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C » Topics » Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.This excerpt taken from the C 8-K filed Nov 17, 2009. Item 5.02(e). Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Compensation
Determinations for Certain Senior Executive Officers
On
November 11, 2009, the Personnel and Compensation Committee of the Board of
Directors of Citigroup Inc. (the “Committee”) approved an increase in the 2009
annual base salary for John Gerspach, Chief Financial Officer, from $400,000 to
$500,000, and for James Forese, Co-Head, Global Markets, from $225,000 to
$475,000, each in accordance with the approval granted by the Office of the
Special Master for TARP Executive Compensation in the Determination Memorandum
attached to its October 22, 2009 letter to Citigroup (the “Determination
Memorandum”). These increases are effective retroactive to November
1, 2009. The Committee did not increase the 2009 annual base salary
of Vikram Pandit, Chief Executive Officer, which remains $1 per year, or of
Stephen Volk, Vice Chairman, which remains $500,000 per year.
The
Committee also granted “stock salary” awards for fiscal year 2009, with values
of $2,916,666, $5,433,333 and $3,400,000 for Messrs. Gerspach, Forese and Volk,
respectively, in accordance with the approval granted by the Determination
Memorandum. No award of “stock salary” was made to Mr.
Pandit. The “stock salary” will be awarded in shares of Citigroup
common stock issued under the 2009 Citi Stock Payment Program (the
“CSPP”). Awards will be made under the CSPP on November 30, 2009 to
all executives who are eligible to participate in the CSPP. The
number of shares of common stock granted to the executives will be determined by
dividing the value of the award by the NYSE closing price on November 30,
2009. All awards made pursuant to the CSPP conform to the terms for
“stock salary” payments set forth in the Determination Memorandum.
As with
awards granted to all Citigroup executives under the CSPP, the shares of
Citigroup common stock awarded to Messrs. Gerspach, Forese and Volk pursuant to
the “stock salary” awards described above will be immediately vested on the
award date. Except as to shares withheld by Citigroup to satisfy tax
withholding obligations, all such shares can only be sold or transferred by the
executives in three equal annual installments beginning on January 20, 2011,
provided that if Citigroup repays its obligations under the Troubled Asset
Relief Program, or TARP, each annual installment can be sold or transferred one
year earlier.
All
“stock salary” awards under the CSPP are subject to the Emergency Economic
Stabilization Act of 2008, as amended, and the regulations or interpretations
promulgated thereunder, as well as the terms of the agreements between Citigroup
and U.S. government.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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