards Fair Value of
Threshold Target Maximum Threshold Target Maximum Stock Awards(1)
Name Grant Date ($) ($) ($) (#) (#) (#) ($)
Bradford Hu 2/14/2019 — — — 0 36,041(2) 36,041 $2,250,000
2/14/2019 — — — 0 36,041(3) 54,061 $2,674,890
John Gerspach 2/14/2019 — — — 0 55,263(2) 55,263 $3,450,000
2/14/2019 — — — 0 55,263(3) 82,894 $4,101,498
James Forese 2/14/2019 — — — 0 93,707(2) 93,707 $5,850,000
2/14/2019 — — — 0 93,707(3) 140,560 $6,954,714
Stephen Bird 2/14/2019 — — — 0 52,860(2) 52,860 $3,300,000
2/14/2019 — — — 0 52,860(3) 79,290 $3,923,172
11/8/2019 $0 $7,515,320(7) $ 7,515,320 — — — —
(1) The assumptions used in determining grant date fair value are the same as those set forth in footnote 3 to the 2019 Summary
Compensation Table. These amounts do not necessarily represent the actual value that may be realized by the named
executive officer. The amounts reported in the 2019 Grants of Plan-Based Awards Table for the Performance Share Units are
the values at the grant date under applicable accounting principles, which take into account the probable outcome of the
performance conditions. Consequently, these values differ from the nominal amount of the awards made by the Compensation
Committee, which is divided by the Citi common stock price as determined on the grant date to yield a target number of
Performance Share Units.
(2) These Deferred Stock Awards were granted under the 2014 Stock Incentive Plan for performance in 2018. More detailed
information about the terms of these awards appears on page 95.
(3) These awards are Performance Share Units for performance in 2018. More detailed information about the terms of these
awards appears on page 94, except that the performance metrics for these awards are as follows:
Percent of Target Cumulative EPS, Percent of Target

RoTCE for 2021 PSUs Earned 2019-2021 PSUs Earned
Less than 10% 0% Less than $22.50 0%
10% 50% $22.50 50%
14% 100% $26.25 100%
16% or more 150% $29.00 or more 150%
(4) These Deferred Cash Awards were granted under the Deferred Cash Award Plan for performance in 2018 to executives who
were ineligible for Performance Share Units because they did not report directly to the CEO at the time of grant. More detailed
information about the terms of these awards appears on page 96. The target and maximum award amounts include notional
interest at the annual rate of 3.59%, where permitted by applicable law or regulatory guidance.
(5) The Compensation Committee granted a one-time deferred incentive award to Ms. Fraser on November 25, 2019, as described
in more detail on pages 84-85. Half the award was granted as a Deferred Stock Award under the 2019 Stock Incentive Plan
and half as a Deferred Cash Award under the Deferred Cash Award Plan, in each case vesting in four equal annual installments
beginning on November 20, 2020. The terms of the awards are the same as the Deferred Stock Awards and Deferred Cash
Awards granted as annual incentives and described on pages 95-96, except that a) the unvested portion of the one-time
deferred incentive award is forfeited if Ms. Fraser is not employed by Citi on the applicable vesting date for any reason, and
b) the Deferred Cash Award included in the one-time award does not bear notional interest.
(6) Mr. Ybarra’s Deferred Cash Award is denominated in British pounds because it was awarded while Mr. Ybarra was employed
in London. The amounts presented above for Mr. Ybarra are shown as converted from British pounds to U.S. dollars at the
December 31, 2019, conversion rate used to prepare Citi’s financial statements (1 British pound = 1.32475 U.S. dollars).
(7) The Compensation Committee granted Mr. Bird’s entire incentive compensation award for performance in 2019 as a Deferred
Cash Award, consistent with Citi’s practice of not awarding equity to individuals who are not Citi employees on the February 13,
2020, equity grant date. This Deferred Cash Award was granted under the Deferred Cash Award Plan and its terms are
described on page 96. The amount shown in the table includes notional interest at the annual rate of 2.23%.
www.citigroup.com
Outstanding Equity Awards at 2019 Fiscal Year End

The market values below were computed using the closing price of Citi common stock on December 31, 2019, which
was $79.89. None of the named executive officers held any stock options on December 31, 2019.
Stock Awards
Equity Incentive
Number Plan Awards: Equity Incentive
of Shares Number of Plan Awards: Market
or Units of Market Value of Unearned Shares, or Payout Value of
Stock That Shares or Units of Units or Other Unearned Shares,
Have Not Stock That Have Rights That Have Units or Other Rights
Grant Vested Not Vested Not Vested That Have Not Vested
Name Date (#) ($) (#) ($)
Michael Corbat 2/16/2016 30,364(1) $2,425,780 — —
2/16/2017 — — 41,642(2) $3,326,779
2/16/2017 101,649(3) $8,120,739 — —
2/15/2018 — — 75,816(4) $6,056,940
2/15/2018 — — 101,088(5) $8,075,920
2/14/2019 — — 126,145(6) $10,077,724
2/14/2019 — — 126,145(7) $10,077,724
Mark Mason 2/16/2016 8,392 (1)
$670,437 — —
2/16/2017 — — 10,570(2) $844,437
2/15/2018 — — 15,415(4) $1,231,504
2/14/2019 — — 26,550(6) $2,121,080
Jane Fraser 2/16/2016 14,201(1) $1,134,518 — —
2/16/2017 — — 18,866(2) $1,507,205
2/16/2017 46,053(3) $3,679,174 — —
2/15/2018 — — 24,180(4) $1,931,740
2/15/2018 — — 32,240(5) $2,575,654
2/14/2019 — — 42,048(6) $3,359,215
2/14/2019 — — 42,048(7) $3,359,215
11/25/2019 — — 84,027(8) $6,712,917
Paco Ybarra 2/16/2017 — — 44,500(9) $3,555,105
2/15/2018 — — 58,186(10) $4,648,480
2/14/2019 — — 79,729(11) $6,369,549
Bradford Hu 2/16/2016 8,139(1) $650,225 — —
2/16/2017 — — 14,086(2) $1,125,331
2/16/2017 34,384(3) $2,746,938 — —
2/15/2018 — — 19,656(4) $1,570,318
2/15/2018 — — 26,209(5) $2,093,837
2/14/2019 — — 36,041(6) $2,879,315
2/14/2019 — — 36,041(7) $2,879,315
John Gerspach 2/16/2016 17,206(1) $1,374,587 — —
2/16/2017 — — 21,671(2) $1,731,296
2/16/2017 52,899(3) $4,226,101 — —
2/15/2018 — — 31,736(4) $2,535,389
2/15/2018 — — 42,315(5) $3,380,545
2/14/2019 — — 55,263(6) $4,414,961
2/14/2019 — — 55,263(7) $4,414,961
James Forese 2/16/2016 31,383(1) $2,507,188 — —
2/16/2017 — — 37,733(2) $3,014,489
2/16/2017 92,106(3) $7,358,348 — —
2/15/2018 — — 58,940(4) $4,708,717
2/15/2018 — — 78,586(5) $6,278,236
2/14/2019 — — 93,707(6) $7,486,252
2/14/2019 — — 93,707(7) $7,486,252

Stock Awards
Equity Incentive
Number Plan Awards: Equity Incentive
of Shares Number of Plan Awards: Market
or Units of Market Value of Unearned Shares, or Payout Value of
Stock That Shares or Units of Units or Other Unearned Shares,
Have Not Stock That Have Rights That Have Units or Other Rights
Grant Vested Not Vested Not Vested That Have Not Vested
Name Date (#) ($) (#) ($)
Stephen Bird 2/16/2016 16,193(1) $1,293,659 — —
2/16/2017 — — 21,672(2) $1,731,376
2/16/2017 52,901(3) $4,226,261 — —
2/15/2018 — — 30,225(4) $2,414,675
2/15/2018 — — 40,300(5) $3,219,567
2/14/2019 — — 52,860(6) $4,222,985
2/14/2019 — — 52,860(7) $4,222,985
(1) This Deferred Stock Award granted on February 16, 2016, vested in four equal annual installments beginning on January 20,
2017, subject to a performance-based vesting condition described on page 95.
(2) This Deferred Stock Award granted on February 16, 2017, vests in four equal annual installments beginning on January 20,
(3) This Performance Share Unit award granted on February 16, 2017, vested in three equal annual installments beginning on
January 20, 2018, subject to performance conditions based on return on tangible common equity and cumulative earnings
per share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance
period. Based on attainment of the performance metric of the award, 122.1% of the target number of units was delivered to
each executive. The performance period for the award ended on December 31, 2019. The table presents the award values
at December 31, 2019; the values of the awards on the 2020 delivery date are different and were determined using an
average Citi common stock price as of the final vesting date (January 20, 2020), such that the realized values of the awards
(including accrued dividend equivalents) were as follows: Mr. Corbat, $8,616,426; Ms. Fraser, $3,903,769; Mr. Hu, $2,914,639;
Mr. Gerspach, $4,484,059; Mr. Forese, $7,807,537; and Mr. Bird, $4,484,258.
(5) This Performance Share Unit award granted on February 15, 2018, vests in three equal annual installments beginning on
January 20, 2019, subject to performance conditions based on return on tangible common equity and cumulative earnings per
share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance period.
The table includes the entire value of Performance Share Units assuming that 100% of target for both performance metrics
is achieved and the Citi common stock price at December 31, 2019, remains unchanged through the end of the performance
period in 2020.
(7) This Performance Share Unit award granted on February 14, 2019, vests in three equal annual installments beginning on
January 20, 2020, subject to performance conditions based on return on tangible common equity and cumulative earnings
per share. The value of earned Performance Share Units is delivered in full after the end of the three-year performance
period. The table includes the entire value of Performance Share Units assuming that 100% of target for both performance
metrics is achieved and the Citi common stock price at December 31, 2019, remains unchanged through the end of the
performance period in 2021.
(8) This Deferred Stock Award granted on November 25, 2019, vests in four equal annual installments beginning on November 20,
(9) This Deferred Stock Award granted on February 16, 2017, vests in five equal annual installments beginning on February 20,
2018, subject to a performance-based vesting condition described on page 95 and a six-month holdback period after each
vesting date.
www.citigroup.com
vesting date.
vesting date.
Option Exercises and Stock Vested in 2019

Option Awards Stock Awards
Number of Number of Value
Shares Acquired Value Realized Shares Acquired Realized
on Exercise on Exercise on Vesting on Vesting(1)
Name (#) ($) (#) ($)
Michael Corbat — — 194,371 $11,493,938
Mark Mason — — 25,025 $1,579,597
Jane Fraser — — 87,965 $5,190,038
Paco Ybarra — — 63,976 $4,118,803
Bradford Hu — — 52,551 $3,109,409
John Gerspach — — 106,155 $6,261,499
James Forese — — 193,456 $11,410,162
Stephen Bird — — 102,054 $6,028,494
(1) The values in the Stock Awards column reflect Deferred Stock Awards and Performance Share Units that were delivered to the
named executive officers in 2019.
2019 Pension Benefits

Present Value Payments
Number of Years of Accumulated During Last
Credited Service Benefit(1) Fiscal Year
Name Plan Name (#) ($) ($)
Michael Corbat The Citigroup Pension Plan 24.4 $127,723 $0
Mark Mason The Citigroup Pension Plan 6.0 $46,367 $0
Jane Fraser — — — —
Paco Ybarra The Retirement Plan for Specified Non-United
States International Staff of Citibank, N.A.
and Participating Companies (International
Staff Plan) 13.8 $409,475 $0
Bradford Hu — — — —
John Gerspach(2) The Citigroup Pension Plan 17.7 $0 $551,681
Supplemental ERISA Compensation Plan of
Citibank, N.A. and Affiliates (Pay Cap Plan) 11.7 $0 $364,540
James Forese The Citigroup Pension Plan 24.5 $116,008 $0
Stephen Bird — — — —
(1) The mortality table, plan discount rate, interest crediting rate, and payment form assumptions used in determining the
present value of The Citigroup Pension Plan, International Staff Plan, and Pay Cap Plan benefits are the same as the year-end
2019 assumptions used to prepare Note 8 to the Consolidated Financial Statements of Citigroup Inc. and its subsidiaries, as
filed with the SEC on Form 10-K for 2019. Benefits in the 2019 Pension Benefits Table have been calculated using a normal
retirement age of 65, as defined in the plans.
(2) Mr. Gerspach has more years of credited service under The Citigroup Pension Plan than under the Pay Cap Plan because
benefit accruals under the Pay Cap Plan ceased before benefit accruals under The Citigroup Pension Plan ceased.

Citi’s policy is that executives should accrue retirement benefits on the same basis generally available to Citi
employees under Citi’s broad-based, tax-qualified retirement plans. Citi has not granted extra years of credited
service under any retirement plan to any of the named executive officers. Ms. Fraser, Mr. Hu, and Mr. Bird have
never been eligible to participate in a defined benefit pension plan under the terms of Citi’s broad-based retirement
programs in effect in their employment countries; they have participated only in defined contribution retirement
plans since the commencement of their employment at Citi.
The following describes the pension plans listed in the 2019 Pension Benefits Table.
The Citigroup Pension Plan. The purpose of this broad-based, tax-qualified retirement plan is to provide retirement
income on a tax-deferred basis to all eligible U.S. employees. Effective December 31, 2006, The Citigroup Pension
Plan was closed to new members and generally ceased benefit accruals effective December 31, 2007. Mr. Corbat,
Mr. Mason, Mr. Gerspach, and Mr. Forese are eligible for benefits under this plan, and in 2019, Mr. Gerspach
elected a single sum distribution of his entire accrued benefit under this plan. Mr. Corbat’s, Mr. Mason’s, and
Mr. Forese’s entire benefits are cash balance benefits, and Mr. Gerspach accrued a cash balance benefit from 2000
through 2007.
The Citigroup Pension Plan cash balance benefit is expressed as a hypothetical account balance. Prior to January 1,
2008, the plan generally provided for the annual accrual of benefit credits for most of the covered population,
including the covered named executive officers, at a rate between 1.5% and 6% of eligible compensation; the
benefit credit rate increased with age and service. Eligible compensation generally included base salary and
incentive awards, but excluded compensation payable after termination of employment, certain non-recurring
payments, and other benefits. Annual eligible compensation was limited by the Internal Revenue Code to $225,000
for 2007 (the final year of cash balance benefit accrual). Interest credits continue to be applied annually to each
participant’s account balance; these credits are based on the yield on 30-year Treasury bonds (as published by the
Internal Revenue Service).
Prior to 2000, Mr. Gerspach accrued a benefit under the Citibank Retirement Plan formula, which is a component
of The Citigroup Pension Plan. That formula generally provided for an annual benefit of 2% of annual average
compensation per year of service for up to 30 years of credited service plus 0.75% of average annual compensation
for up to an additional five years of credited service, reduced by an offset based on an estimated Social Security
benefit. Annual compensation included base salary and excluded bonus and incentive pay, and average annual
compensation was the average of the five highest years of annual compensation out of the final 10 annual
computation periods. Annual compensation was also subject to limits imposed by the Internal Revenue Code.
Benefits under The Citigroup Pension Plan are payable in annuity form or in other optional forms, including a lump
sum, upon termination of employment. The Citigroup Pension Plan’s normal retirement age is 65. The portion of
an eligible participant’s benefit determined under the Citibank Retirement Plan formula may be paid upon early
retirement, which is defined for this purpose as the first day of the month after the later of the participant’s
55th birthday or the date on which the participant completes a year of service (as defined in the plan). Mr. Gerspach
attained eligibility for early retirement, and there was no reduction in his benefits attributable to early retirement
under the terms of the plan because he attained age 60 while employed.
The Retirement Plan for Specified Non-United States International Staff of Citibank, N.A. and Participating
Companies (International Staff Plan). The International Staff Plan is an unfunded, nonqualified deferred
compensation plan that was offered to a select group of management or highly compensated employees. The
International Staff Plan provided a retirement benefit to internationally mobile staff participating in the Citi
Expatriate Program who, due to their mobile status, were ineligible for any other Citi defined benefit retirement
plan. Benefits mirrored the Citibank Retirement Plan and, after 1999, The Citigroup Pension Plan. The International
Staff Plan closed to new members and generally ceased benefit accruals effective December 31, 2007, like The
Citigroup Pension Plan.
Mr. Ybarra accrued benefits under the International Staff Plan from 1994 through 2007. From 1994 through
1999, Mr. Ybarra accrued an International Staff Plan benefit determined using the Citibank Retirement Plan
formula described above, and from 2000 through 2007, Mr. Ybarra accrued an International Staff Plan benefit
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determined using The Citigroup Pension Plan cash balance benefit formula previously described. Limits on eligible
compensation and benefits imposed by the Internal Revenue Code on tax-qualified retirement plans generally did
not apply to International Staff Plan benefit accruals because the International Staff Plan is nonqualified; however,
the International Staff Plan was amended over time to include certain limits. Effective January 1, 2000, eligible
compensation under the International Staff Plan was limited to $500,000, and effective January 1, 2002, the limit
on eligible compensation imposed by the Internal Revenue Code applied to International Staff Plan benefit accruals.
Mr. Ybarra is eligible for early retirement under the Citibank Retirement Plan formula, meaning that he is eligible
for a benefit, actuarially reduced for early commencement, under the International Staff Plan commencing upon
his termination of employment. He is eligible for an unreduced benefit commencing immediately if he terminates
employment after attaining age 60, or, if he terminates employment before age 60, he is eligible for an unreduced
benefit commencing at age 65. The International Staff Plan offered lump sum and life annuity distribution options
to participants.
Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates (Pay Cap Plan). The Pay Cap Plan
is an unfunded, nonqualified deferred compensation plan offered to a select group of management or highly
compensated employees. The Pay Cap Plan provided benefits not otherwise provided under The Citigroup Pension
Plan because of limits imposed by the Internal Revenue Code on eligible pay and benefits. To the extent that
a participant’s benefit was determined under the cash balance formula in The Citigroup Pension Plan, eligible
compensation under the Pay Cap Plan was limited to $500,000 beginning January 1, 2000. Future benefit accruals
under the Pay Cap Plan ceased effective January 1, 2002, for most participants in the plan, including Mr. Gerspach.
In 2019, Mr. Gerspach elected a single sum distribution of his entire accrued benefit under this plan.
2019 Nonqualified Deferred Compensation

