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This excerpt taken from the C DEF 14A filed Mar 20, 2009. Awards
made by the committee in January 2009
Compensation decisions were made in recognition of the
extraordinary events of 2008 balanced against the need to retain
resources critical to the future profitability of the Company.
These decisions also reflect the terms of the securities
purchase agreement.
Significantly reduced bonus pools for senior executives.
The securities purchase agreement
required that the bonus pool for the top 51 executives at
Citi — the members of the senior leadership committee
and the management executive committee (including the named
executive officers) — be reduced by at least
40 percent from the amounts for the comparable prior
periods. Accordingly, the bonus pool for the senior leadership
committee was reduced by 43 percent from the prior period.
In addition, the bonus pool for the 15 management executive
committee members was reduced by 57 percent from the prior
period. The structure of these awards was also significantly
changed.
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Specifically, in January 2009 the committee approved the
following awards to the named executive officers:
The committee made equity awards in 2009 and in prior years
based on the grant date fair value of the awards and not on the
accounting treatment of current or prior awards in Citi’s
financial statements under the Statement of Financial Accounting
Standards (sfas)
No. 123 (revised 2004), “Share-Based Payment”
(sfas 123(r))
or other applicable accounting standards. Under
sec rules, the
treatment in the
Summary Compensation Table of equity awards is based on those
accounting principles. As a result of this requirement, equity
awards with the same terms may differ in value as presented in
the Summary Compensation Table depending on an executive’s
age and length of service with Citi, and therefore, it may be
difficult to discern the committee’s judgments about
executive performance for 2008.
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