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.
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 Citis 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 executives age and length of service with Citi, and therefore, it may be difficult to discern the committees judgments about executive performance for 2008.