Executive Registrant Aggregate Aggregate
Contributions Contributions Earnings in Aggregate Balance at
in Last Fiscal in Last Fiscal Last Fiscal Withdrawals/ Last Fiscal
Year Year Year(1) Distributions Year End(2)
Name and Plan ($) ($) ($) ($) ($)
Michael Corbat — — — — —
Mark Mason — — — — —
Jane Fraser — — — — —
Paco Ybarra — — — — —
Bradford Hu — — — — —
John Gerspach
Citicorp Deferred Compensation Plan $0 $0 $537,500 $0 $2,356,539
James Forese — — — — —
Stephen Bird — — — — —
(1) The amount reported as “Aggregate Earnings in Last Fiscal Year” was not required to be reported in the 2019 Summary
Compensation Table.
(2) The amount in the “Aggregate Balance at Last Fiscal Year End” column was not required to be reported in any prior year
Summary Compensation Table.
The following is additional information on the plan shown in the 2019 Nonqualified Deferred Compensation Table.
Citicorp Deferred Compensation Plan. Mr. Gerspach participates in the Citicorp Deferred Compensation Plan,
which was closed in 2001 and provided for mandatory and voluntary deferrals of compensation from 1996 through
2000 for employees of Citicorp. All mandatory deferrals under the Citicorp Deferred Compensation Plan have been
distributed to participants, but voluntary deferrals are notionally invested at the participant’s election in one of six
pre-determined investment alternatives. Participants may change investment elections up to four times per year.
All amounts deferred under the Citicorp Deferred Compensation Plan are fully vested and are distributed in a lump
sum or installments at the participant’s election upon termination at or after the attainment of age 55. Mr. Gerspach
elected installments that commenced in 2020.

Payments upon Termination or Change of Control

General Policies. Citi does not provide guaranteed executive severance or change of control agreements.
Potential Payments Table. Set forth below is a table showing the estimated value of outstanding awards that
would have been delivered over time to each named executive officer employed by Citi on December 31, 2019, had
the applicable employment termination or other event occurred on December 31, 2019 and assuming that all award
vesting and performance conditions are satisfied. Unless the awards are forfeited, the awards shown in the Potential
Payments Table vest on schedule following termination of employment and do not accelerate by their terms except
in the case of death. The closing price of Citi’s common stock on December 31, 2019 ($79.89) was used in developing
the estimates shown in the Potential Payments Table.
Involuntary
Change of Termination Voluntary
Control of Termination for not for Gross Resignation or Death or
Citigroup Gross Misconduct Misconduct Retirement Disability
Name ($) ($) ($) ($) ($)
Michael Corbat
Deferred Stock Awards $0 $0 $21,887,223 $21,887,223 $21,887,223
Performance Share Units(1) $0 $0 $26,274,383 $26,274,383 $26,274,383
Deferred Cash Awards $0 $0 $0 $0 $0
Mark Mason
Performance Share Units $0 $0 $0 $0 $0
Deferred Cash Awards $0 $0 $3,942,074 $3,942,074 $3,942,074
Jane Fraser
Deferred Stock Awards(2) $0 $0 $7,932,678 $7,932,678 $7,932,678
Deferred Cash Awards(2) $0 $0 $0 $0 $0
Paco Ybarra
Performance Share Units $0 $0 $0 $0 $0
Deferred Cash Awards(3) $0 $0 $11,073,637 $11,073,637 $11,073,637
Bradford Hu
Deferred Cash Awards $0 $0 $0 $0 $0
(1) The Potential Payments Table includes (a) the value of the Performance Share Units granted in February 2017 assuming that
the Citi common stock price at December 31, 2019, remained unchanged through the final vesting date; and (b) the value of
the Performance Share Units granted in February 2018 and February 2019 assuming that Performance Share Units are earned
at 100% of target levels and that the Citi common stock price at December 31, 2019, remains unchanged through the final
vesting date.
(2) Ms. Fraser will forfeit the unvested portion of the one-time deferred incentive award if she terminates employment prior to the
applicable vesting dates with Citi for any reason, including death or disability. Therefore, the value of the one-time deferred
incentive award is not included in the amounts shown in this table.
(3) Mr. Ybarra’s Deferred Cash Awards are denominated in British pounds because they were awarded for years in which he was
employed in London. The amounts presented above for Mr. Ybarra are shown as converted from British pounds to U.S. dollars
at the December 31, 2019, conversion rate used to prepare Citi’s financial statements (1 British pound = 1.32475 U.S. dollars).
www.citigroup.com
Former Executives. Mr. Gerspach and Mr. Forese did not enter into agreements with Citi when they retired from
Citi employment and are not entitled to any severance payments or severance benefits under any agreement, plan,
or policy. In addition to the benefits shown in the 2019 Pension Benefits Table and the 2019 Nonqualified Deferred
Compensation Table, Mr. Gerspach and Mr. Forese are entitled to the outstanding Performance Share Units and
Deferred Stock Awards shown in the Outstanding Equity Awards at 2019 Fiscal Year End Table and are not entitled
to any other compensation from Citi. Those previously awarded Performance Share Units and Deferred Stock
Awards will vest on schedule, subject to the terms and conditions of the awards, including forfeiture if the executive
is employed by a “significant competitor.” Based on the assumptions set forth in footnote 1 to the Potential
Payments Table, the value at December 31, 2019, of outstanding awards held by Mr. Gerspach is estimated to be
$22,077,840, and the value of outstanding awards held by Mr. Forese estimated on the same basis is $38,839,482.
Citi entered into an agreement with Mr. Bird on November 8, 2019, in connection with his separation from
employment. Mr. Bird is not entitled to any severance payments or severance benefits under that agreement or any
other agreement, plan, or policy. The agreement referenced 2019 total compensation of $12,350,000, including an
incentive award of $11,850,000, awarded by the Compensation Committee for 2019 performance for the reasons
described in detail on page 92. The incentive award was granted 40% in a cash bonus, and the remaining 60% was
granted as a Deferred Cash Award to be delivered in four equal annual installments beginning on January 20, 2021,
consistent with the general deferral structure applicable to Citi senior executives. The award is subject to Mr. Bird’s
compliance with restrictive covenants (including non-solicitation of Citi employees and clients for one year) set forth
in the agreement and his executing and not revoking an effective general release of claims in favor of Citi. Mr. Bird
will also continue to vest in the previously granted Performance Share Units and Deferred Stock Awards shown in
the Outstanding Equity Awards at 2019 Fiscal Year-End Table, as required under the terms of those awards and
subject to the terms and conditions of the awards. Based on the assumptions set forth in footnote 1 to the Potential
Payments Table, the value of those previously granted outstanding equity awards is estimated to be $21,331,508 at
December 31, 2019.
Deferred Stock Awards; Rule of 60. Deferred Stock Awards granted to the named executive officers under the
2019 Stock Incentive Plan and predecessor plans vest over a period of four or five years subject to performance
conditions. Deferred Stock Awards provide for accelerated vesting if a participant dies but provide for vesting on
schedule in all other circumstances in which vesting occurs after termination of employment. If a participant’s
combined years of age and service meet the Rule of 60 at the time he or she voluntarily resigns, the participant’s
Deferred Stock Awards will continue to vest on schedule over the vesting period, provided he or she does not work
for a “significant competitor” during the vesting period. A participant meets the Rule of 60 if his or her age plus full
years of service equals at least 60 and he or she either: (i) is at least age 50 with at least five full years of service;
or (ii) is under age 50 with at least 20 full years of service. Partial years of age and service are each rounded down
to the nearest whole number. In contrast, if a participant does not meet the Rule of 60 and voluntarily resigns, any
unvested Deferred Stock Awards are forfeited, unless the participant becomes employed in an “alternative career.”
Under the “alternative career” provisions of Citi’s Deferred Stock Awards, employees may continue to vest in
their deferred awards if they resign from Citi to work full-time in government or at a charitable organization or to
teach full-time at an educational institution. All of the named executive officers had attained the Rule of 60 before
December 31, 2019, so none of them are eligible for the “alternative career” provisions, and each of them would be
eligible for continued vesting following resignation without regard to whether they pursued an “alternative career.”
Performance Share Units. Performance Share Units have the same vesting provisions covering termination of
employment as those applicable to Citi’s Deferred Stock Awards, including the Rule of 60. Any named executive
officer who meets the Rule of 60 will receive his or her earned Performance Share Units unless: (i) he or she
voluntarily resigns during the performance period and performs services for a competitor, or (ii) he or she is
terminated for gross misconduct (in which case the undelivered award is cancelled). If a named executive officer

who meets the Rule of 60 resigns and competes, at the end of the performance period, he or she will forfeit a
prorated Performance Share Unit award, based on his or her service during the performance period. For example,
if such a named executive officer resigns after the first year of the performance period to work for a competitor, he
or she will receive one-third of the earned Performance Share Units after the end of the three-year performance
period and the other two-thirds will be forfeited.
Deferred Cash Awards. Deferred Cash Awards have the same vesting provisions covering termination of
employment as those applicable to Citi’s Deferred Stock Awards, including the Rule of 60.
“Double Trigger” Change of Control Requirement. Citi’s 2019 Stock Incentive Plan and its predecessor, the
2014 Stock Incentive Plan, have a “double trigger” requirement, which provides that an involuntary termination of
employment not for gross misconduct must occur as a result of a “change of control” of Citi before any vesting of
equity awards may occur in connection with the change of control. In addition, the Compensation Committee has
a policy that equity awards granted to executive officers will not be accelerated solely by reason of a change of
control of Citigroup Inc. The intent of the policy is for such a change of control to have no impact on the applicable
awards. The same change of control provisions apply to Citi’s Performance Share Units and Deferred Cash Awards.
Under the 2019 Stock Incentive Plan, a “change of control” means: (i) a person acquiring direct or indirect beneficial
ownership of Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding
securities of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors
whose election or nomination was approved by a majority of the then incumbent Board); (iii) a sale, transfer, or
distribution of all or substantially all of the assets of Citigroup Inc. or a dissolution or liquidation of Citigroup Inc.;
or (iv) consummation of a reorganization, merger, consolidation, or other corporate transaction that results in
stockholders of Citigroup Inc. not owning more than 50% of the combined voting power of Citigroup Inc. or other
corporation resulting from the transaction. The 2014 Stock Incentive Plan had the same provision.
Management Analysis of Potential Adverse Effects of

Compensation Plans
Citi has adopted multiple coordinated strategies to manage the risk of material adverse effects to the franchise
through the design and administration of its incentive compensation programs, including those applicable to the
named executive officers. Those strategies, including regular analyses and reviews by Citi’s Chief Risk Officer, are
detailed on pages 97-98 of this Proxy Statement. On the basis of the foregoing analysis, management has concluded
that Citi’s compensation plans are not reasonably likely to have a material adverse effect on Citi.
www.citigroup.com
CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing
the following information about the relationship of the annual total compensation of our employees to the annual
total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a
manner consistent with Item 402(u) of Regulation S-K.
• For 2019, the median annual total compensation of all employees of our company (other than the CEO) was
$52,988, and the annual total compensation of our CEO was $25,521,414.(1)
• Based on this information, for 2019, the ratio of the annual total compensation of our CEO to the median annual
total compensation of all employees was estimated to be 482 to 1.
(1) This number is the sum of the 2019 total compensation reported in the 2019 Summary Compensation Table and the value of
employer contributions to broad-based employee benefit plans not already included in the Summary Compensation Table.
CEO Pay Ratio Supplemental Information

Citi aims to provide competitive pay and benefits for each employee’s role in every business and geography. Market
levels of pay are therefore important factors in determining pay for every role at Citi, including senior executive
roles. In addition, Citi’s business mix and global footprint drive the median pay level at Citi. Over 66% of our
workforce is employed outside the U.S., and 49% of our workforce is employed in Global Consumer Banking.
HEADCOUNT AT DECEMBER 31, 2019

By Business or Function By Region
10% 12%
Enterprise Europe,
Infrastructure Middle East,
Operations & and Africa
Technology
12% 22%
Global Latin America
34%
North
Functions(1) (including America
49% Mexico) (U.S. and
Global Canada)
Consumer
Banking
29% 32%
Institutional Asia Pacific
Clients Group
(1) Includes Finance, Human Resources, Independent Compliance Risk Management, Legal, Risk Management, and headcount
attributable to legacy assets and operations. Additional Compliance and Risk Management staff are included in business
headcounts.
How We Calculated the Ratio

• The “median annual total compensation of all employees” is the annual total compensation of a single employee
who is at the midpoint of employees ranked in order of compensation amounts. When determining our
midpoint, we considered compensation of 204,147 Citi employees (other than the CEO) who were employed by
Citi on December 31, 2018, in about 100 countries. We did not exclude any countries and we did not make any
adjustments for the cost of living. We used the data used to determine the 2018 ratio in the calculation of the
2019 ratio because management believes that there has been no change in the employee population or employee
compensation arrangements that would significantly impact Citi’s CEO pay ratio disclosure.

• SEC regulations allow employers to identify the midpoint based on a “consistently applied compensation
measure” (CACM). We used 2018 base pay and cash payments under our incentive compensation plans as our
CACM to determine the midpoint of our employee population. We chose this CACM because these two pay
elements were consistently available across all countries in which we have employees.
¾¾ Where full year information from our formulaic incentive compensation plans was not available, we estimated
such amounts using third quarter payments as a proxy for fourth quarter payments, consistent with the design
of the plans and our experience with the data. The incentive compensation plans for Citi employees with
compensation in the range of our midpoint generally have quarterly payment schedules.
¾¾ Compensation paid in foreign currency was converted to U.S. dollars using a monthly average.
¾¾ We did not consider discretionary cash incentives, equity awards, or deferred cash awards as part of the
analysis because all employees eligible for discretionary incentives, equity awards, or deferred cash awards
are paid well above our midpoint, and therefore, including or excluding such compensation would not affect
our midpoint.
• We then calculated the 2019 “annual total compensation” for a group of representative employees with
compensation at or very near our 2018 midpoint (our “midpoint group”). We used the 2019 annual total
compensation of the employee with 2019 annual total compensation at approximately the median of our
midpoint group to determine our CEO pay ratio.
¾¾ In determining the “annual total compensation” for each employee in our midpoint group, we followed the
methodology required under SEC regulations for calculating the total compensation of our named executive
officers as reported in the Summary Compensation Table, and, as permitted under the SEC regulations,
added the value of employer contributions to broad-based employee benefit plans not already included in the
Summary Compensation Table.
• The SEC rules for identifying the median-paid employee and calculating the CEO pay ratio allow companies to
apply various methodologies and assumptions and, as a result, the CEO pay ratio reported by Citi may not be
comparable to the CEO pay ratio reported by other companies.
www.citigroup.com
114
Proposal 4: Approval of Additional

Authorized Shares under the Citigroup
2019 Stock Incentive Plan
On the recommendation of the Compensation Committee, the Board has unanimously approved an amendment to
the Citigroup 2019 Stock Incentive Plan (the 2019 Plan). The amendment would increase the authorized number of
shares available for grant by 15 million. The discussion and description of the 2019 Plan, as amended, that follows is
qualified in its entirety by the text of the 2019 Plan that is included as Annex B.
The Board recommends that you vote FOR approval of the
amendment to the Citigroup 2019 Stock Incentive Plan increasing the
number of authorized shares, as described in Proposal 4.
Executive Summary
• 15 million shares requested.
• No other changes are being proposed for the 2019 Plan.
• Key facts:
¾¾ 29.72 million shares reserved for issuance and available for grant under the 2019 Plan as of
December 31, 2019,
¾¾ 30.59 million shares subject to outstanding awards under the 2019 Plan and its predecessor plans as of
December 31, 2019, and
¾¾ 2,098.2 million total shares of Citi common stock outstanding as of the record date.
• We have strong equity award practices, including limiting the percentage of deferred incentive pay awarded in
stock, stock ownership requirements for executive officers, and clawbacks.
¾¾ Important terms of the 2019 Plan are aligned with stockholder interests, including a minimum one-year
vesting requirement applicable to at least 95% of the shares granted under the plan, stringent change of
control provisions, an annual limit on the number of shares and stock options and SARs that may be granted to
employees, and prohibitions on option repricings, reload options, and discounted stock options. The 2019 Plan
has a fixed number of shares available for grant and limits on dividends and dividend equivalent payments.
Our Recent Share Requests

At the 2019 Annual Meeting, stockholders approved the 2019 Plan, including an initial share authorization of
30 million shares. The initial authorization was estimated to be approximately equal to the shares that would no
longer be available for grant upon the expiration of the 2014 Stock Incentive Plan (the 2014 Plan); no additional
shares were requested at our 2019 Annual Meeting. The initial share authorization under the 2019 Plan was intended
to support grant activity for at least one year. Our current share request is consistent with our approach on share
authorizations, which is to request increases as often as annually but only as needed to support grant activities for
at least one year.

