More Citi shareholders vote 'no' on say-on-pay

• Key insight: Citi's annual say-on-pay resolution received far less support this year than it did in 2025. A proxy advisory firm had recommended a "no" vote.
  
• What's at stake: The steep year-over-year decline is indicative of concerns about a one-time equity award and stock options granted to CEO Jane Fraser in connection with her being named board chair.
  
• Forward look: While the vote is advisory in nature, Citi may have to do some extra work this year to understand shareholders' concerns.

Citi shareholders approved the megabank's say-on-pay resolution Wednesday, but support for the measure fell steeply from last year, amid opposition to the size and structure of a one-time equity award to CEO Jane Fraser.

Citi's executive pay proposal received 60.3% support at the bank's annual shareholder meeting, according to preliminary results. The bank's prior-year pay proposal received 91% support.

The New York bank's results mirror the outcome at Wells Fargo , which also granted a large one-time equity award to its CEO last year. Wells, which held its annual meeting at the end of April, received shareholder support of 65.5% for its latest say-on-pay resolution. That was a considerable slide from last year, when the bank scored about 93% support.

U.S. banks have been required to include the so-called "say-on-pay" resolutions in their proxy statements since the financial crisis. The proposals are nonbinding, which means that even if shareholder support dwindles or shareholders outright reject an individual bank's executive pay proposal, the board of directors isn't required to make any changes to the pay packages.

For both Citi and Wells, the proxy advisory firm Institutional Shareholder Services recommended a "no" vote this year, citing concerns related to one-time equity awards granted to Fraser and Wells Fargo CEO Charlie Scharf. The firm also took issue with the way the two banks decide how much to pay in incentive compensation. ISS said the banks' methods are "guided by performance assessments but ultimately discretionarily determined."

Last fall, Fraser received a one-time equity award and stock options, valued at a combined $60 million, in connection with her appointment as Citi's board chair. Scharf received a similar package, also valued at $60 million, when he was appointed board chair at Wells.

Citi did not immediately respond Wednesday to a request for comment on the outcome of the say-on-pay proposal.

In its report on Citi, ISS recommended that shareholders reject the executive pay proposal, saying that "a quantitative pay-for-performance misalignment has been identified" at the bank. ISS criticized "the lack of performance vesting criteria" related to Fraser's one-time equity award, adding that "this concern is compounded by the award's very large grant value."

The proxy advisory firm also argued in favor of certain additional disclosures around Citi's incentive-pay determination process, saying "such disclosures are important for establishing a clear pay-for-performance linkage."

When banks receive less than 70% say-on-pay approval, ISS expects them to conduct outreach to better understand shareholders' concerns.

Fraser and Scharf are part of a group of seven big-bank CEOs whose pay packages soared to $40 million or more in 2025. The list also includes the CEOs of JPMorganChase, Bank of America, Goldman Sachs, Morgan Stanley and Capital One Financial. Goldman Sachs CEO David Solomon's 2025 pay package of $47 million led the group. It rose 20% year over year.

Waning shareholder satisfaction regarding executive compensation was evident last year, as Goldman, Truist Financial and Citizens Financial Group faced upticks in shareholder disapproval. While each of their individual say-on-pay resolutions passed, overall shareholder support declined from the prior year.

All of those banks encountered at least one proxy advisory firm in 2025 that recommended a "no" vote for executive compensation. Much of the criticism related to special, one-time bonuses to top executives.

Some of the banks have fared better this year. In 2026, support for Goldman's resolution increased to about 70%, according to data compiled by ISS-Corporate, up from about 66% a year ago.

Truist and Citizens received 91.5% and 82.6% support, respectively, at their 2026 meetings, data from ISS-Corporate shows. Last year, both banks registered about 59% support for say-on-pay.

Citi's annual shareholder meeting, which was again held virtually, concluded 33 minutes after it began and included a live question-and-answer session. No shareholder proposals were presented, marking the first time in years that the $2.8 trillion-asset bank hasn't faced at least one resolution brought forth by an individual shareholder or a larger shareholder group.

Last year, the bank faced four shareholder proposals.