8-KLeadership ChangesExhibits & Filings

CITIGROUP INC 8-K Report, Executive Changes (Jun 19, 2020)

Filed June 19, 2020For Securities:CC-PNC-PR

Summary

This 8-K filing from Citigroup Inc. details a material change in the compensation structure for Paco Ybarra, the Chief Executive Officer of the Institutional Clients Group (ICG). Effective for 2020, Mr. Ybarra's annual base salary has been increased to £1,000,000 from £850,000, and his annual fixed role-based allowance has been raised to £5,500,000 from £4,478,000. These adjustments were approved by the Personnel and Compensation Committee and are intended to align his total compensation with the market median for his role, while also adhering to U.K. and E.U. regulatory requirements. The filing emphasizes that these compensation adjustments are not tied to 2020 performance but are solely based on Mr. Ybarra's role and responsibilities. Notably, U.K. and E.U. regulations dictate that his annual incentive award cannot exceed two times his fixed compensation and must be entirely deferred. The final 2020 incentive award will be determined post-year-end, contingent on both financial and non-financial performance metrics.

Key Highlights

  • 1Citigroup Inc. announced an increase in the base salary and fixed role-based allowance for Paco Ybarra, CEO of the Institutional Clients Group (ICG).
  • 2Effective for 2020, Mr. Ybarra's annual base salary increased from £850,000 to £1,000,000.
  • 3His annual fixed role-based allowance increased from £4,478,000 to £5,500,000.
  • 4The compensation adjustments are intended to align Mr. Ybarra's pay with the market median for his role and comply with U.K. and E.U. regulatory guidance.
  • 5The changes are stated to be unrelated to 2020 performance and are based solely on role and responsibilities.
  • 6U.K. and E.U. regulations require Mr. Ybarra's annual incentive award to be deferred and not exceed two times his fixed compensation.
  • 7The final 2020 annual incentive award will be determined after year-end based on performance factors.

Frequently Asked Questions

This 8-K filing specifically addresses changes to the compensation of Paco Ybarra, the CEO of the Institutional Clients Group. The company is disclosing these adjustments because they represent a material change in executive compensation, as required by SEC regulations. The changes aim to align his compensation with market rates for his significant role and ensure compliance with relevant U.K. and E.U. regulations.

No, the filing explicitly states that the changes in base salary and role-based allowance are not reflective of, or dependent upon, 2020 Company or individual performance. They are based solely on Mr. Ybarra's role and responsibilities within the company and are intended to align with market median compensation for his position.

The U.K. and E.U. regulations impose specific requirements on Mr. Ybarra's incentive compensation. His annual incentive award cannot exceed two times his fixed compensation (base salary plus role-based allowance), and his entire incentive award for 2020 must be deferred. This means there is no immediate bonus payout, and the actual amount will be determined after the year-end based on performance.

Mr. Ybarra's annual base salary increased by £150,000 (from £850,000 to £1,000,000), and his annual fixed role-based allowance increased by £1,022,000 (from £4,478,000 to £5,500,000). This results in a total increase in his fixed compensation of £1,172,000.