The most striking feature of Vikram Pandit's big retention bonus was the fuss Citigroup Inc. made about it.

The New York banking giant released an easy-to-read, media-friendly regulatory note late Wednesday spelling out the details of a package of cash and stock that could net its chief executive tens of millions of dollars.

Citigroup's filing was the equivalent of a billboard in Times Square compared with the brief pay disclosures most banks prefer. Citi's read like a press release, with a jargon-free summary and statement from Citi Chairman Richard Parsons lauding Pandit for an "outstanding job."

"There's a confidence that's found in this," said Robert Voth, managing partner of CT Partners, a compensation consulting firm in Cleveland.

In general, all big banks are restructuring their executives' compensation to put more emphasis on stock or cash awards that depend on how well the company does over three to five years. Several large banks handed out retention awards in 2010. Wells Fargo & Co. CEO John Stumpf received a performance-based stock award valued at $11 million at the time, U.S. Bancorp CEO Richard Davis got a stock grant worth about $7 million and BB&T Corp. CEO Kelly King got $5 million of stock.

Pandit's retention award appears to be more lucrative and complicated than what they got, but pay experts noted that Citi is bigger and more complex than most banks. Also, Pandit was paid $1 in 2009 and 2010. (Citigroup received a massive federal bailout after the financial meltdown, but the government has sold all its interest in the company save the Federal Deposit Insurance Corp.'s $3 billion trust-preferred securities holdings.)

The tone, clarity and depth of Citigroup's 8-K filing with the Securities and Exchange Commission were unusual when compared with how other giant banks have detailed pay changes for top executives, experts said.

When Bank of America Corp. CEO Brian Moynihan got a $9 million stock grant in January, the Charlotte company made note of it in a to-the-point, by-the-numbers filing with the SEC. News of JPMorgan Chase & Co. CEO Jamie Dimon's $17 million stock bonus for 2010 came out even more under the radar in a February Form-4 filing, a single-page note that resembles a federal tax withholdings statement.

Citigroup went a step further by explaining how and why it was giving Pandit, 54, a lucrative reason to stick around for the next four years. That extra transparency is a kind of advanced damaged control against charges that Pandit's bonus is inappropriate or undeserved. It makes the case to investors and investor watchdogs that Pandit's retention award is necessary and aboveboard.

It keeps him from being lured away by rivals — but it is no simple giveaway. The payout of the complex bundle of cash and stock incentives depends on Citi's profits and management goals. The package could be worth more than $40 million should Citi performance meet analyst expectations, according to an estimate by Bloomberg.

One pay consultant — speaking anonymously because of past business ties to Citi — described Citigroup's filing as an "advocacy piece" that tells "their story first."

It is more than just simple public relations, the consultant said. It establishes a narrative for investors to follow should a compensation or investor watchdog raise questions about Pandit's award. Citi, more than most banks, may be more prone to that sort of charge because it had more problems, and received more government assistance, than most banks.

Pandit's award and the disclosure are unlikely to compel other companies to start adding more flourishes to their pay disclosures because extra forthrightness may have a potential downside: the bigger deal a bank makes of an executive's pay, the more that executive becomes identified with their paycheck.

His award has three parts: a $10 million deferred stock award; a "key employee profit-sharing plan" that awards him 0.06% of Citi's profits — at least $6.5 million a year — if earnings exceed $12 billion; and 500,000 Citigroup options, with strike prices of $41.54 to $60 per share.

Pandit's annual salary was raised to $1.75 million in January.


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