Citigroup Say-On-Pay Support Drops to 60.3% on $60M CEO Award
Citi's say-on-pay resolution secured just 60.3% support at its annual meeting, down from 91% last year. Shareholders objected to CEO Jane Fraser's $60 million one-time equity award and stock options, prompting proxy adviser ISS to recommend a 'no' vote over misaligned vesting criteria.
1. Vote Outcome Decline
At its annual meeting Citi’s say-on-pay resolution received 60.3% shareholder support, down sharply from 91% in 2025. The result mirrors a 65.5% support level at Wells Fargo after a similar one-time award, signaling broader investor unease over large CEO grants.
2. Proxy Adviser Criticism
Institutional Shareholder Services urged shareholders to reject the pay proposal, highlighting a quantitative pay-for-performance misalignment and the absence of performance vesting criteria for CEO Jane Fraser’s one-time $60 million equity award and stock options.
3. Implications and Next Steps
Despite its nonbinding nature, the weak advisory vote pressures Citi’s board to address investor concerns through enhanced compensation disclosures, refined vesting metrics, and targeted shareholder engagement before the next annual meeting.