Proposal 4: Approval of Additional Authorized Shares under the Citigroup 2019 Stock Incentive Plan 115
Our Equity Award Practices Are Aligned with Stockholder Interests

• Equity compensation aligns employee and stockholder interests. Citi’s equity awards are a key component of
annual incentive awards for thousands of employees worldwide, thereby aligning the interests of stockholders
and a broader group of Citi employees (not just senior executives). In 2020, approximately 7,560 employees in
64 countries received equity awards under the 2019 Plan as part of their annual incentive awards.
• Citi has prudent equity award practices.
¾¾ Our equity pay mix minimizes dilution from our executive compensation programs. Under our generally
applicable approach to annual executive compensation, 50% of the deferred portion of named executive
officer incentive compensation is payable in deferred stock awards with performance-based vesting features,
and 50% is payable in performance share units that are paid in cash with a value linked to the value of Citi
common stock. This practice links named executive officer deferred compensation to the value of Citi common
stock, yet will limit the use of shares under the 2019 Plan.
¾¾ All deferred equity awards have clawbacks. Citi’s equity awards are subject to one or more clawbacks that
provide for cancellation in a range of circumstances, as set forth on page 98.
¾¾ Stock ownership requirements. Executive officers are generally required to hold at least 75% of the net
after-tax shares acquired through Citi’s incentive compensation programs as long as they are executive
officers. In addition to that stock ownership commitment, effective January 1, 2013, executive officers are
required to retain at least 50% of the shares subject to the stock ownership commitment for one year after
ceasing to be an executive officer, as a result of leaving Citi employment or otherwise.
¾¾ Share buybacks have the incidental effect of offsetting dilution from equity compensation programs. In
2019, Citi continued the meaningful return of capital to stockholders through common stock repurchases and
dividends, following common stock repurchase programs in each of the prior five years.
• Equity compensation helps Citi to comply with its regulatory obligations. Regulatory guidance in the U.S.
and in other countries in which Citi does business provides that a substantial portion of variable compensation
awarded to senior executives and other employees whose actions have a material impact on the risk exposure of
Citi should be awarded in shares.
Overhang Table
“Overhang” refers to the potential stockholder dilution represented by outstanding employee equity awards and
shares available for future grants.
April 21, 2020

December 31, 2019(1) (estimated)(2)
Simple overhang(3) 2.85% 3.59%
Fully diluted overhang(4) 2.77% 3.46%
(1) The following data as of December 31, 2019, was used in the calculation of overhang percentages: outstanding equity awards
under the 2019 Plan and its predecessor plans (unvested stock awards of 30.42 million and unexercised stock options of
0.17 million, totaling 30.59 million shares); shares available for grant under the 2019 Plan (29.72 million); and common shares
outstanding (2,114.1 million).
(2) Our overhang estimates at April 21, 2020, are based on the assumptions that the number of shares subject to outstanding
awards on that date is the same as the number outstanding on December 31, 2019, and Proposal 4 is approved by stockholders
such that 44.72 million shares will be available for future grants under the 2019 Plan. For purpose of this estimate, we have
used the common shares outstanding as of the record date, which was 2,098.2 million.
(3) Simple overhang is the sum of outstanding equity awards and shares available for grant under the applicable plan stated as a
percentage of common shares outstanding.
(4) Fully diluted overhang is the sum of outstanding equity awards and shares available for grant under the plan or plans stated
as a percentage of fully diluted common shares (i.e., common shares outstanding plus outstanding equity awards and shares
available for grant under the applicable plan).
www.citigroup.com
116 Proposal 4: Approval of Additional Authorized Shares under the Citigroup 2019 Stock Incentive Plan
Run Rate Table

Our run rate is the number of shares subject to equity awards granted during a year stated as a percentage of
common shares outstanding for such year, based on annual grant data and the basic weighted average number of
common shares outstanding as reported in Citigroup’s Annual Report on Form 10-K for such year.
Three-year
2017 2018 2019 average
Run rates for 12-month periods ending December 31 0.52% 0.52% 0.66% 0.57%
The preceding Overhang Table and Run Rate Table demonstrate our prudent use of shares.
Our Plan Terms Are Aligned with Stockholder Interests

The following features of the 2019 Plan protect the interests of our stockholders:
• No “evergreen” feature. The 2019 Plan has a fixed number of shares available for grant that will not
automatically increase because of an “evergreen” feature.
• Minimum one-year vesting requirement. Our one-year minimum vesting requirement will generally apply to at
least 95% of the shares that may be granted pursuant to any type of award.
• A limit on total annual compensation for Directors. The maximum number of shares subject to awards to an
individual Director in a calendar year, taken together with any cash fees paid during the calendar year to the
Director for services as a member of the Board, may not exceed $1 million in value, except where the Board of
Directors approves a higher limit for a non-executive Board chair.
• Annual limits on shares and options or SARs that can be granted to individual employees. The 2019 Plan
limits the number of shares subject to stock options and SARs that may be granted in a calendar year to an
individual employee to one million shares. Separately, the 2019 Plan limits the number of shares subject to stock
awards that may be granted in a calendar year to an individual employee to one million shares.
• No discounted options or SARs. Option or SAR exercise prices must be at least 100% of fair market value on
the date an option or SAR is granted.
• No repricings or cash buyouts. The 2019 Plan prohibits any “repricing” of any outstanding option or SAR,
except with the approval of the stockholders of the Company. The 2019 Plan defines “repricing” to mean
(i) any action that constitutes a “repricing” under GAAP or the rules of the NYSE (including any modification
or amendment to an outstanding option or SAR that has the effect of reducing its exercise price); (ii) any
cancellation of an outstanding option or SAR when its exercise price exceeds its fair market value in exchange
for cash; (iii) any cancellation of an option or SAR in exchange for a new option or SAR with a lower exercise
price; or (iv) a substitution of a stock award for an option or SAR when its exercise price exceeds fair market
value; in each case other than a permitted equitable adjustment.
• No reload option grants. Reload options are additional options that are granted automatically upon the exercise
of previously granted options; options granted under the 2019 Plan may not include a reload feature.
• No liberal share “recycling.” If an award under the 2019 Plan, or, after April 16, 2019 (the effective date of the
2019 Plan), the 2014 Plan and the 2009 Stock Incentive Plan (the 2009 Plan), is forfeited, cancelled, or expires
or is settled without the issuance of shares, the shares subject to such award will be available for future grants
under the 2019 Plan. However, the 2019 Plan prohibits re-granting shares withheld or tendered to pay option
exercise prices, repurchased by the Company with option exercise proceeds, or withheld or tendered to satisfy
tax withholding obligations on any award. Also, shares of stock subject to SARs that are not issued on settlement
may not be re-granted.
• No dividend or dividend equivalent payments on unvested shares subject to a performance vesting
condition. The 2019 Plan permits payment of dividends or dividend equivalents on shares of restricted or
deferred stock subject to a performance vesting condition only if and when the underlying shares vest. The 2019
Plan also prohibits the payment of dividends and dividend equivalents on shares subject to outstanding options
and SARs.

• A “double trigger” change of control provision. The 2019 Plan requires that participants must experience an
involuntary termination of employment for an award to vest as a result of a change of control of Citigroup Inc. (a
“double trigger”). The Compensation Committee has also adopted a policy affirming that no deferred incentive
awards to executive officers will vest solely by reason of a change of control of Citigroup Inc.
• No excise tax gross-ups. The 2019 Plan does not provide for excise tax gross-ups in the event of a change of
control of Citigroup Inc., nor do any executive agreements.
• No liberal definition of change of control. Our definition of “change of control” of Citigroup Inc. requires the
consummation, and not merely the approval, of a reorganization, merger, consolidation, or other corporate
transaction that results in stockholders of Citigroup Inc. not owning more than 50% of the combined voting
power of Citigroup Inc. or other corporation resulting from such transaction. Additionally, the 2019 Plan defines
a “change of control” of Citigroup Inc. to mean (i) a person acquiring direct or indirect beneficial ownership of
Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding securities
of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors whose
election or nomination was approved by a majority of the then incumbent Board); or (iii) a sale, transfer, or
distribution of all or substantially all of the assets of Citigroup Inc., or a dissolution or liquidation of Citigroup Inc.
• Ability to adopt sub-plans that facilitate participation by employees located outside the United States.
Any special terms or conditions that the Compensation Committee considers necessary or appropriate to
accommodate differences in non-U.S. law, tax policy, or custom may be included in a sub-plan that forms a part
of the 2019 Plan.
Equity Compensation Plan Information

All of Citi’s outstanding equity awards have been granted under three stockholder-approved plans—the 2019 Plan
and two predecessor plans, the 2014 Plan and the 2009 Plan. There are no equity awards outstanding under plans
for which stockholder approval was not required or sought. The information below is as of December 31, 2019.
(b) (c)
(a) Weighted-average Number of securities remaining
Number of securities to exercise price available for future issuance
be issued upon exercise of outstanding under equity compensation
of outstanding options, options, warrants, plans (excluding securities
warrants, and rights and rights reflected in column (a))
Plan Category (in millions) ($) (in millions)
Equity compensation plans approved
by security holders 30.59(1) $47.42 29.72
Equity compensation plans not
approved by security holders 0 N/A 0
Total 30.59 $47.42 29.72
(1) Includes 30.42 million shares issuable upon the vesting of deferred stock awards. As such, these awards do not have an
exercise price; only the 0.17 million outstanding options are considered when determining the weighted-average exercise price
in column (b).
2019 Plan Benefits

Awards under the 2019 Plan are granted by the Compensation Committee in its sole discretion. Therefore, the
benefits or amounts that will be received by any particular employee or group of employees in the future is not
determinable at this time.
www.citigroup.com
Description of the Citigroup 2019 Stock Incentive Plan

This summary description of the 2019 Plan, as amended, is qualified in its entirety by reference to the 2019 Plan
document, which is included as Annex B to this Proxy Statement. If Proposal 4 is approved by stockholders at our
Annual Meeting, we intend to file a registration statement on Form S-8, pursuant to the Securities Act of 1933, as
amended, to register the additional shares authorized for grant under the 2019 Plan.
General. The 2019 Plan became effective on April 16, 2019 and will expire on the date of the annual meeting of
stockholders to be held in 2024. The 2019 Plan provides for various types of awards denominated in shares of Citi
common stock to Citi employees, officers, and non-employee Directors. The NYSE closing price of a share of Citi
common stock on February 26, 2020 was $68.18.
Administration. The 2019 Plan is administered by the Compensation Committee. All members of such Committee
or a sub-committee thereof must satisfy the requirements for independence of SEC Rule 16b-3. With respect to
participants who are outside Directors, the 2019 Plan is administered by the Board. The Compensation Committee
may delegate some or all of its authority over administration of the 2019 Plan to one or more officers, directors,
employees, or another plan administrator except with respect to persons who are Section 16(a) officers. In
addition, any special terms or conditions that the Compensation Committee considers necessary or appropriate to
accommodate differences in non-U.S. law, tax policy or custom may be included in a sub-plan that forms a part of
the 2019 Plan.
Eligibility. All “employees” of Citi—within the broad definition set forth in the instructions to the SEC Form S-8
registration statement, as in effect on April 16, 2019, but expressly excluding consultants and advisors who are
not members of the Board—generally are eligible to receive awards under the 2019 Plan. Based on worldwide
employment at December 31, 2019, approximately 200,000 persons could be eligible to participate in the 2019
Plan. However, participation is discretionary—awards are subject to approval by the Compensation Committee.
In general, employees with discretionary annual incentive awards of at least $100,000 are eligible to receive at
least 25% of that annual award in deferred stock. In 2019 through February 24, 2020, awards were made under
the 2019 Plan to 16 non-employee Directors, 15 executive officers, and approximately 7,560 employees worldwide.
Former “employees” are eligible to participate in the 2019 Plan, but only with respect to their last year of service or
substitute awards to replace awards granted by a prior employer acquired by the Company.
Shares subject to the 2019 Plan. Shares of Citi common stock issued in connection with awards under the 2019
Plan may be shares that are authorized but unissued, or previously issued shares that have been reacquired,
or both. The initial share authorization under the 2019 Plan was 30 million shares. Pursuant to the amendment
described in Proposal 4, the number of authorized shares would increase by 15 million.
“Recycling” provisions. If an award under the 2019 Plan, or, after April 16, 2019 (the effective date of the 2019
Plan), the 2014 Plan and the 2009 Plan, is forfeited, cancelled, or expires or is settled without the issuance of
shares, the shares subject to such award will be available for future grants under the 2019 Plan. However, shares
tendered by a participant or withheld by Citi to pay an option exercise price, withheld or tendered to satisfy tax
withholding obligations relating to any award, repurchased by Citi with option exercise proceeds, covered by a
stock-settled SAR (without regard to the number of shares actually issued upon exercise) or withheld to satisfy
any debt or other obligation owed to Citi, and cancelled fractional shares will be considered issued and shall not be
added to the maximum number of shares that may be issued under the 2019 Plan.

