Citigroup’s Pandit and Chief Aid Get $7 Million Exit

Former Citigroup Inc. (NYSE: C) CEO Vikram Pandit will be paid approximately $6.7 million as he departs the company. Former chief operating officer John Havens, will receive slightly more, according to an SEC filing.

Each will give up some portion of large retention employment contracts.

In the 8-K:

Subject to the conditions set forth in the Agreements, the Board of Directors of the Company (the “Board”) has granted Messrs. Pandit and Havens $6,653,333 and $6,792,222 as incentive awards, respectively, for their significant contributions to Citigroup during 2012. The structure of the awards for service in 2012 is intended to be similar to the general structure of other annual incentive awards made to executive officers of the Company. The awards will be paid 40% in immediately available cash (subject to reduction for amounts required to be reimbursed to Citigroup for personal expenses where such expenses were incurred). The remaining 60% will be paid in deferred cash that will be delivered in four equal installments promptly following each of January 20, 2014, 2015, 2016 and 2017, consistent with the timing of Company’s general deferred cash award program, subject to clawbacks and provided that specified conditions described below are satisfied, as well as other terms and conditions of the awards.

And:

Each of Messrs. Pandit and Havens will forfeit or continue to vest in awards previously granted to them, as required under the terms of those awards. Specifically, under the terms of the long-term performance retention awards granted to him in May 2011, Mr. Pandit will no longer have the opportunity to earn the profit sharing, unvested stock option, or deferred stock components of the retention award. Under the terms of the long-term performance retention awards granted to him in February 2011, Mr. Havens will no longer have the opportunity to earn the profit sharing component of his retention award and he will no longer have the right to vest in a portion of his stock option component; in addition, he will forfeit other awards.

Douglas A. McIntyre