8-KLeadership ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Executive Changes (Nov 8, 2019)

Filed November 8, 2019For Securities:CC-PNC-PR

Summary

Citigroup Inc. (C) has filed an 8-K report detailing the separation of a named executive officer, Stephen Bird, former CEO of Global Consumer Banking. The filing indicates that Mr. Bird will remain employed through January 7, 2020, to facilitate a smooth transition. Notably, Mr. Bird is not entitled to any severance payments or benefits under the separation agreement, aligning with the company's standard separation policies. However, in recognition of his 2019 contributions, the Personnel and Compensation Committee has approved a performance-based incentive award of $11.85 million for Mr. Bird. This award is structured with 40% paid in cash upon agreement execution and the remaining 60% deferred and payable in four equal installments between January 2021 and January 2024. The deferred portion is subject to clawbacks and cancellation under specific conditions related to material adverse outcomes, misconduct, or failure to supervise, as well as Mr. Bird's compliance with restrictive covenants, including non-solicitation clauses.

Key Highlights

  • 1Stephen Bird, former CEO of Global Consumer Banking, is separating from Citigroup.
  • 2Mr. Bird will remain employed until January 7, 2020, to assist with the transition.
  • 3No severance payments or benefits are due to Mr. Bird upon his separation.
  • 4A performance-based incentive award of $11.85 million has been granted to Mr. Bird for his 2019 contributions.
  • 5The incentive award is structured as 40% immediate cash and 60% deferred cash paid over four years.
  • 6The deferred portion of the award is subject to vesting conditions, clawbacks, and potential cancellation for misconduct or material adverse outcomes.
  • 7Mr. Bird must comply with restrictive covenants, including a one-year non-solicitation agreement.

Frequently Asked Questions

The 8-K filing indicates Stephen Bird is separating from his role as CEO of Global Consumer Banking. The specific reasons for his departure are not detailed beyond the separation agreement.

No, according to the filing, Mr. Bird is not entitled to any severance payments or benefits under the separation agreement or any other company plan or policy.

Mr. Bird has been granted a $11.85 million performance-based incentive award for his 2019 contributions. This award is paid partly in cash immediately and the remainder is deferred cash payable over four years, subject to certain conditions.

Yes, the deferred portion is subject to vesting, clawback provisions, and can be cancelled in whole or in part if Mr. Bird is found to have had significant responsibility for a material adverse outcome, engaged in misconduct, or failed to adequately supervise employees who caused harm to the company or resulted in regulatory sanctions.