Limits on awards. The maximum number of shares subject to awards to an individual Director in a calendar year
(including awards made at the election of a Director in lieu of his or her cash retainer), taken together with any cash
fees paid during the calendar year to the Director, in respect of the Director’s service as a member of the Board
during such year (including service as a member or chair of any committees of the Board), may not exceed $1 million
in value, as determined as of the date of each award. However, the independent members of the Board may make
exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving any additional
compensation may not participate in the decision to award such compensation. For all other eligible “employees,”
the number of shares subject to stock options or SARs granted during a calendar year may not exceed one million
shares, and the number of shares that may be subject to stock awards granted in a calendar year may not exceed
one million shares, unless granted subject to substitute awards that replace awards of a former employer acquired
by the Company.
Types of awards. The following types of awards may be made under the 2019 Plan:
• Stock options. An award of a stock option under the 2019 Plan grants a participant the right to purchase a
specified number of shares of Citi common stock during a specified term in the future at an exercise price equal
to at least 100% of the “fair market value” (see below) of Citi common stock on the grant date. The term of a
stock option may not exceed 10 years from the date of grant.
• Stock appreciation rights (SARs). A SAR, upon exercise, entitles the participant to receive an amount equal to
the difference between the fair market value of Citi common stock on the exercise date and the exercise price
of the SAR (which may not be less than 100% of fair market value of a share of Citi common stock on the grant
date) times the number of shares subject to the SAR. Payment to a participant upon the exercise of a SAR may
be in cash and/or shares of Citi common stock. The term of a SAR may not exceed 10 years from the date of
the grant.
¾¾ Definition of “fair market value.” For purposes of setting the exercise price of any option or SAR granted
under the 2019 Plan, “fair market value” means the closing price on the NYSE (or on the principal national
securities exchange on which the common stock is traded or quoted, if not the NYSE) on the date on which
the stock option or SAR is granted. For all other purposes under the 2019 Plan, “fair market value” will be as
determined by the Compensation Committee.
• Stock payment. The Compensation Committee may grant vested shares of Citi common stock as a stock
payment.
• Restricted stock. A restricted stock award is an award of outstanding shares of Citi common stock that does not
vest until vesting conditions are satisfied and which will be forfeited if conditions to vesting are not met. Unless
the Compensation Committee determines otherwise, participants who receive awards of restricted stock are also
generally entitled to direct the voting of the unvested shares underlying their awards on matters submitted to a
vote of stockholders. All shares underlying outstanding (unvested) restricted stock awards as to which no voting
instructions are received are voted proportionately, based on the voting instructions received with respect to
all other restricted shares. Participants may receive dividends on the shares subject to their awards during
the vesting period, unless the awards are subject to one or more performance conditions, in which case the
dividends, if any, shall be paid only if and when, and only to the extent that, the underlying shares vest.
• Deferred stock. A deferred stock award is an unfunded, unsecured promise to deliver shares of Citi common
stock to the participant in the future, if the participant satisfies the conditions to vesting. Participants do not
have voting rights (their rights are no greater than a general unsecured creditor of the Company), but may
receive dividend equivalent payments during the vesting period, unless the awards are subject to one or more
performance conditions, in which case the dividend equivalents, if any, shall be paid to participants only if and
when, and only to the extent that, the underlying shares vest.
• Other stock-based awards. The Compensation Committee may grant any other award that is denominated in
shares of Citi common stock and that may be settled by the delivery of shares and/or cash. For the avoidance
of doubt, awards that by their terms shall be settled only in cash shall not be considered to have been granted
under the 2019 Plan.
• Performance-based awards. Subject to the terms of the 2019 Plan, the Compensation Committee may grant
awards that are subject to one or more performance conditions related to a performance period of not less than
one year.
www.citigroup.com
Minimum vesting requirement. Awards granted under the 2019 Plan may not vest earlier than the first anniversary
of the date on which the award is granted, except that the Compensation Committee may grant awards that vest
in less than a year (i) as a “substitute award” to replace awards of a former employer acquired by the Company,
(ii) awards to Directors that vest on the earlier of the one-year anniversary of the date of grant and the next
annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting,
and (iii) any additional awards the Compensation Committee may grant, up to a maximum of five percent (5%)
of the available share reserve authorized for issuance under the 2019 Plan. This restriction does not apply to the
Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in
cases of retirement, death, disability, leave of absence, termination of employment, change of control, or upon the
sale or other disposition of the subsidiary employing a participant or other similar event.
Performance conditions. In the case of an award subject to a performance condition, the applicable performance
condition may include one or more of the following performance conditions and be expressed in either, or a
combination of, absolute or relative values or a percentage of: revenue, revenue or product growth, net income
(pre- or after-tax), earnings, earnings per share, stockholders’ equity or return on stockholders’ equity, assets
or return on assets, return on risk-adjusted assets, capital or return on capital, return on risk capital, book
value or book value per share, economic value-added models or equivalent metrics, operating income, pre- or
after-tax income, expenses or reengineering savings, margins, cash flow or cash flow per share, stock price, total
shareholder return, market share, debt reduction, net promoter scores, operating efficiency ratios, expense ratios,
liquidity ratios, regulatory achievements, or any objective or subjective performance conditions selected by the
Compensation Committee.
Prohibition against repricing. The 2019 Plan prohibits any action under the 2019 Plan that would constitute
a ”repricing” of any outstanding option or SAR granted under the 2019 Plan, the 2014 Plan, the 2009 Plan or
any other plan of the Company or of any acquired company, except with the approval of the stockholders of the
Company. The 2019 Plan defines “repricing” to mean (i) any action that constitutes a “repricing” under GAAP or the
rules of the NYSE (including any modification or amendment to an outstanding option or SAR that has the effect
of reducing its exercise price); (ii) any cancellation of an outstanding option or SAR when its exercise price exceeds
its fair market value in exchange for cash; (iii) any cancellation of an option or SAR in exchange for a new option or
SAR with a lower exercise price; or (iv) a substitution of a stock award for an option or SAR when its exercise price
exceeds fair market value; in each case other than a permitted equitable adjustment.
Prohibition of reload options. The 2019 Plan does not permit the grant of “reload” options.
Repayment obligation; right of set-off. If the Compensation Committee subsequently determines that all
conditions to vesting and payment of an award, or the vesting and exercisability of an option or SAR, were not
satisfied in full, the Compensation Committee may cancel such vesting or exercise and refuse to issue shares and
immediately terminate the participant’s rights with respect to such award (or improperly vested portion thereof). If
the vesting or exercise of any such award (or portion thereof) has already been settled by delivery of shares or cash,
the participant shall be obligated, upon demand, to return the shares or cash (or higher value received at vesting or
exercise), to Citi, without reduction for any shares or cash withheld to satisfy withholding tax or other obligations.
Consistent with the requirements of Section 409A of the Internal Revenue Code, the 2019 Plan also provides for the
set-off of vested awards against obligations a participant may owe to Citi, including but not limited to the obligation
to repay improperly vested or exercised awards. Any failure to timely pay tax-related obligations owed to Citi in
connection with an award may result in its cancellation.
Non-transferability. During the vesting period, awards and sale-restricted shares generally are not transferable
other than by will or the laws of descent and distribution.
Adjustments. The 2019 Plan provides that the Compensation Committee shall make appropriate equitable
adjustments to the maximum number of shares available for grant under the 2019 Plan and to the annual individual
award limits expressed in numbers of shares in the event of any changes to the Company’s capital structure,
including a change in the number of shares outstanding on account of any stock dividend, stock split, reverse stock
split, spinoff or any similar equity restructuring, or any combination or exchange of equity securities, merger,

consolidation, recapitalization, reorganization, or similar transaction. In the event of any such transaction, or
any extraordinary dividend, divestiture, or other distribution (other than ordinary cash dividends) of assets to
stockholders, the Compensation Committee shall make appropriate equitable adjustments to the number or kind
of shares subject to outstanding awards, the exercise prices of outstanding options and SARs, and performance
conditions, to the extent necessary to prevent the enlargement or diminution of participants’ rights.
Change of control. The Compensation Committee may, when an award is made, or at any time prior to, at, or
after the time of a “change of control” (as defined below), provide for the adjustment of performance conditions
to reflect the change of control, provide for the cancellation of outstanding awards if the surviving entity or
acquiring entity (or the surviving or acquiring entity’s parent company) replaces the awards with new rights of
substantially equivalent value, provide for the acceleration of any time periods or the waiver of any other conditions
to vesting, exercise, payment, or distribution of an award upon an involuntary termination of a participant’s
employment as a result of a change of control, or provide for the purchase of any award. The vesting, payment,
purchase, or distribution of an award, however, may not be accelerated by reason of a change of control for any
participant unless the participant’s employment is involuntarily terminated as a result of the change of control.
For these purposes, a termination of employment as a result of a change of control means involuntary termination
of employment other than for “gross misconduct” (as defined in the 2019 Plan) upon, or on or prior to the first
anniversary of, the change of control.
The 2019 Plan defines a “change of control” to mean (i) a person acquiring direct or indirect beneficial ownership
of Citigroup Inc. securities representing 30% or more of the combined voting power of then outstanding securities
of Citigroup Inc.; (ii) specified changes in the majority of the Board (not including the election of Directors
whose election or nomination was approved by a majority of the then incumbent Board); (iii) a sale, transfer, or
distribution of all or substantially all of the assets of Citigroup Inc. or a dissolution or liquidation of Citigroup Inc.;
or (iv) consummation of a reorganization, merger, consolidation, or other corporate transaction that results in
stockholders of Citigroup Inc. not owning more than 50% of the combined voting power of Citigroup Inc. or other
corporation resulting from the transaction.
Tax withholding. Citi retains the right to deduct or withhold, or require the participant to remit to his or her
employer, an amount sufficient to satisfy federal, state, local, and foreign taxes (including hypothetical taxes owed
to Citi by tax-equalized expatriates) required by law or regulation to be withheld with respect to any taxable event as
a result of the 2019 Plan.
Amendment and termination. The 2019 Plan may be amended, suspended, or terminated by the Compensation
Committee at any time, provided that no amendment shall be made without stockholder approval if it would
materially increase the number of shares available under the 2019 Plan (other than in connection with an equitable
adjustment), materially expand the types of awards available under the 2019 Plan or the class of persons eligible
to participate in the 2019 Plan, materially extend the term of the 2019 Plan, materially change the method of
determining the exercise price of an option or SAR granted under the 2019 Plan, delete or limit the prohibition
against “repricing,” or otherwise require approval by stockholders in order to comply with applicable law or the
rules of the NYSE (or principal national securities exchange upon which Citi’s common stock is traded or quoted).
Award modification. The Compensation Committee retains the right to modify outstanding awards without
a participant’s prior consent if it determines that the modification is required to comply with applicable law,
regulation, or regulatory guidance (including applicable tax law). Subject to certain exceptions, any other
modifications, if adverse to a participant, shall not be effective without the participant’s written consent.
www.citigroup.com
Certain U.S. Federal Income Tax Consequences

The following is a brief summary of the principal U.S. federal income tax consequences relating to stock options
granted under the 2019 Plan, based on current U.S. federal income tax laws. This summary does not constitute
tax advice and, among other things, does not describe state, local, or foreign tax consequences, which may be
substantially different.
Generally, a participant will not recognize taxable income on the grant of a stock option. Upon the exercise of a
stock option, a participant will recognize ordinary income in an amount equal to the difference between the fair
market value of the Citi common stock received on the date of exercise and the option cost (number of shares
purchased multiplied by the exercise price per share). The participant will recognize ordinary income upon
the exercise of the option even though the shares acquired may be subject to further restrictions on sale or
transferability. Citi will ordinarily be entitled to a deduction on the exercise date in an amount equal to the amount
of ordinary income recognized by the participant upon exercise, except as may be specified under Section 162(m)
of the Internal Revenue Code. Generally, upon a subsequent sale of shares acquired in an option exercise, the
difference between the sale proceeds and the cost basis of the shares sold will be taxable as a capital gain or loss,
including any sale of shares freed from sale restrictions to fund the payment of taxes incurred at exercise. The 2019
Plan does not provide for awards of “incentive stock options,” which have different tax consequences under the
Internal Revenue Code.

123
Stockholder Proposals
Citi makes every effort to be responsive to concerns expressed by our stockholders by engaging in dialogues,
participating in issuer/investor working groups, and adopting policies or initiatives we believe to be in the best
interests of all stockholders. Over the years, Citi has met with several proponents and other interested parties
regarding such issues as gender pay equity, proxy access, human rights, the Company’s response to regulation
(Dodd-Frank, credit cards), derivatives, risk management, auditor rotation, and trade association payments,
among others, and has, on certain occasions, as appropriate, taken action in response to these engagements
and/or shareholder votes. For example, in 2019, Citi’s Board of Directors lowered the Special Meeting threshold in
response to the shareholder vote at the 2019 Annual Meeting. We encourage our stockholders to communicate with
management and the Board. Any stockholder wishing to communicate with management, the Board, or an individual
Director, or obtain the addresses of any of the stockholder proponents or their Citi stock ownership information,
should send a request to the Corporate Secretary, Rohan Weerasinghe, at 388 Greenwich Street, New York, New
York 10013.
Proposal 5
John Chevedden has submitted the following proposal for consideration at the 2020 Annual Meeting.
Proposal 5 — Make Shareholder Proxy Access More Accessible
Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may
be needed to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to enable
shareholder proxy access.
Proxy access for shareholders enables shareholders to put their own director candidates on the company ballot
to see if they can be elected. A competitive election is good for everyone. This proposal can help ensure that our
management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason
to exercise their right to use proxy access.
Under our current restricted proxy access if 20 shareholders combined hold $5 Billion of Citigroup stock and are
$1 short in owning 3% of company stock — they are totally out of luck.
The 2019 proxy said that Citigroup has “mainstream” proxy access. Thus it appears Citigroup has no intention to
excel in its corporate governance. The sheer size of Citigroup calls for more than 20 proxy access participants.
As a practical matter any group attempting proxy access at Citigroup should plan on the participation of $10 billion
in stock to be prepared for Citigroup challenging stock ownership by exploiting technical rules in regard to proof of
stock ownership.
It is also important to adopt this proposal because Citigroup shareholders, who own 15% of Citigroup stock, do
not have the right to call a special shareholder meeting. A proposal on this topic won majority support at the 2019
annual meeting — 861 million votes in favor.
Under this proposal it is likely that the number of shareholders who participate in the aggregation process would
still be a modest number due to the administrative burden on shareholders to qualify as one of the aggregation
participants. Plus it is easy for management to reject potential aggregating shareholders. The administrative burden
on shareholders leads to a number of potential technical errors by shareholders that management can easily detect.
CEO pay was $20 million in 2018 — yet the 2019 Citigroup company proxy in effect said that it is important to pinch
pennies on shareholder rights matters like shareholders proxy access.
Please vote to improve shareholder engagement:
Make Shareholder Proxy Access More Accessible — Proposal 5

www.citigroup.com
124 Stockholder Proposals
Management Comment
Summary
Citi implemented a progressive proxy access by-law provision for our stockholders in 2015 that is aligned with
current best practices, providing stockholders with meaningful and appropriate proxy access rights while taking
into account the need to balance enhancing stockholder rights with protecting the interests of all our stockholders.
The Board adopted the proxy access by-law provision after careful consideration and engagement with a number of
our stockholders. Since our adoption of proxy access, we have had further discussions regarding proxy access with
stockholders. Based on their feedback as well as a benchmarking review of proxy access rights adopted by other
companies, we continue to believe that our current proxy access structure is the most appropriate for the Company
and its stockholders at this time.
Important Points to Consider
Citi’s Proxy Access By-law is within the mainstream of other significant U.S. public companies with proxy access

rights. Specifically, our By-laws permit a stockholder, or a group of up to twenty stockholders, owning at least
three percent of Citi’s outstanding shares of common stock continuously for at least three years, to nominate
and include in our annual meeting proxy materials director nominees constituting twenty percent of the Board
(but no fewer than two nominees), subject to the other procedural requirements specified in our By-laws. In
fact, all of the provisions sought by the Proponent, except for the provision permitting an unlimited number of
stockholders to aggregate their holdings to nominate candidates, are already included in Citi’s Proxy Access
By-law. A recent study published by Sidley Austin LLP summarizes proxy access provisions adopted since
January 1, 2015 and, after analyzing 565 provisions, concluded that a nominating group size limit of 20 was by
far the most common limit, averaging 93% of the companies surveyed.1 Citi’s Proxy Access provisions, including
its group aggregation limit, are in line with best practices among U.S. corporations.
The proponent acted as a proxy for the proponent (the “Original Proponent”) of a Proxy Access Stockholder

Proposal (the “Original Proposal”) voted on by stockholders at the 2015 annual meeting. The Board supported
the Original Proposal after negotiating and agreeing on the terms with the proponent and the Original Proponent
and, after stockholders expressed support for the Original Proposal, subsequently amended the By-laws to grant
stockholders the right to have stockholder nominees to the Board included in the Company’s proxy materials.
The proponent now seeks to change the terms agreed to in 2015. The Proposal requests the following change
to Citi’s Proxy Access By-law: no limitation on the number of stockholders that can aggregate their shares to
achieve the 3% of common stock required to nominate directors. Management believes that the change put forth
in the Proposal is not in the best interests of Citi’s stockholders.
 Allowing a limited number of holders, who own a meaningful interest in the Company for a reasonable period of
time, to act as a group strengthens the principle that we believe is shared by most of our stockholders—the right to
nominate a director using the Company’s proxy statement should be available only for those who have a sufficient
financial stake in the Company to cause their interests to be aligned with the interests of our stockholders.
 The existing limit on the number of holders who can aggregate their shares creates a reasonable limitation
that will control the administrative costs for Citi. In the absence of a reasonable limitation, or as the proposal
requests—no limitation, on the number of stockholders in a group—Citi could be required to make burdensome and
time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals.
Because Citi has adopted progressive proxy access by-law provisions that serve the best interests of the
Company and our stockholders and are in line with best practices among Citi’s peers and the vast majority
of large cap companies, adoption of the stockholder proposal is not necessary or appropriate; therefore the
Board recommends a vote AGAINST this Proposal 5.
1 Sidley Austin LLP, Proxy Access – The Latest on Proxy Access, January 11, 2019. https://www.sidley.com/-/media/update-
pdfs/2019/01/20190111-corporate-governance-update.pdf

