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C » Topics » Nonqualified Deferred Compensation

This excerpt taken from the C DEF 14A filed Mar 20, 2009.
Nonqualified Deferred Compensation
                                         
            Aggregate
 		       
    Executive
 		  Registrant
 		  Earnings
 		      Aggregate
    Contributions
 		  Contributions
 		  in Last
 		  Aggregate
 		  Balance at
    in Last Fiscal
 		  in Last Fiscal
 		  Fiscal
 		  Withdrawals/
 		  Last Fiscal
Name   Year($)   Year($)   Year($)   Distributions($)   Year End($)
 
 
Stephen Volk
  $ 0     $ 1,300,000 (1)   ($ 923,723 )   $ 0     $ 376,277  
 
(1)  This amount is the initial principal amount of the deferred cash retention award and was previously reported as compensation in the Summary Compensation Table for 2007.
 
On January 22, 2008, Mr. Volk received a deferred cash retention award in connection with his status as a named executive officer based on compensation for 2007. He received no cash incentive award for 2007. The award was deferred in accordance with its terms and was not deferred at the election of Mr. Volk. The value of the award is increased or decreased according to the total return on Citi stock; the earnings measure is determined under the terms of the award and not by Mr. Volk. The award vests over two years and under its terms, is payable in the event of death, disability, change of control of Citi, or involuntary termination not for gross misconduct. The award does not allow for payout on voluntary retirement and is subject to the limitations on severance pay imposed by eesa.
 
This excerpt taken from the C DEF 14A filed Mar 13, 2008.

Nonqualified Deferred Compensation

 

Name    Executive
Contributions
in Last Fiscal
Year($)		     Registrant
Contributions
in Last Fiscal
Year($)		    Aggregate
Earnings
in Last
Fiscal
Year($)		     Aggregate
Withdrawals/
Distributions($)		    Aggregate
Balance at
Last Fiscal
Year End($)		  

Michael Klein

    $ 6,253,221 (1)   $ 0    ($ 2,875,334 )(2)   $ 0    $ 3,377,886 (3)

 

On December 29, 2006, Mr. Klein agreed to defer distribution of his outstanding deferred stock awards until the earlier of (a) the year he is not reasonably expected to be a “covered employee” for purposes of section 162(m) of the IRC whose compensation is required to be reported in Citi’s proxy statement or (b) the year in which he is no longer employed by Citi. The deferral arrangement was entered into at the request of Citi primarily due to the tax effect on Citi of Mr. Klein’s compensation.

 

(1)

  

This amount is the value as of January 20, 2007 of 114,738 shares of deferred stock that were granted to Mr. Klein in prior fiscal years that vested on January 20, 2007, and that were deferred pursuant to the arrangement described above.

(2)

  

This amount excludes the dividend equivalents paid in 2007 on the deferred shares subject to Mr. Klein’s deferral arrangement because these amounts are paid currently and are not deferred. These dividend equivalents are included in the total amount of the dividend equivalents paid to Mr. Klein during the last fiscal year, as shown on the chart appearing in the General Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table. The column includes the notional loss during the year on the vested shares deferred through this arrangement.

(3)

  

This amount is the value as of December 31, 2007 of the 114,738 vested shares that were then subject to the deferral arrangement and were awarded to Mr. Klein in prior fiscal years. The value of the deferred stock awards that were granted to Mr. Klein in prior fiscal years were not previously reported in the summary compensation table for those years because Mr. Klein was not a named executive officer of Citi prior to 2008.

 

This excerpt taken from the C DEF 14A filed Mar 13, 2007.

Nonqualified Deferred Compensation

Mr. Rubin is a party to an employment agreement dated as of October 26, 1999 (as amended), and


 

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Table of Contents

pursuant to this agreement, the cash component of Mr. Rubin’s annual incentive award from 1999 though 2005 was deferred into a nonqualified trust established by Citigroup. The deferral arrangement was entered into at the request of Citigroup, primarily to facilitate Citigroup’s tax planning. The amount deferred for each such year has been previously disclosed in the Summary Compensation Table in the proxy statement as annual bonus compensation. For each of 2005 and 2004, the amount deferred was $8,400,000; for each of 2003, 2002, and 2001, the amount deferred was $10,250,000; for 2000, the amount deferred was $10,250,018; and for 1999, the amount deferred was $1,881,976, for a total of $59,681,994. Each year’s contribution to the trust was previously disclosed in Citigroup’s proxy statement for the applicable year as annual bonus compensation. The remainder of the aggregate balance constitutes the total cumulative earnings from 1999 through 2006.

 

The following is the Nonqualified Deferred Compensation Table, showing the earnings of the trust in 2006 and the value of the assets held in the trust at the end of 2006:

 

Name   

Aggregate

Earnings in
Last Fiscal
Year

    Aggregate
Balance at
Fiscal Year
End

Robert E. Rubin

    $ 1,676,153    $ 65,643,140

 

The earnings on the deferrals are the actual market rate of earnings on the trust assets, net of taxes and expenses, including investment gains and losses in addition to interest and dividends on investments. Mr. Rubin may direct the trustee as to the categories and proportions of the investment of the trust assets, and may also direct that the trustee retain one or more investment managers to invest such assets. Trust assets may be, and are, invested in illiquid asset classes for which no public market is available. Mr. Rubin will be entitled to a full distribution of the trust assets in the event that he terminates employment with Citigroup for any reason, whether voluntary or involuntary, or in the event of a material breach of his employment agreement or the trust agreement by Citigroup.

 

In 2006, the trust was amended to permit Mr. Rubin to receive a distribution of $17,296,394 on January 26, 2007 from the trust, and Mr. Rubin’s deferred stock awards granted before 2007 that are scheduled to vest in 2007, 2008 and 2009 will be deferred into the trust. Neither Mr. Rubin’s total yearly compensation awarded by the committee, nor the disclosure of the amounts of that compensation, is affected by the existence of or payments into the trust, nor by the 2006 amendment to the trust.

 

EXCERPTS ON THIS PAGE:

DEF 14A
Mar 20, 2009
DEF 14A
Mar 13, 2008
DEF 14A
Mar 13, 2007

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