Citi names CEO Fraser chair, gives her one-time pay award

• Key insight: Citi is the last of the four U.S. megabanks to give the chair role to its CEO.
  
• Expert quote:  "As we get more and more of the hard yards behind us, my excitement about what's possible for Citi grows exponentially," said CEO Jane Fraser, who is adding the chair title.
  
• Forward look: Citi is still working on efforts to improve its risk management compliance and internal control systems, but says that over two-thirds of its risk programs are now at or near the bank's target state.
  

Citi CEO Jane Fraser is taking on an additional title, and getting a hefty one-time compensation boost, at the $2.6 trillion-asset company.

The megabank's board of directors has elected Fraser to be chair of the board, as John Dugan passes the torch after six years in the position, according to a Citi press release Wednesday afternoon. The move reflects "the board's intent to ensure leadership continuity," Citi said.

The company said its "progress is directly tied to Fraser's track record as CEO."

Fraser, who took the helm of Citi as chief executive in 2021, was granted a one-time equity award of $25 million in restricted stock units, plus 1.055 million Citi stock options in connection with her new title, the bank said Wednesday.

Fraser became the first woman to lead a Wall Street bank when she was appointed, and she's still the only woman in such a role. She was named American Banker's No. 1 Most Powerful Woman in Banking in 2025.

"As we get more and more of the hard yards behind us, my excitement about what's possible for Citi grows exponentially," Fraser said in a prepared statement Wednesday.

Dugan, who will become lead independent director of the board, said in a prepared statement that "Citi is a fundamentally different place than it was when these roles were separated."

Fraser, 58, has architected a massive business overhaul since her appointment, which has included slimming and simplifying operations and focusing on higher-revenue, lower-expense businesses. The changes have included the divestiture of more than a dozen overseas retail franchises. The bank is still working on its separation from Banamex, its Mexican retail unit.

Under Fraser's direction, Citi has also made progress on an enterprise-wide effort to improve its risk management compliance and internal control systems, including enhanced automation and digitization. Over two-thirds of the risk programs are now at or near the bank's target state.

Fraser's new title means that all of the CEOs of the four largest U.S. banks also serve as chairs of their boards.

In July, Wells Fargo announced it would appoint President and CEO Charlie Scharf to be chairman of its board, and award him a special equity grant of $30 million, along with more than one million stock options. Scharf took on the chairman role this month.

Wells said in a press release it would create a lead independent director role "to support the Board's continued independent oversight."

Merging the CEO and chair role isn't universally supported. Shareholders of banks like JPMorganChase, Goldman Sachs and Bank of America have submitted proposals over the years to split the positions.

Proponents say keeping the jobs separate helps provide more checks and balances. Some bank executives, like JPMorgan Chairman and CEO Jamie Dimon, have argued that there isn't an evident benefit of splitting the positions.

Citi had long been one of the final holdouts among major banks that weren't led by a joint chair-CEO.

Also this week, Fraser was appointed co-chair of the U.S.-Saudi Business Council board of directors. Along with Lubna Olayan, chair of the corporate board of The Olayan Group in Saudi Arabia, Fraser will "provide strategic direction and leadership to advance the council's mission as the organizational hub and champion of bilateral business between the United States and Saudi Arabia," according to a press release announcing Fraser's appointment.

Allissa Kline contributed to this report.