Stockholder Proposals 125
Proposal 6
Harrington Investments, Inc. has submitted the following proposal for consideration at the 2020 Annual Meeting.
CITIGROUP - 2020
Whereas, our Company’s Nomination, Governance and Public Affairs Committee is responsible for oversight of
public affairs by reviewing the relationships of major external constituencies and advising management and the
board; and
Whereas, in August two thousand nineteen, our Chief Executive Officer, signed a statement pledging our Company
to all stakeholders; and
Whereas, this Statement on the Purpose of a Corporation, also included a statement supporting “. . . the
communities in which we work, . . . respect(ing) the people in our communities and protect(ing) the environment by
embracing sustainability practices across our business,” and
Whereas, there may be incongruities between public pledges or statements made by our Chief Executive Officer
and company policies adopted by our Board of Directors as fiduciaries, reflected in our Company’s governance
documents, including bylaws, Articles of Incorporation or committee charters;
Whereas, however, there is no indication of how such public statements will be implemented in policy, or even if
such a policy was considered by our board of directors, as a policy to be implemented by amending our Company’s
governance documents;
Therefore, be it Resolved, that shareholders request that our board of directors, acting as responsible fiduciaries,
to conduct a comprehensive review of Citigroup’s governance documents, making recommendations to the
shareholders on specifically how the “Purpose of a Corporation” signed by our Chief Executive Officer can be fully
implemented by board and management, and recommending amendments to governance documents such as the
bylaws, Company’s Articles of Incorporation, or Committee Charters to fulfill the new statement of purpose.
Supporting Statement
Our Company’s management has committed our Company to a corporate purpose that does not appear in our
Company’s governance documents. Amendments to the bylaws, Articles of Incorporation, or the board’s committee
charters are needed in order to clarify the responsibilities of the board of directors as fiduciaries for fulfilling the
newly articulated corporate purpose.
Management Comment
Summary
In 2019, the Business Roundtable revised its Statement on the Purpose of a Corporation (the “Statement”) to
encourage companies to commit to creating value for all stakeholders rather than solely maximizing value for equity
shareholders. The Statement was signed by the chief executive officers of approximately 181 companies, including
Citi’s Chief Executive Officer. Citi adopted the Statement because it aligned with how we already view our mission
and values. The Stockholder Proposal is requesting that the Board conduct a review and make recommendations
to stockholders regarding how to “fully” implement the “new statement of purpose” of the Company through
amendments to Citi’s governing documents. Citi did not view the Statement as an overhaul of its corporate purpose,
but rather as a document that memorializes the Company’s current practices and policies in each of the five areas
identified by the Statement. Because Citi’s current practices and our existing policies and procedures already
provide the framework for Citi to operate consistently with the Statement, no amendments to Citi’s governance
documents are necessary.
www.citigroup.com
The five elements of the Statement are set forth below, with evidence of Citi’s policies and practices that

demonstrate its compliance with each:
 Delivering Value to Our Customers. As articulated in the Company’s Mission and Value Proposition, its
publicly disclosed mission statement, Citi has committed itself to “work with [its customers] to optimize their
daily operations, whether they need working capital, to make payroll or export their goods overseas.” Citi
ensures that it delivers on its commitment to its customers by charging its Business Practices Committee
with the responsibility to oversee that the Company’s business practices “meet the highest standards of
professionalism, integrity and ethical behavior across the company and are consistent with” the Company’s
Mission and Value Proposition. Citi provides a range of products, services and leading digital capabilities to
its individual, small business and retail clients. Across the U.S., Citi continues to finance the growth of small
businesses, through retail bank and small business credit card lending, as well as supply chain financing
through its institutional bank. In 2018, Citi invested more than $11.6 billion in small business lending in the U.S.
and also financed over $6 billion in affordable housing projects.
 Investing in Our Employees. As disclosed in the Company’s 2018 Global Citizenship Report, the Company
completed its initial pay equity review in January 2018 and included three countries—the U.S., the U.K. and
Germany—representing 36% of the Company’s workforce. The results of that review showed that, on an
adjusted basis, women were paid on average 99% of what men were paid at the Company, and U.S. minorities
were paid on average 99% of what U.S. non-minorities were paid. As part of this review and analysis, the
Company made adjustments to account for a number of factors to make the comparisons meaningful,
including job function, level and geography. Later in 2018 the Company completed this same review globally,
releasing the results in January 2019. The results of this broader assessment showed that women globally
were also paid on average 99 percent of what men were paid at the Company. Based on the findings of
these reviews, the Company made pay adjustments as part of the 2019 compensation cycle. In addition, the
Company strives to foster diversity in its workforce. In 2018, the Company implemented representation goals
intended to increase diversity at senior levels: by 2021 the Company plans to “increase representation of
women in assistant vice president to managing director level roles to at least 40 percent globally, up from
37 percent currently, and to boost the representation of Black employees in those same roles in the U.S. to
at least 8 percent, up from 6 percent currently.” The Company also invests in its employees’ development.
Specifically, the Company offers its employees a wide range of programs to promote advancement and
skill development.
 Dealing Fairly and Ethically with Our Suppliers. Citi expressly committed itself to “dealing fairly with . . .
Suppliers . . .” in our Citi Statement of Suppliers Principles, an official Company policy establishing procedures,
protocols and expectations in the Company-supplier relationship. The Company has also publicly stated its
goal to collaborate with its suppliers to “advance human dignity, reduce waste, improve efficiency, and reduce
our carbon footprint.” Through this collaborative effort, Citi has the opportunity to work side-by-side with
suppliers to “increase ethical business practices and social and environmental sustainability throughout
the supply chain.” In addition, to promote oversight of management’s efforts to advance supplier diversity,
the Board delegated to the Nomination, Governance and Public Affairs Committee (the “Committee”) the
responsibility to “[r]eview and advise management on [the Company’s] policies and practices regarding
supplier diversity.” The Committee has had oversight of supplier diversity for a number of years.
 Supporting Local Communities in Which We Work. Citi has demonstrated a longstanding commitment
to the communities in which it works. Providing financings for affordable housing projects, among others,
are part of the Company’s efforts to comply with its obligations under the Community Reinvestment Act
of 1977, which encourages financial institutions to “help meet the credit needs of the communities in which
they are chartered, including low- and moderate-income . . . neighborhoods . . . .” Citi also has established
the Citi Foundation, which provides philanthropic grants to community organizations around the world, and
Citi Community Development, which works with nonprofit and public agencies across the United States to
serve underserved individuals, families and communities. Finally, Citi has demonstrated a commitment to
environmental sustainability through the adoption of its Environmental and Social Risk Management Policy,
which is an official Company policy setting forth standards for how the Company assesses its and its clients’
impacts on air and water quality, climate change, local communities and biodiversity (among other things).
As part of Citi’s commitment to the communities in which it works, the Company updated its Environmental
and Social Risk Management Policy to require the Company to consult indigenous people in developed, as

well as developing countries, in relation to the impact of a Company project on such people. To promote its
commitment to sustainability, the Board has charged the Committee to “receive reports from and advise
management on the Company’s sustainability policies and programs, including the environment, climate
change and human rights” and to review “the Company’s policies and programs that relate to public issues of
significance to the Company and the public at large . . . and advis[e] management as to its approach.”
 Generating Long-Term Value for Shareholders, who Provide the Capital that Allows Companies to Invest,
Grow and Innovate. Citi and its Board are committed to generating long-term value for stockholders; this
commitment is also memorialized in the Board-approved charter of the Committee, which requires the
Committee to “assess the effectiveness of the Board in meeting its responsibilities, representing the long-term
interests of stockholders.” In addition, Citi has an extensive program of engagement with its investors about
its financial performance, ESG issues, issues of interest to shareholders and compensation.
Citi has already implemented the Proposal because it has in place policies and procedures designed to
ensure the interests of all stakeholders are taken into account in the operation of the Company’s business
and corporate decision-making, adoption of the stockholder proposal is not necessary; therefore the Board
recommends a vote AGAINST this Proposal 6.
Proposal 7
New Economy Project and co-filers (School Sisters of Notre Dame Cooperative Investment Fund; LGPS Central
Limited; and Greater Manchester Pension Fund) have submitted the following proposal for consideration at the 2020
Annual Meeting:
Whereas, full disclosure of Citigroup’s direct and indirect lobbying activities and expenditures is necessary to assess
whether Citigroup’s lobbying is consistent with its expressed goals and in stockholders’ best interests.
Resolved, the stockholders of Citigroup request the preparation of a report, updated annually, disclosing:
1. Company policies and procedures governing lobbying, both direct and indirect, and grassroots lobbying
communications.
2. Payments by Citigroup used for: (a) direct or indirect lobbying; or (b) grassroots lobbying communications, in
each case including the amount of the payment and the recipient.
3. Description of management’s and the Board’s decision-making process and oversight for making payments
described in section 2 above.
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general
public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and
(c) encourages the recipient of the communication to take action with respect to the legislation or regulation.
“Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Citigroup is
a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and
federal levels.
The report shall be presented to the Nomination, Governance and Public Affairs Committee and posted on
Citigroup’s website.
www.citigroup.com
Supporting Statement
Citigroup’s lobbying spending disclosures present significant reputational risks. Citigroup is a member of trade
associations that lobby for policies that directly contradict the company’s public positions on critical issues like
climate change. Despite reputational risks, Citigroup fails to disclose its trade association payments and the portions
of those payments used for lobbying.
Citigroup spent more than $50 million on federal lobbying over the last ten years. This figure excludes Citigroup’s
lobbying: (1) in the 42 states where Citigroup lobbies but disclosure is uneven or absent; and (2) in Europe, which
totaled €700,000 — €799,000 in 2018. Citigroup belongs to the U.S. Chamber of Commerce, which has spent more
than $1.5 billion on lobbying since 1998. Citigroup does not disclose how much it contributes to the Chamber or what
portion of the company’s contributions the Chamber uses for lobbying.
Examples of policy contradictions that present clear reputational risks include:

• Citigroup supported the Paris Agreement on climate change. The Chamber has worked tirelessly to undermine
the Paris Agreement.
• Citigroup has limited its investments in coal since 2015. The Chamber pushed to expand coal mining on federal
lands in its 2017 platform.
Citigroup claims to use the Global Reporting Initiative (GRI) Standards for sustainability reporting, which require
Citigroup to report “any differences between its lobbying positions and any stated policies, goals, or other public
positions” (GRI Standard 415). Citigroup, however, fails to report the glaring contradictions between its stated
positions on climate and the lobbying activities it funds, further demonstrating that Citigroup’s disclosures
are inadequate.
We believe the reputational damage stemming from Citigroup’s direct and indirect lobbying efforts harms long-term
value, and we urge the Board to immediately institute comprehensive lobbying disclosure.
Management Comment
Summary
The proposal would be substantively duplicative and not an effective use of Citi’s resources as Citi already has a
comprehensive system of reporting on its lobbying activities and political contributions. Citi discloses its lobbying
activities as required by law in the more than 30 states in which it is actively engaged in lobbying, and at the federal
level. Citi provides access to this information on its website, which allows shareholders to access Citi’s filings in the
states or under the Lobbying Disclosure Act to view the issues on which Citi engages through its lobbying efforts.
Citi also publishes annually on its website its political contributions made by the Citi Political Action Committees.
Finally, Citi lists the names of the significant trade and business associations in which it participates.
Citi already has in place measures to promote transparency in and oversight of its lobbying and political activity.

 First, as required by its Charter, the Nomination, Governance and Public Affairs Committee of Citi’s Board
of Directors provides oversight over the Company’s political contributions, trade association activities, and
lobbying strategy.
 Second, Citi has links on its website to state government websites and the federal website where its lobbying
activities are reported. Citi discloses U.S. federal lobbying activity quarterly, as required by the Lobbying
Disclosure Act (LDA). LDA requires disclosure of the issues and costs of its lobbying efforts.
 Third, Citi posts on its website a list, updated annually, of all corporate political contributions made by Citi as
well as contributions made by Citi’s Political Action Committees (PAC). (www.citigroup.com. Click on “About
Us,” and then “Corporate Governance.”)
 Fourth, Citi posts the names of its significant trade and business associations on Citi’s website.

 Citi’s Political Activities Statement, which can be found at www.citigroup.com, provides, in addition to the
information above, meaningful disclosure about:
 Citi’s lobbying policies and procedures including grassroots lobbying—we commit to disclose any grassroots
lobbying efforts or any state ballot initiative in which we engage,
 membership in any tax-exempt group that writes and endorses model legislation, and
 the Board’s oversight of lobbying activities, and political contributions.
As Citi already provides the disclosures requested by the Proposal, the focus of the Proposal appears to be

on Citi’s membership in and oversight of lobbying expenditures made by Trade Associations and a concern
that such trade associations will engage in activities that will harm Citi’s reputation. As noted above, the Citi
Board’s Nomination, Governance and Public Affairs Committee provides oversight of Citi’s membership in trade
associations. In addition, the overall amount of funds provided to trade associations for membership is not
material to Citi and the amount used by those trade associations for lobbying, a small percentage of Citi’s dues
payments, is even less significant.
Concerns in the proposal about trade associations using Citi funds for independent expenditures are unfounded.

Citi will not directly or indirectly make payments to independent expenditure campaigns and has procedures in
place to prevent such payments from being made.
 First, Citi policy prohibits contributions for independent expenditures which means it cannot make such
payments directly. “Independent expenditures” are expenditures by an entity other than the political
candidate or his or her campaign that support the candidate (or criticize his/her opponent) and are generally
made by SuperPACs.
 Second, to prevent any indirect funding of SuperPACs, Citi requires, before Citi pays its dues, that trade and
business associations attest that they have a process that assures that no funds provided by any Citi entity
(whether by way of dues or otherwise) will be used for independent expenditures.
Citi engages in lobbying activities on its own behalf and determines on which issues to lobby based on careful

consideration of political and legislative matters that may have an impact on Citi. Citi’s lobbying efforts are
necessarily focused on issues and positions favored by Citi. While trade and business associations may lobby
on behalf of the financial industry, this “indirect” lobbying does not necessarily represent Citi’s positions.
Attributing these lobbying efforts to Citi’s decision-making would be misleading to shareholders. Citi is also
a member of trade associations for a variety of reasons not related to lobbying, including for information
gathering and professional development.
Citi has had a long-standing commitment to environmental sustainability. The focus of the Proposal’s Supporting

Statement is on climate change and how certain organizations are viewed in engaging on climate related issues.
As noted on our website, Citi is a Member of the U.S. Chamber of Commerce. Since 2017 we have been engaging
with the U.S. Chamber on climate related risks and opportunities. At the end of 2019, the Chamber created an
official task force on Climate Action and the Chamber recently supported the passage of bipartisan bills to help
address climate change through innovation and investment. Citi will be disclosing this information in its annual
Citizenship Report.
The report requested by the proposal would be duplicative and is not an effective use of Citi’s resources. Indeed,

Citi is already directly engaging with key trade associations on a pro-active sustainability agenda. We believe that
the interest of our shareholders will best be served by continuing to focus our efforts on our engagement with
trade associations on environmental sustainability matters.
Because it already has extensive disclosure practices pertaining to its political contributions and lobbying
activities, disclosures of its political contributions and lobbying expenditures, disclosure of its trade
association participation, and a Political Activities Statement outlining its policies and procedures
surrounding political and lobbying activities, Citi does not believe the additional disclosure requested by the
stockholder proposal would be useful to shareholders. In addition, disclosure of indirect lobbying activities
by outside trade associations in itself would not offer shareholders a useful nor clear window into Citi’s
approach to lobbying and political activity. The disclosure requested by the Proposal would thus not be an
effective use of Citi’s resources or management’s time, nor would it provide shareholders with additional
meaningful disclosures; therefore the Board recommends that you vote AGAINST this Proposal 7.
www.citigroup.com
Submission of Future Stockholder Proposals

Under SEC Rule 14a-8, a stockholder who intends to present a proposal at the next Annual Meeting of Stockholders
and who wishes the proposal to be included in the Proxy Statement for that meeting must submit the proposal in
writing to the Corporate Secretary of Citi, Rohan Weerasinghe, at 388 Greenwich Street, New York, New York 10013.
The proposal must be received no later than November 11, 2020. The proposal and its proponent must satisfy all
applicable requirements of Rule 14a-8.
Citi’s By-laws permit a stockholder or group of stockholders (up to 20) who have owned at least 3% of Citi common
stock for at least three years to submit Director nominees (up to the greater of two nominees or 20% of the
Board, as determined in accordance with the By-laws) for inclusion in Citi’s Proxy Statement if the nominating
stockholder(s) satisfies the requirements specified in the By-laws. With respect to stockholder nominees for Director
election submitted for inclusion in Citi’s Proxy Statement for the 2021 Annual Meeting, written notice of nominations
must be provided by the stockholder proponent(s) to Citi in accordance with Citi’s By-laws. The notice must be
delivered to, or mailed and received by, Citi’s Corporate Secretary between October 12, 2020 and November 11,
2020. These deadlines are based on the 150th day and 120th day, respectively, before the one-year anniversary of
the date that the Proxy Statement for this Annual Meeting was first sent to stockholders (which date, for purposes
of Citi’s By-laws, is March 11, 2020). The ability to include a nominee in Citi’s Proxy Statement is subject to the terms
and conditions set forth in Citi’s By-laws.
With respect to stockholder nominees for Director election at the next Annual Meeting (other than nominees
submitted for inclusion in Citi’s proxy materials) and stockholder proposals for consideration at the next Annual
Meeting that are not submitted for inclusion in Citi’s proxy materials under Rule 14a-8, written notice of nominations
and proposals must be provided by the stockholder proponent to Citi in accordance with Citi’s By-laws. The
notice must be delivered to, or mailed and received by, Citi’s Corporate Secretary, Rohan Weerasinghe, between
December 22, 2020 and January 21, 2021 and must comply with all applicable provisions of Citi’s By-laws. You may
obtain a copy of Citi’s By-laws on Citi’s website or by writing to the Corporate Secretary, Rohan Weerasinghe, at
388 Greenwich Street, New York, New York 10013.
Cost of Annual Meeting and Proxy Solicitation

Citi pays the cost of the Annual Meeting and the cost of soliciting proxies. In addition to soliciting proxies by mail,
Citi may solicit proxies by personal interview, telephone, and similar means. No Director, officer, or employee of
Citi will be specially compensated for these activities. Citi also intends to request that brokers, banks, and other
nominees solicit proxies from their principals and will pay the brokers, banks, and other nominees certain expenses
they incur for such activities. Citi has retained Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, a proxy
soliciting firm, to assist in the solicitation of proxies, for an estimated fee of $30,000 plus reimbursement of certain
out-of-pocket expenses.
Householding
Under SEC rules, a single set of Annual Reports and Proxy Statements may be sent to any household at which
two or more stockholders reside if they appear to be members of the same family. Each stockholder continues
to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate
information stockholders receive and reduces mailing and printing expenses. In accordance with a notice sent to
certain stockholders who shared a single address, only one Annual Report and Proxy Statement will be sent to
that address unless any stockholder at that address requested multiple sets of documents be sent. However, if any
stockholder who agreed to householding wishes to receive a separate Annual Report or Proxy Statement, he or she
may telephone toll-free 1-866-540-7095 or write to Broadridge Financial Services, Inc., Householding Department,
51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set of reports
may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Broadridge at the
address set forth above, if they are record holders.

