Citigroup's board of directors elected chief executive Jane Fraser as chair on 22 October 2025, recombining the roles of CEO and board chair at the bank. John Dugan, who had served as chair since 2019, became lead independent director.
The board also granted 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. The units will vest, and the options become exercisable, on a pro-rata basis following the third, fourth and fifth anniversaries of the grant date.
Citi said the actions reflected the board's intent to ensure leadership continuity as the bank works to strengthen business performance, execute its Transformation programme and deliver enhanced shareholder value. It linked that progress to Fraser's record since she became chief executive in 2021, including a refreshed strategy, the completion of nearly all divestitures of its international consumer businesses, the recruitment of senior business leaders and the simplification of operations. The bank said it was now operating at or near target state for two-thirds of its Transformation programmes.
LEAD INDEPENDENT DIRECTOR ROLE
As lead independent director, Dugan will continue to perform many of the leadership and oversight functions he carried out as chair, according to the bank. He will continue to meet shareholders, regulators and other constituents, take a leading role in the board's self-assessment and in CEO performance, compensation and succession processes, and chair the board's Transformation Oversight Committee. Dugan joined the board in 2017 after serving as its counsel for several years.
“Citi is in a fundamentally different place than it was when these roles were separated,” Dugan said. Fraser said the bank had “shown that we can meaningfully grow our returns for our shareholders.”
The change brings Citi's leadership structure closer to those of rivals such as JPMorgan Chase and Morgan Stanley, where Jamie Dimon and Ted Pick respectively hold both the chief executive and chair roles.
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