Executive Compensation at Citi

In light of yesterday's vote by shareholders, we wanted to share some information about our CEO's compensation in recent years.

In February 2009, in the midst of the financial crisis, Citi CEO Vikram Pandit pledged to accept only $1 per year until Citi returned to sustained profitability. Mr. Pandit received no incentive compensation for 2008, 2009, or for 2010, when Citi earned $10.6 billion--its first full year of profitability since the financial crisis. Citi also earned $11.1 billion in 2011 and, including the first quarter of 2012, has now been profitable for nine straight quarters.

In 2011, recognizing that there was no effective retention compensation for Mr. Pandit in place, and given his success in achieving positive operating results, defining the company's strategy, building a strong risk management function, as well as his efforts to instill a culture of responsible finance, Citi's Board of Directors approved a retention award for Mr. Pandit to provide a financial incentive for him to remain as CEO. The award includes an appropriate balance of short-, medium- and long-term goals with an emphasis on creating sustainable shareholder value and carefully managing risk. Because each component of the retention award is subject to performance conditions, the ultimate value to Mr. Pandit will result from the successful deployment and execution of strategies approved by Citi's Board. These retention awards do not fully vest until December 31, 2015.

This year the Board decided to bring Mr. Pandit's annual compensation more in line with levels at other global banks. In addition to a salary, that includes restoring incentive compensation that is closely linked to Citi's performance.

With this said, the Board takes the shareholder vote on executive compensation very seriously and, along with senior management, will consult with representative shareholders to understand their concerns. The Personnel and Compensation Committee of the Board will carefully consider their input going forward.