131
Directions to 2020 Annual Meeting Location

Date and Time April 21, 2020, 9:00 a.m.
Place George R. Brown Convention Center

1001 Avenida de las Americas
Houston, Texas 77010
Meeting Room 342
Enter through the doors of HALL E located on the south side of the convention center (street level). Proceed to take
the escalators/elevator bank just inside those doors to the third level. Go straight ahead, following the signage to
locate the correct corridor for Meeting Room 342. Proceed down that corridor until you have arrived at Meeting
Room 342 on your left hand side.
Key Information for attending Citi’s 2020 Annual Meeting:

• You must register to attend the Annual Meeting. Please go to www.proxyvote.com to print your admission ticket.
• Print your ticket at home or call Shareholder Meeting Registration Phone Support (toll free) at 1-844-318-0137 or
(international toll call) at 1-925-331-6070 for assistance. Requests for tickets will be processed in the order they
are received and must be requested by 11:59 pm on April 20, 2020.
• George R. Brown Convention Center is accessible by public transportation. If you plan to visit by car, please allow
extra time to navigate traffic and to secure parking. There are multiple parking garages close to the convention
center; however, it is recommended that you contact a parking garage ahead of time to ensure availability.
www.citigroup.com
132
By Car
I-45 SOUTH
Coming from Dallas, Conroe, The Woodlands, Bush Intercontinental Airport
Take I-45 South > to I-10 East > to US-59 South (exit #770A) > exit Downtown Destinations-Hamilton Street >
right on Capitol Street > left on Avenida de las Americas
I-45 NORTH
Coming from Galveston, NASA, Clear Lake, Houston Hobby Airport
Take I-45 North > exit Downtown Destinations (exit #45) > exit Pease Street > right on Chartres Street > left on
Capitol > left on Avenida de las Americas
US-59 SOUTH
Coming from Kingwood, Humble, Bush Intercontinental Airport
Take US-59 South > exit Downtown Destinations-Jackson Street > left on Franklin Street > right on Hamilton
Street > right on Capitol Street > left on Avenida de las Americas
US-59 NORTH
Coming from the Galleria, Missouri City, First Colony, Sugar Land
Take US-59 North > exit Downtown Destinations-Polk Street > continue on Chartres Street > left on Capitol >
left on Avenida de las Americas
I-10 WEST
Coming from Baytown, Channelview, New Orleans
Take I-10 West > to US-59 South (exit #770A) > exit Downtown Destinations-Hamilton Street > right on Capitol
Street > left on Avenida de las Americas
I-10 EAST
Coming from Katy, San Antonio
Take I-10 East > to US-59 South (exit #770A) > exit Downtown Destinations-Hamilton Street > right on Capitol
Street > left on Avenida de las Americas
SH-288 NORTH
Coming from Pearland, South Loop, Reliant Park
Take SH-288 North > to US-59 North > exit Downtown Destinations-Polk Street > continue on Chartres Street >
left on Capitol > left on Avenida de las Americas
SH-290 EAST
Coming from Austin, Copperfield
Take SH-290 East > to Loop 610 South > to I-10 East > to US-59 South (exit #770A) > exit Downtown
Destinations-Hamilton Street > right on Capitol Street > left on Avenida de las Americas
By Bus
The Greenlink Green Route stops at the South Transit Center inside the George R. Brown Convention Center.
By Railroad
The North Line of METRORail has a stop just north of the George R. Brown Convention Center.

133
Annex A
Additional Information Regarding Proposal 3
Glossary
CCAR refers to the Federal Reserve Board’s annual Comprehensive Capital Analysis and Review. CCAR is an
important regulatory supervisory mechanism for assessing the capital adequacy of banks including, among other
things, ensuring that banks have sufficient capital to continue to provide key financial services under adverse
economic and financial market scenarios. Banks may not return capital to stockholders or take other capital actions
unless the Federal Reserve Board indicates that it has “no objection” to a bank’s capital plan, including its requested
capital actions.
Cumulative Earnings Per Share for our Performance Share Units is determined by adding the diluted earnings
per share based on net income allocated to common stockholders from our quarterly earnings reports for the
12 quarters of the applicable three-year performance period.
Efficiency Ratio is total operating expenses divided by total revenues (net of interest expense). This ratio generally
compares the cost of generating revenue to the amount of revenue generated. A lower cost is preferable to a higher
cost in generating the same amount of revenue, and therefore, a lower efficiency ratio is generally better than a
higher one. This metric encourages management to consider the costs of generating additional revenue instead of
simply maximizing revenue, and can be used on a relative basis to identify which businesses are managed better
than others.
Income from Continuing Operations Before Taxes is revenues minus expenses and cost of credit, before taxes and
discontinued operations.
Net Income represents a company’s after-tax profits. Net Income is an element of the metrics that measure return
on capital.
Return on Assets (ROA) is net income divided by average assets as determined under U.S. GAAP.
Return on Tangible Common Equity is net income for a business or Citigroup (minus preferred dividends in
the case of Citigroup) divided by average tangible common equity for the year. Management views this metric
as an appropriate indication of the long-term potential of Citi’s operating businesses to deliver long-term value
to stockholders.
Risk Appetite Ratio is the ratio between the earnings of a business unit, including expected losses (defined as
revenues, net of interest expense, minus operating expenses, minus expected losses) (the numerator) and the stress
losses (i.e., unexpected losses) of Citi or the applicable business segment under a 1-in-10 year stress scenario (the
denominator). The applicable business unit should produce sufficient earnings each year, so that it does not lose
money under a moderate stress event (i.e., a 1-in-10 year stress scenario). As long as the relationship is higher than
1-to-1, then the business unit “passes” the Risk Appetite Ratio test. The Risk Appetite Ratio is currently viewed as a
baseline standard or a minimum goal.
Risk Appetite Surplus, for a business unit, is earnings (defined as revenues, net of interest expense, minus
operating expenses) minus both expected losses and unexpected losses (i.e., the stress losses of the business
unit under a 1-in-10 year stress scenario). The Risk Appetite Surplus metric is intended to measure the ability of a
business unit to withstand a moderate stress event without incurring an annual loss. Risk Appetite Surplus is used
as a more nuanced qualitative tool to evaluate the capital generation power of businesses that may “pass” the Risk
Appetite Ratio test.
www.citigroup.com
134 Annex A
Citigroup – Financial Scorecard Metric Details and Adjusted Results Reconciliations

(In millions of dollars, except ratios and earnings per share)
2019 2018 2019 vs. 2018

Latin %
Citigroup GCB ICG America Citigroup Increase
Reported Income from Continuing
Operations before Income Taxes $23,901 $7,448 $16,514 $4,191 $23,445
Less: Provision for Income Taxes 4,430 1,746 3,570 1,180 5,357
Add: Income from Discontinued Operations (4) — — — (8)
Less: Noncontrolling Interests 66 6 40 — 35
Reported Net Income (Loss) $19,401 $5,696 $12,904 $3,011 $18,045
Less: Impact of Tax Reform(1) $— $(94)
Adjusted Net Income $19,401 $17,951 8%
Reported Diluted Earnings Per Share (EPS) $8.04 $6.68 20%
Impact of Tax Reform(1) — 0.03
Adjusted Diluted EPS $8.04 $6.65 21%
Average Assets (in billions of dollars) $1,978,805 $1,920,242
Reported ROA (Reported Net Income/
Average Assets) 0.98% 0.94%
Adjusted ROA (Adjusted Net Income/
Average Assets) 0.98% 0.93%
Revenues, Net of Interest Expense $74,286 $32,971 $39,301 $10,404 $72,854
Total Operating Expenses $42,002 $17,628 $22,224 $5,040 $41,841
Efficiency Ratio (Operating Expenses/
Revenues, Net of Interest Expense) 56.5% 53% 57% 48% 57.4%
Adjusted Net Income (from above) $19,401 $17,951
Preferred Stock Dividends 1,109 1,174
Adjusted Income Available to
Common Shareholders $18,292 $16,777
Total Common Equity at December 31, 2019
and 2018 $175,262 $177,760
Less:
Goodwill at December 31, 2019 and 2018 22,126 22,046
Intangible Assets (Other Than
Mortgage Servicing Rights) at
December 31, 2019 and 2018 4,327 4,636
Tangible Common Equity at
December 31, 2019 and 2018 $148,809 $151,078
Average Tangible Common Equity during
2019 and 2018 $150,994 $32,860 $88,600 $10,700 $153,343
Adjusted Return on Tangible Common Equity
(Excluding the Impact of Tax Reform) 12.1% 17.3% 14.6% 28.1% 10.9%
Average Common Equity $177,363 $179,497
Return on Common Equity ((Reported Net
Income less Preferred Dividends)/Average
Common Equity) 10.3% 9.4%
Common Dividends $4,403 $3,865
Common Stock Repurchases 17,875 14,545
Distributions to Common Shareholders
(Total Payout) $22,278 $18,410
Reported Total Payout Ratio (Total Payout/
(Net Income less Preferred Dividends)) 122% 109%
Adjusted Total Payout Ratio (Total
Payout/(Adjusted Net Income less
Preferred Dividends)) 122% 110%

Annex A 135
2019 2018 2019 vs. 2018

Latin %
Citigroup GCB ICG America Citigroup Increase
Risk Appetite Ratio:
Unexpected Losses $13,400 $5,070 $5,170 $1,420
Expected Losses $8,720 $7,250 $1,100 $1,060
Risk Appetite Ratio (RAR) = [Revenues
- Operating Expenses - Expected
Losses]/Unexpected Losses 176% 160% 309% 303%
Risk Appetite Surplus (RAS) = [Revenues
- Operating Expenses - Expected
Losses - Unexpected Losses] $10,164 $3,023 $10,807 $2,884
Reported Revenues $74,286 $72,854
Less: Impact of Foreign Exchange (FX)
Translation — (895)
Revenues Excluding the Impact of
FX Translation $74,286 $71,959
Less: Gain on Sale of GCB Hilton
Cards Portfolio $— $150
Less: Gain on Sale of a GCB Mexico Asset
Management Business — 250
Adjusted Revenues $74,286 $71,559 4%
(1) Represents the 2018 one-time impact of the finalization of the provisional component of the impact of the Tax Cuts and Jobs
Act (Tax Reform) based on Citi’s analysis, as well as additional guidance received from the U.S. Treasury Department related
to Tax Reform.
www.citigroup.com
136
Annex B
Citigroup 2019 Stock Incentive Plan
(as amended and restated as of April 21, 2020, subject to stockholder approval)
(marked to show amendment described in Proposal 4)
1. Purpose
The purposes of the Citigroup 2019 Stock Incentive Plan (as amended from time to time, the “Plan”) are to (i)
align incentive compensation programs with the Company’s long-term business objectives and the interests of
stockholders; (ii) attract and retain Employees by providing compensation opportunities that are competitive within
the global financial services industry; and (iii) provide compensation opportunities that do not create incentives to
take imprudent risks.
2. Effective Date and Term

The Plan became effective on April 16, 2019 (the “Effective Date”). Unless terminated earlier by the Committee, the
Plan will expire on the date of the annual general meeting of stockholders to be held in 2024. The Plan replaces the
2014 Stock Incentive Plan (the “2014 SIP”) for Awards granted on or after the Effective Date. Awards may not be
granted under the 2014 SIP beginning on the Effective Date, but the adoption and effectiveness of the Plan will not
affect the terms or conditions of any outstanding awards granted under the Prior Plans or any other plan prior to
the Effective Date.
3. Definitions
“Award” shall mean an Option, SAR, or Stock Award granted under the Plan.
“Award Agreement” shall mean one or more documents (in either paper or electronic form (including by posting
on the Company’s intranet or other shared electronic medium controlled by the Company to which a Participant
has access)) evidencing the terms and conditions of an Award.
“Board” shall mean the Board of Directors of the Company.
“Change of Control” shall have the meaning set forth in Section 11.
“Code” shall mean the Internal Revenue Code of 1986, as amended, including any rules and regulations
promulgated thereunder.
“Committee” shall mean the Personnel and Compensation Committee of the Board, or a sub-committee
thereof, the members of which shall qualify as “Non-Employee Directors” under Rule 16b-3 of the 1934 Act;
provided, however, that with respect to the application of the Plan to Directors, unless specifically provided
otherwise herein, “Committee” shall mean the Board. Unless expressly provided otherwise herein or not
permitted by applicable law, “Committee” includes any authorized delegate of the Committee, including each
Plan Administrator. For avoidance of doubt, a failure of one or more members of the Committee to qualify as
“Non-Employee Directors” under Rule 16b-3 of the 1934 Act shall not impair the validity of actions taken by the
Committee, including the granting of any Award.
“Common Stock” shall mean the common stock of the Company, par value $.01 per share.
“Company” shall mean Citigroup Inc., a Delaware corporation.

