Citigroup Inc. Reports CEO Jane Fraser Elected Board Chair and Receives One-Time Equity Award
Summary
On October 22, 2025, Citigroup Inc. (Citi) announced that its Board of Directors elected Jane Fraser, Citi's Chief Executive Officer, as Chair of the Board, with John Dugan becoming Lead Independent Director (via Ex. 99.2). Concurrently, the Board granted Ms. Fraser a one-time equity award, consisting of Restricted Stock Units with a grant date value of $25 million and 1.055 million Citigroup stock options. These RSUs will vest and options become exercisable pro-rata over the third, fourth, and fifth anniversaries of the grant date. These actions aim to ensure leadership continuity and acknowledge Ms. Fraser's track record in strengthening business performance and executing the company's transformation.
Why It Matters
This update is material as it signifies the Board's strong confidence in CEO Jane Fraser's leadership and strategic execution by electing her as Chair and granting a substantial one-time equity award. This aims to ensure leadership continuity and drive enhanced shareholder value, reflecting the Board's belief in her ability to strengthen business performance and complete the company's transformation.
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Key Quote
“The Award reflects the Board's desire to ensure management continuity, to acknowledge Ms. Fraser's extraordinary leadership of Citi and to reflect developments in the market regarding CEO compensation.”
— From Item 5.02
Filing Details
Reported Items
Additional Information
- CIK Number
- 0000831001
- Filing Date
- Wednesday, October 22, 2025
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- positive