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Citi Revises Executive Pay Plan, Proxy Advisors Unsatisfied

Following shareholders’ concerns on Wednesday, the Wall Street giant – Citigroup Inc. C revised the performance pay plan of its senior executives, according to a regulatory filing. Under the new plan, revisions were made to executives’ performance-based share awards based on Citigroup’s shareholders’ returns compared to peers such as Bank of America Corp. BAC, The Goldman Sachs Group Inc. GS and J.P. Morgan Chase & Co. JPM.

Notably, per a clause in the plan, if shareholders’ returns be positive, executives will be awarded more than 100% of their annual performance-based compensation. Such a plan ensures executives are not paid bonuses higher than previous amount on falling returns of shareholders though performs well compared with peers.

However, Institutional Shareholder Services (ISS) – the analyzer of corporate proxies and advisor of big investors in voting their shares, was not satisfied with the new plan. Therefore, ISS advised shareholders to vote against Citigroup's new plan at the annual meeting in April. Another advisory firm, Glass Lewis & Co. also recommended shareholders to vote no on the bank’s “say on pay” vote last week.

“Citigroup’s pay program is ultimately discretionary and the compensation committee’s decision to award CEO Corbat his highest pay package to date is not justified by the company’s lagging stock price performance,” ISS said in the report, referring to Mike Corbat. “Citigroup’s current pay structure has generated considerable wealth for the CEO but not yet for investors,” ISS wrote.

It has been noted that shares of Citigroup have dropped around 18% year to date on oil price concerns, low interest rates and uncertain emerging markets to which the company is exposed to a greater extent compared to peers. Moreover, the bank’s shares are trading at a huge discount. Therefore, rewarding executives, including the CEO seems unacceptable given the current scenario.

In a statement, Citigroup Chairman, Michael O’Neill said the bank’s board disagrees with ISS and Glass Lewis. “We believed that it was important to reward the team based on the progress made, knowing that the team has more work to do,” Mr. O’Neill said.

Notably, the CEO’s pay package was determined based on Citigroup’s strong performance in 2015 along with progress toward achieving financial targets. Particularly, the board of directors recognized that under Corbat’s leadership, the New York based-banking giant reported net income of $17.2 billion in 2015 – the highest since 2006. Additionally, the Federal Reserve's approval of Citigroup's capital plan under the 2015 Comprehensive Capital Analysis and Review (CCAR) signaled enhanced capital strength of the company.

Considering Citigroup’s improving performance, the company’s fundamentals remain highly promising with a diverse business model and strong balance sheet. Restructuring efforts including streamlining moves should continue to ease its burden on the expense base, thereby supporting the company’s financials. However, several issues including the stringent regulatory landscape and litigation risks remain major near-term headwinds.

Citigroup currently carries a Zacks Rank #4 (Sell).

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