Annex B 137
“Deferred Stock Award” shall mean an Award payable in shares of Common Stock at the end of a specified
deferral period that is subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an
Award Agreement.
“Director” shall mean a member of the Board who is not also an active employee or officer of the Company
or a Subsidiary.
“Employee” shall have the meaning set forth in General Instruction A to the Registration Statement on Form S-8
promulgated under the Securities Act of 1933, as amended, in effect on the Effective Date. Notwithstanding the
foregoing, consultants and advisors (other than Directors) shall not be eligible to receive Awards under the Plan.
“Fair Market Value” shall mean, in the case of a grant of an Option or a SAR, the closing price of a share of
Common Stock on the New York Stock Exchange (or, if the Common Stock is not traded on the New York Stock
Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted) on
the date on which the Option or the SAR is granted. For all other purposes of administering an Award (including
Options and SARs granted as Substitute Awards), “Fair Market Value” shall be as determined pursuant to the
valuation methodology approved for such purpose by the Committee.
“GAAP” shall mean U.S. generally accepted accounting principles.
“Gross Misconduct” shall mean any conduct by a Participant (a) while employed by the Company or a Subsidiary
that is competitive with the Company’s or any Subsidiary’s business operations, (b) that is in breach of any
obligation that Participant owes to the Company or any Subsidiary or of that Participant’s duty of loyalty to
the Company or any Subsidiary, (c) that is materially injurious to the Company or any Subsidiary, or (d) that
otherwise constitutes “gross misconduct” as determined pursuant to guidelines adopted by the Committee or
a Plan Administrator.
“Option” shall mean the right to purchase a specified number of shares of Common Stock at a stated exercise
price for a specified period of time subject to the terms, conditions, limitations, and restrictions set forth in the
Plan and an Award Agreement.
“Participant” shall mean an Employee or former Employee who holds an Award under the Plan (and the legal
representative of the estate of a deceased Participant).
“Performance Condition” shall mean any condition to the vesting of an Award based on the performance of
the Company (including one or more of its Subsidiaries), the performance of any branch, business unit of the
Company (or of any Subsidiary), or the performance of an individual Participant (other than remaining employed
by the Company or a Subsidiary), whether based on absolute or relative performance measures.
“Plan Administrator” shall mean any officer or employee of the Company or a Subsidiary performing a function
related to administration of the Plan as part of his or her normal job duties, and any director, officer, or employee,
whether acting alone or as part of a committee or other group, or non-employee agent, to whom any authority
over any matter related to administration of the Plan or any Award has been directly or indirectly delegated by
the Committee.
“Prior Plans” shall mean the 2014 SIP and the Citigroup 2009 Stock Incentive Plan.
“Repricing” shall mean (a) any action that constitutes a “repricing” under GAAP or the rules of the New York
Stock Exchange (including any modification or amendment to an outstanding Option or SAR that has the effect of
reducing its exercise price), (b) any cancellation of an Option or SAR when its exercise price exceeds Fair Market
Value in exchange for cash, (c) any cancellation of an Option or SAR in exchange for a new Option or SAR with a
lower exercise price, or (d) a substitution of a Stock Award for an Option or SAR when its exercise price exceeds
Fair Market Value; in each case other than an adjustment to an outstanding Award that is consistent with the
requirements of Section 6(d).
www.citigroup.com
138 Annex B
“Restricted Stock Award” shall mean an Award of Common Stock that is subject to the terms, conditions,
limitations, and restrictions set forth in the Plan and an Award Agreement.
“SAR” shall mean “stock appreciation right,” which is a right to receive a payment, during a specified term, in
cash, Common Stock, or a combination thereof, in an amount equal to the excess of the Fair Market Value of a
specified number of shares of Common Stock at the time the SAR is exercised over the exercise price of such
SAR, which right is subject to the terms, conditions, limitations, and restrictions set forth in the Plan and an
Award Agreement.
“Section 16(a) Officer” shall mean an Employee who is subject to the reporting requirements of Section 16(a) of
the 1934 Act.
“Stock Award” shall mean a Deferred Stock Award, a Restricted Stock Award, a Stock Payment, or Other Stock-
Based Award.
“Stock Payment” shall mean an immediately vested payment in shares of Common Stock that may or may not
be in lieu of cash.
“Subsidiary” shall mean any of the consolidated subsidiaries of the Company.
“Substitute Award” shall mean an Award designated as such and granted in connection with a transaction
between the Company or a Subsidiary and another entity or business in substitution or exchange for, or
conversion, adjustment, assumption, or replacement of, awards previously granted by such other entity to any
individuals who have become Employees of the Company or any Subsidiary as a result of such transaction or who
were formerly employed by the acquired entity. An Award granted as an inducement to joining the Company or
a Subsidiary in replacement of an award forfeited when leaving a previous employer to join the Company or a
Subsidiary shall not be considered a Substitute Award.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder and any successor thereto.
4. The Committee
(a) Committee Authority. The Committee shall have full and exclusive power to administer and interpret
the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures, and guidelines
governing the Plan and Awards as it deems appropriate from time to time. The Committee’s authority shall
include, but not be limited to, the authority to (i) determine the type of Awards to be granted under the Plan;
(ii) select Award recipients and determine the extent of their participation; and (iii) establish all other terms,
conditions, limitations, and restrictions applicable to Awards, Award programs and the shares of Common
Stock issued pursuant thereto. Subject to the limitations set forth in the Plan, the Committee may suspend,
accelerate, or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any
conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards,
and make any and all other determinations that it deems appropriate with respect to the administration of
the Plan.
(b) Administration of the Plan. The administration of the Plan shall be managed by the Committee. The
Committee shall have the power to prescribe and modify, as necessary, the form of Award Agreement,
to correct any defect, supply any omission, or clarify any inconsistency in the Plan and/or in any Award
Agreement and to take such actions and make such administrative determinations that the Committee deems
appropriate. Any decision of the Committee in the administration of the Plan shall be final, binding, and
conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries, and
all Participants.

Annex B 139
(c) Delegation of Authority. To the extent not inconsistent with applicable law, the rules of the New York Stock
Exchange, or other provisions of the Plan, the Committee may at any time delegate to a Plan Administrator
some or all of its authority over the administration of the Plan, with respect to persons who are not Section
16(a) Officers. Actions taken or determinations made by or ratified by a duly authorized Plan Administrator
shall have the same force and effect as if undertaken or made by the Committee, and all references in the
Plan to the Committee (except with respect to actions or determinations related exclusively to Section 16(a)
Officers) shall be deemed to include a reference to a duly authorized Plan Administrator.
(d) Prohibition Against Repricing. Notwithstanding any provision of the Plan to the contrary, in no event shall
any action be taken under the Plan that constitutes a Repricing of any Option or SAR granted under the Plan,
or of any option or stock appreciation right granted under the Prior Plans or of an acquired company, except
with approval of the stockholders of the Company.
(e) Indemnification. No member of the Committee or any Plan Administrator shall be personally liable for any
action or determination made with respect to the Plan, except for his or her own willful misconduct or as
expressly provided by statute. The members of the Committee and every Plan Administrator shall be entitled
to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the
By-laws and policies of the Company. In the performance of its functions under the Plan, the Committee (and
each member of the Committee and every Plan Administrator) shall be entitled to rely in good faith upon
information and advice furnished by the Company’s officers, employees, accountants, counsel, and any other
party they deem appropriate, and neither the Committee nor any Plan Administrator shall be liable for any
action taken or not taken in reliance upon any such advice.
5. Participation
(a) Eligible Employees. The Committee shall determine which Employees shall be eligible to receive Awards
under the Plan, provided that consultants and advisors (other than members of the Board in their roles as
such) shall not be eligible to receive Awards under the Plan. Former Employees may be eligible to receive
Awards under the Plan, but only if a Substitute Award or with respect to their last year of service. With
respect to Employees subject to U.S. income tax, Options and SARs (unless Substitute Awards) shall only be
granted to such Employees who provide direct services to the Company or a Subsidiary of the Company as of
the date of grant of the Option or SAR.
(b) Participation by Employees of Subsidiaries. Employees of Subsidiaries may participate in the Plan upon
approval of Awards to such Employees by the Committee. Awards to Employees of Subsidiaries may be
conditioned upon the Subsidiary’s agreement to reimburse the Company for costs and expenses of such
participation, as determined by the Committee.
(c) Participation Outside of the United States. In order to facilitate the granting of Awards to Employees who
are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special
terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy, or custom. Any special terms
or conditions adopted by the Committee in accordance with this Section 5(c) may be set forth in a sub-plan,
which shall constitute a part of this Plan; provided that the terms and conditions of any such sub-plan shall
not be inconsistent with the terms and conditions of this Plan, as then in effect.
www.citigroup.com
140 Annex B
(d) Maximum Individual Awards
(i) Limits on Awards to Directors. The maximum number of shares of Common Stock subject to Awards
granted during a single calendar year to any Director, taken together with any cash fees paid during
the calendar year to the Director, in respect of the Director’s service as a member of the Board during
such year (including service as a member or chair of any committees of the Board), shall not exceed
$1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of
such Awards in accordance with GAAP). The independent members of the Board may make exceptions
to this limit for a non-executive chair of the Board, provided that the Director receiving such additional
compensation may not participate in the decision to award such compensation.
(ii) Limits on Options and SARs. The aggregate number of shares of Common Stock that may be subject to
all Options and SARs granted to an individual Employee (other than as a Director) in a calendar year may
not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).
(iii) Limits on Stock Awards. The aggregate number of shares of Common Stock that may be subject to all
Stock Awards granted to an individual Employee (other than as a Director) in a calendar year may not
exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)).
(iv) Substitute Awards. Notwithstanding the foregoing, shares subject to an Award that is a Substitute
Award shall not count against any individual Award limit in this Section 5(d).
6. Available Shares of Common Stock

(a) Shares Subject to the Plan. Common Stock issued pursuant to Awards granted under the Plan may be
shares that have been authorized but unissued, or have been previously issued and reacquired by the
Company, or both. Reacquired shares may consist of shares purchased in open market transactions or
otherwise. Pursuant to and subject to the other provisions of this Section 6, the aggregate number of shares
of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed the sum
of (i) thirty million (30,000,000) shares; and (ii) any additional number of shares that may be authorized
for issuance pursuant to any amendments to the Plan approved by stockholders of the Company after the
Effective Date. Effective April 21, 2020, pursuant to an amendment to the Plan approved by stockholders of
the Company, an additional 15 million (15,000,000) shares of Common Stock were authorized for issuance to
Participants pursuant to Awards granted under the Plan.
(b) Forfeited and Expired Awards. Awards granted under the Plan or the Prior Plans that, after the Effective
Date, are forfeited, expire, or are cancelled or settled without issuance of shares shall not count against
the maximum number of shares that may be issued under the Plan as set forth in Section 6(a) and shall be
available for future Awards under the Plan. Notwithstanding the foregoing, all shares of Common Stock that
are (i) withheld or tendered in payment of an Option exercise price or repurchased by the Company with
Option exercise proceeds; (ii) withheld or tendered to satisfy any tax withholding obligation (in connection
with any Option, SAR, Stock Award, or otherwise); (iii) covered by a SAR (to the extent that it is settled in
shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued
to the Participant upon exercise); (iv) withheld by the Company to satisfy any debt or other obligation owed
to the Company or any Subsidiary; and (v) fractional shares of Common Stock that are cancelled pursuant to
Section 7(f), shall be considered issued pursuant to the Plan and shall not be added to the maximum number
of shares that may be issued under the Plan as set forth in Section 6(a).
(c) Other Items not Included in Allocation. The maximum number of shares that may be issued under the
Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend
equivalents in connection with outstanding Awards; or (ii) the grant of Substitute Awards. Any shares
purchased by or on behalf of Participants in a dividend reinvestment program established under the Plan

Annex B 141
shall not count against the maximum number of shares that may be issued under the Plan as set forth in
Section 6(a), provided that such shares are purchased in open-market transactions or are treasury shares
purchased directly from the Company at Fair Market Value at the time of purchase.
(d) Adjustments. In the event of any change in the Company’s capital structure, including but not limited to a
change in the number of shares of Common Stock outstanding, on account of (i) any stock dividend, stock
split, reverse stock split, spinoff or any similar equity restructuring, or (ii) any combination or exchange of
equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar
event affecting the Company’s capital structure, to reflect such change in the Company’s capital structure,
the Committee shall make appropriate equitable adjustments to (i) the maximum number of shares of
Common Stock that may be issued under the Plan as set forth in Section 6(a), and (ii) the maximum number
of shares that may be granted to any single individual pursuant to the limits set forth in Section 5(d). In the
event of any extraordinary dividend, divestiture, or other distribution (other than ordinary cash dividends)
of assets to stockholders, or any transaction or event described above, to the extent necessary to prevent
the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable
adjustments to the number or kind of shares subject to an outstanding Award, the exercise price applicable
to an outstanding Award, and/or a Performance Condition. Any adjustments under this Section 6(d) shall
be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the 1934 Act, to the extent applicable. The Company shall give each Participant notice of an adjustment to
an Award hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
Notwithstanding the foregoing, the Committee shall decline to adjust any Award made to a Participant if such
adjustment would violate applicable law.
7. Awards Under the Plan

Awards under the Plan may be granted as Options, SARs, or Stock Awards, as described below. Awards may be
granted singly, in combination, or in tandem as determined by the Committee. Subject to the terms of the Plan
(including but not limited to the minimum vesting requirement of Section 7(d)), Awards shall have such terms,
conditions, limitations, and restrictions as may be determined by the Committee from time to time, and may include
vesting, forfeiture, cancellation and clawback provisions.
(a) Options. Options shall expire after such period, not to exceed 10 years, as may be determined by the
Committee. If an Option is exercisable in installments, such installments or portions thereof that become
exercisable shall remain exercisable until the Option expires or is otherwise cancelled pursuant to its terms
or the terms of the Plan. In no event shall any Option issued under the Plan be a “reload” Option or carry any
similar rights.
(i) Exercise Price. The Committee shall determine the exercise price per share for each Option, which shall
not be less than 100% of the Fair Market Value on the grant date, unless the Option is a Substitute Award.
(ii) Exercise of Options. Upon satisfaction of the applicable conditions relating to vesting and exercisability,
as determined by the Committee, and upon provision for the payment in full of the exercise price
and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the
number of shares of Common Stock issuable in connection with the Option exercise. The shares issued
in connection with the Option exercise may be subject to such conditions and restrictions as the
Committee may determine, from time to time. An Option may be exercised by any method as may be
permitted by the Committee from time to time, including but not limited to any “net exercise” or other
“cashless” exercise method.
(b) Stock Appreciation Rights. SARs granted under the Plan shall expire after such term, not to exceed 10
years, as may be determined by the Committee. The exercise price per share of Common Stock subject to a
SAR shall not be less than 100% of Fair Market Value on the grant date, unless the SAR is a Substitute Award.
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142 Annex B
(c) Stock Awards
(i) Stock Payment. Subject to the terms of the Plan, the Committee may grant vested shares of Common
Stock as a Stock Payment. A Stock Payment may be in lieu of cash compensation, but may be subject
to restrictions on sale or transfer, or cancellation and recoupment, as determined by the Committee. A
Stock Payment under the Plan may be granted as, or in payment of, a bonus determined pursuant to any
other plan. Any shares of Common Stock granted as a Stock Payment in lieu of cash compensation shall
be valued at their Fair Market Value.
(ii) Restricted Stock. Unvested shares of Common Stock issued pursuant to a Restricted Stock Award shall
be entitled to voting rights as provided in Section 9, unless determined otherwise by the Committee.
Upon satisfaction of all conditions to vesting and any tax withholding obligations, and upon the lapse of
any post-vesting restrictions on sale or transfer, shares of Common Stock subject to a Restricted Stock
Award shall be delivered to a Participant free of restriction.
(iii) Deferred Stock. A Deferred Stock Award represents only an unfunded, unsecured promise to deliver
shares of Common Stock in the future and does not give a Participant any greater rights than those of
an unsecured general creditor of the Company. Upon satisfaction of all conditions to vesting and any
tax withholding obligations, shares of Common Stock subject to a vested Deferred Stock Award will be
issued, and upon the lapse of any post-vesting restrictions on sale or transfer, such shares of Common
Stock will be delivered to a Participant free of restriction.
(iv) Other Stock-Based Awards. To the extent not prohibited by applicable law, the Committee may grant
any other Award that is denominated in shares of Common Stock and that may be settled in cash and/ or
by the delivery of shares of Common Stock (for the avoidance of doubt, an award that by its terms may
be settled only in cash shall not be an Award under this Plan).
(d) Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to the contrary, Awards
granted under the Plan shall vest no earlier than the first anniversary of the date on which the Award
is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting
requirement: any (i) Substitute Awards, (ii) Awards to Directors that vest on the earlier of the one-year
anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks
after the immediately preceding year’s annual meeting, and (iii) any additional Awards the Committee may
grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under
the Plan pursuant to Section 6(a) (subject to adjustment under Section 6(d)); and, provided, further, that the
foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability
or vesting of any Award, including in cases of retirement, death, disability, leave of absence, termination of
employment, Change in Control, upon the sale or other disposition of a Participant’s employer, or any other
similar event, as specified in the Award Agreement.
(e) Performance-Based Awards
(i) The Committee may grant Awards that are subject to the achievement of one or more Performance
Conditions related to a period of performance of not less than one year.
(ii) Performance Conditions may be expressed in either, or a combination of, absolute or relative values or
a percentage of: revenue, revenue or product growth, net income (pre- or after-tax), earnings, earnings
per share, stockholders’ equity or return on stockholders’ equity, assets or return on assets, return
on risk-adjusted assets, capital or return on capital, return on risk capital, book value or book value
per share, economic value-added models or equivalent metrics, operating income, pre- or after-tax
income, expenses or reengineering savings, margins, cash flow or cash flow per share, stock price, total
shareholder return, market share, debt reduction, net promoter scores, operating efficiency ratios,
expense ratios, liquidity ratios, regulatory achievements or any objective or subjective Performance
Conditions selected by the Committee. In addition, such Performance Conditions may be used on an

Annex B 143
absolute or relative basis to measure the performance of the Company as a whole, any business unit(s) of
the Company and its Subsidiaries and/or one or more of its branches or affiliates, or the performance of
an individual Participant, and may be used in any combination as the Committee may deem appropriate.
Such Performance Conditions may also be based on performance determined on a per share basis
(either basic or fully diluted) and/or as compared to the performance of a group of peer or comparator
companies, prior performance periods, a published or special index or indices that the Committee deems
appropriate, or such other measures selected or defined by the Committee at the time such Performance
Conditions are established.
(iii) The Committee may make objectively determinable adjustments, modifications, or amendments to any
Performance Condition as the Committee deems appropriate, including (but not limited to) with respect
to items determined to be extraordinary or unusual in nature or infrequent in occurrence, or that are
related to discontinued operations, the disposal of a business or assets, or a change in accounting
principle under GAAP, or that are attributable to the business operations of any entity acquired by the
Company or a Subsidiary during a relevant performance period.
(f) Fractional Shares. The Company shall not be obligated to issue any fractional shares of Common Stock in
settlement of Awards granted under the Plan. If an Award includes or results in an entitlement to a fractional
share for any reason, the Award shall be settled in full by issuance of the maximum whole number of shares
of Common Stock the Participant is entitled to receive pursuant to the terms of the Award (upon satisfaction
of all applicable conditions to the issuance of shares) and the Company may cancel the fractional share
without any compensation to the Participant.
8. Dividends and Dividend Equivalents

The Committee may provide that Stock Awards shall earn dividends or dividend equivalents. Such dividends or
dividend equivalents may be paid currently or may be credited to an account maintained on the books of the
Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions,
limitations, and restrictions as the Committee may establish, from time to time, including, without limitation,
reinvestment in additional shares of Common Stock or common share equivalents. Notwithstanding the foregoing,
the Committee may not provide for the current payment of dividends or dividend equivalents with respect to any
shares of Common Stock subject to an Award with a Performance Condition; for such Awards, the Committee may
only provide for the accrual of dividends or dividend equivalents that will not be payable to a Participant unless
and until, and only to the extent that, the shares of Common Stock subject to the Award vest upon satisfaction of
the relevant Performance Condition and all other applicable conditions to vesting. Dividend or dividend equivalent
rights shall be as specified in the Award Agreement, or pursuant to a resolution adopted by the Committee with
respect to outstanding Awards. No dividends or dividend equivalents shall be paid on Options or SARs.
9. Voting
Unless the Committee has determined otherwise, a Participant shall have the right to direct the vote of shares of
Common Stock subject to an unvested Restricted Stock Award. Unvested shares of Common Stock that are eligible
to vote shall be voted by a Plan Administrator in accordance with instructions received from Participants (unless
to do so would constitute a violation of any applicable exchange rules). Shares subject to unvested Restricted
Stock Awards as to which no instructions are received shall be voted by the Plan Administrator proportionately in
accordance with instructions received with respect to all other unvested Restricted Stock Awards (including, for
these purposes, outstanding awards granted under the Prior Plans and any other “non-qualified” stock incentive
plan of the Company) that are eligible to vote (unless to do so would constitute a violation of any applicable
exchange rules).
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144 Annex B
10. Nontransferability
Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock
issued in connection with the exercise of an Option or a SAR, or vesting of a Stock Award, may not be sold, pledged,
hypothecated, assigned, margined, or otherwise transferred by a Participant in any manner other than by will or
the laws of descent and distribution, unless and until the shares underlying such Award have been issued, and all
restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or
right therein shall be subject to the debts, contracts, or engagements of a Participant or his or her successors in
interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment,
or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien,
levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy and divorce), and
any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way.
Notwithstanding the foregoing, the Committee may permit Options and/or shares issued in connection with an
Option or a SAR exercise that are subject to restrictions on transferability to be transferred one time and without
payment or consideration to a member of a Participant’s immediate family or to a trust or similar vehicle for the
benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect
to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a
permitted transferee.
11. Change of Control of the Company

(a) The Committee may, at the time an Award is made or at any time prior to, coincident with, or after the time of
a Change of Control:
(i) provide for the adjustment of any Performance Conditions as the Committee deems necessary or
appropriate to reflect the Change of Control;
(ii) provide for the cancellation of any Awards then outstanding if the surviving entity or acquiring entity (or
the surviving or acquiring entity’s parent company) in the Change of Control replaces the Awards with
new rights of substantially equivalent value, as determined by the Committee;
(iii) provide that upon an involuntary termination of a Participant’s employment as a result of a Change of
Control, any time periods shall accelerate, and any other conditions relating to the vesting, exercise,
payment, or distribution of an Award shall be waived; or
(iv) provide that Awards shall be purchased for an amount of cash equal to the amount that could have been
obtained for the shares covered by a Stock Award if it had been vested or by an Option or SAR if it had
been exercised at the time of the Change of Control.
(b) Notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the vesting,
payment, purchase, or distribution of an Award may not be accelerated by reason of a Change of Control for
any Participant unless the Participant’s employment is involuntarily terminated as a result of the Change of
Control. For purposes of this Section 11, a Participant’s employment will be deemed to have been involuntarily
terminated as a result of a Change of Control if it is involuntarily terminated other than for Gross Misconduct
at any time beginning on the date of the Change of Control up to and including the first anniversary of the
Change of Control.

Annex B 145
(c) A “Change of Control” shall be deemed to occur if and when:
(i) any person, including a “person” as such term is used in Section 14(d)(2) of the 1934 Act (a “Person”),
is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing 30% or more of the combined voting power of the
Company’s then outstanding securities;
(ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board,
but excluding for this purpose any such individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board;
(iii) all or substantially all of the assets of the Company are sold, transferred, or distributed, or the Company
is dissolved or liquidated; or
(iv) a reorganization, merger, consolidation, or other corporate transaction involving the Company (a
“Transaction”) is consummated, in each case, with respect to which the stockholders of the Company
immediately prior to such Transaction do not, immediately after the Transaction, own more than 50%
of the combined voting power of the Company or other corporation resulting from such Transaction in
substantially the same respective proportions as such stockholders’ ownership of the voting power of the
Company immediately before such Transaction.
12. Award Agreements

Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to
time) that sets forth the terms, conditions, restrictions, and limitations applicable to the Award, including, but not
limited to, the provisions governing vesting, exercisability, payment, forfeiture, cancellation, and termination of
employment, all or some of which may be incorporated by reference into one or more other documents delivered
or otherwise made available to a Participant in connection with an Award. The Committee need not require the
formal execution or acceptance of such document by the Participant, in which case acceptance of any benefit of
the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions,
and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines and practices
of the Company in effect from time to time. Any assertion by an Employee that any term, condition, limitation, or
restriction of the Award as specified in the Award Agreement is invalid or not binding on such Employee because of
his or her non-acceptance of the Award Agreement (or any portion thereof) shall be deemed a refusal of the Award
and the Employee shall cease to be a Participant with respect to the Award, which shall be immediately cancelled.
Each Award Agreement shall provide for forfeiture or cancellation of unvested Awards if it is determined that a
Participant engaged in Gross Misconduct on or prior to a vesting date.
13. Tax Withholding

Participants shall be solely responsible for any applicable taxes (including without limitation income, payroll,
and excise taxes) and penalties, and any interest that accrues thereon, which they incur under applicable law in
connection with the receipt, vesting, or exercise of any Award. The Company and its Subsidiaries shall have the
right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant,
or may permit or require shares to be tendered or sold (including shares of Common Stock delivered or vested in
connection with an Award) in an amount sufficient to cover withholding of, any federal, state, local, foreign, or other
governmental taxes or charges required by law, or hypothetical taxes required to be paid by a Participant pursuant
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146 Annex B
to a tax-equalization policy for expatriate employees, and to take such other action as may be necessary to satisfy
any such withholding or payment obligations. The value of any shares allowed to be withheld or tendered for tax
withholding may not exceed the amount allowed consistent with fixed plan accounting in accordance with GAAP, to
the extent applicable. To the extent that a number of shares of Common Stock sufficient to satisfy a tax withholding
obligation of the Company may not be withheld (whether because the Award has not vested in full pursuant to its
terms, administrative procedures in effect at such time, applicable accounting principles, or any other reason),
it shall be a condition to the obligation of the Company to issue shares of Common Stock upon the exercise of
an Option or a SAR, or in settlement of any vested Award, that a Participant pay to the Company, on demand,
such amount as may be requested by the Company for the purpose of satisfying any actual tax withholding (or
hypothetical tax) liability. If the amount is not timely paid to the Company in cash by such Participant, the Company
may cancel the Award and refuse to issue such shares.
14. Repayment Obligations and Right of Set-Off

(a) If the Committee determines that all conditions to vesting and payment or distribution of an Award (or any
portion thereof), or the vesting and exercisability of an Option or SAR (or any portion thereof), were not
satisfied in full on the scheduled vesting date (including but not limited to, any Performance Condition),
the Committee shall cancel such vesting and refuse to issue or distribute shares or cash and immediately
terminate the Participant’s rights with respect to such Award (or improperly vested portion thereof). If any
such Award (or portion thereof) has already been paid, distributed, or exercised, the Participant shall be
obligated, upon demand, to: (i) in the case of an improperly vested Stock Award, return the amount of any
cash payment received in settlement of the Stock Award (or improperly vested portion thereof), or if settled
in shares, the number of shares of Common Stock issued in settlement of the Stock Award (or improperly
vested portion thereof), or make a cash payment in an amount equal to the Fair Market Value of such shares
on their vesting date, if greater than their Fair Market Value on the date they are due to be returned to the
Company; or (ii) in the case of an improperly exercised Option or SAR, make a cash payment in an amount
equal to the gain realized upon exercise of such Option or SAR (or improperly vested or exercised portion
thereof), in each case, without reduction for any shares of Common Stock or cash withheld or paid to satisfy
withholding tax or hypothetical tax obligations in connection with such Awards or any other obligation of the
Participant.
(b) To the extent not prohibited by applicable law, and consistent with the requirements of Section 409A of
the Code, if applicable, the Company will have the right to offset against its obligation to deliver vested
shares of Common Stock or make any vested cash payment pursuant to any Award granted under the Plan:
(i) any amounts paid by the Company or a Subsidiary to a third party pursuant to any award, judgment,
or settlement of a complaint, arbitration, or lawsuit of which a Participant was the subject; and (ii) any
outstanding amounts (including, without limitation, travel and entertainment or advance account balances,
loans, repayment obligations under any Awards granted under the Plan, or awards granted under any other
plan, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate
benefit) that a Participant then owes to the Company or a Subsidiary.
15. Other Benefit and Compensation Programs

Awards granted under the Plan and amounts received upon vesting or exercise of an Award shall not be deemed
a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits under
any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless
specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation
that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such
vesting requirements and other terms, conditions, restrictions, and limitations as may be provided in the
Award Agreement.

Annex B 147
16. Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed
to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the
Company and any Participant or other person. To the extent that any Participant holds any rights by virtue of
an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and
shall not confer upon any Participant or any other person or entity any right, title, or interest in any assets of the
Company.
17. Expenses of the Plan

The expenses of the administration of the Plan shall be borne by the Company and its Subsidiaries. The Company
may require Subsidiaries to pay for the Common Stock issued under the Plan to Participants employed (or formerly
employed) by such Subsidiaries.
18. Rights as a Stockholder

Unless the Committee determines otherwise, a Participant shall not have any rights as a stockholder with respect
to shares of Common Stock covered by an Award until the date the Participant becomes the holder of record with
respect to such shares. No adjustment will be made for dividends or other rights for which the record date is prior to
such date, except as provided in Section 6(d) or Section 8.
19. Future Rights

No Employee shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of
uniformity of treatment of Employees under the Plan. Further, the Company and its Subsidiaries may adopt other
compensation programs, plans, or arrangements as they deem appropriate or necessary. The adoption of the
Plan or the granting of any Award shall not confer upon any Employee any right to continued employment in any
particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the
Company or a Subsidiary to terminate the employment of its Employees at any time, free from any claim or liability
under the Plan. Unless expressly provided otherwise elsewhere in the Plan or in an Award Agreement, Awards under
the Plan shall be made in anticipation of future service and/or subject to other vesting conditions and will not be
earned until all conditions to vesting have been satisfied.
20. Amendment and Termination

The Plan may be amended, suspended, or terminated at any time by the Committee, provided that no amendment
shall be made without stockholder approval, if it would (a) materially increase the number of shares available under
the Plan (other than pursuant to Section 6(d)), (b) materially expand the types of awards available under the Plan,
(c) materially expand the class of persons eligible to participate in the Plan, (d) materially extend the term of the
Plan, (e) materially change the method of determining the exercise price of an Award, (f) delete or limit the Plan’s
prohibition against Repricing, or (g) otherwise require approval by the stockholders of the Company in order to
comply with applicable law or the rules of the New York Stock Exchange (or, if the Common Stock is not traded on
the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is then
traded or quoted). No such amendment referred to above shall be effective unless and until it has been approved by
the stockholders of the Company. The Committee retains the right to modify an Award without a Participant’s prior
consent if it determines that the modification is required to comply with applicable law, regulation, or regulatory
guidance (including applicable tax law). Except as may be provided by Section 7(e), Section 11, and this Section 20,
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148 Annex B
any other adverse modification shall not be effective without the Participant’s written consent. The Company
shall furnish or make available to Participants a written notice of any modification through a brochure, prospectus
supplement, or otherwise, which notice shall specify the effective date of such modification.
21. Successors and Assigns

The Plan and any applicable Award Agreement entered into under the Plan shall be binding upon and inure to
the benefit of the respective successors and permitted assigns of Participants, including, without limitation,
the executors, administrators, or trustees of a Participant’s estate, or any receiver or trustee in bankruptcy or
representative of a Participant’s creditors.
22. Governing Law

The Plan and all Award Agreements entered into under the Plan shall be construed in accordance with and
governed by the laws of the State of New York, except that any principles or provisions of New York law that would
apply the law of another jurisdiction (other than applicable provisions of U.S. federal law) shall be disregarded.
Notwithstanding the foregoing, matters with respect to indemnification, delegation of authority under the Plan,
and the legality of shares of Common Stock issued under the Plan, shall be governed by the Delaware General
Corporation Law.
23. Tax Compliance

Awards granted hereunder shall comply with or be exempt from Section 409A of the Code, unless otherwise
determined by the Committee. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant
is entitled to receive a payment on a specified date, such payment shall be deemed made as of such specified
date if it is made (a) not earlier than 30 days before such specified date, and (b) not later than December 31 of the
year in which such specified date occurs or, if later, the fifteenth day of the third month following such specified
date; provided that the Participant shall not be permitted, directly or indirectly, to designate the taxable year in
which such payment is made. If, pursuant to any Award that is subject to Section 409A of the Code, a Participant
is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall
be treated as a right to a series of separate payments and not as a right to a single payment. For purposes of
the preceding sentence, the term “series of installment payments” has the same meaning as provided in Section
1.409A-2(b)(2)(iii) of the regulations promulgated under the Code. Notwithstanding any provision of this Plan to the
contrary, in no event shall the Company or any Subsidiary be liable to a Participant on account of an Award’s failure
to (a) qualify for favorable U.S. or foreign tax treatment, or (b) avoid adverse tax treatment under U.S. or foreign
law, including, without limitation, Sections 409A and 457A of the Code.
24. Severability
If any provision of this Plan is finally held to be invalid, illegal, or unenforceable (whether in whole or in part),
such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or
unenforceability, and the remaining provisions shall not be affected thereby; provided that, if any such provision
is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum
extent necessary in order to make such provision enforceable.

Citigroup Inc.

Citigroup Inc. Notice of Annual Meeting and Proxy Statement: April 21, 2020

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Citigroup Inc. Notice of Annual Meeting and Proxy Statement: April 21, 2020

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2020 Citigroup Inc.

Notice of Annual Meeting

April 21, 2020

Annual Meeting Location:

March 11, 2020

At the Annual Meeting, shareholders will vote on a number of important

Thank you for your support of Citi.

 020 Board Letter to

Citi 2020 Proxy Statement

Michael L. Corbat Peter B. Henry Diana L. Taylor

(Intentionally Left Blank)

Notice of Annual Meeting of Stockholders

• At the meeting, stockholders will be asked to:

By order of the Board of Directors,

(Intentionally Left Blank)

Proxy Statement Highlights

Meeting and Board and Corporate Governance

Citi 2020 Proxy Statement

Ellen M. Costello 65 2016 Former President and CEO, BMO Financial

John C. Dugan 64 2017 Chair, Citigroup Inc.

Duncan P. Hennes 63 2013 Co-Founder and Partner, Atrevida Partners, LLC

Peter B. Henry 50 2015 Dean Emeritus and W. R. Berkley Professor of

Renée J. James 55 2016 Chair and CEO, Ampere Computing, and

Diana L. Taylor 65 2009 Former Superintendent of Banks, State of

Compensation committee member

Corporate Governance Highlights

Alignment with Stockholders Compensation Governance Adherence to Corporate

Citi 2020 Proxy Statement

Our Investor Engagement Program*

Annual Stockholders’ Meeting

Environmental, Social and

Board of Directors Senior Management

Environmental Environmental & Operations &

Sustainable Progress Performance Highlights* — 2019

Collaborated with 100+ global

The Principles for Responsible Banking

Implementing the TCFD Recommendations

Citi 2020 Proxy Statement

Executing a business Taking a stand on Reporting transparently

Maintaining a focus on Catalyzing innovation through

Social Performance Highlights – 2019

Provided more than Supported local communities

Engaged 120,000 CITI

The UN Sustainable Development Goals: Citi Priorities

About the 2020 Annual Meeting

Citi 2020 Proxy Statement

Q: What will I be voting on?

A: • Election of Directors (see pages 46-70).

An agenda will be distributed at the meeting.

Q: How many votes do I have?

Q: How many votes can be cast by all stockholders?

Q: How many votes must be present to hold the meeting?

Q: How do I get a printed proxy card?

Requesting a proxy card

Q: Can I change my vote?

Q: Could other matters be decided at the 2020 Annual Meeting?

Q: What happens if the meeting is postponed or adjourned?

Could emerging developments regarding the coronavirus affect our ability to

Q: Do I need to register to attend the 2020 Annual Meeting?

Corporate Governance Materials Available on Citi’s Website

• Corporate Governance Guidelines

Corporate Governance Guidelines

020 Board Letter to