Lead Counsel - Corporate Governance (Hybrid)

As a lawyer supporting Citigroup’s Corporate Governance team, this individual will work with a team of attorneys and legal professionals located in the US that provides legal support and guidance to the Boards of Directors and Committees of Citigroup Inc. and Citibank, N.A. as well as certain other subsidiaries, is responsible for Citi’s Proxy Statement and Annual Shareholders Meeting, operates Citi’s Shareholder Relations function, shapes and guides governance practices and policies for the Company, engages with investors on Environmental, Social, and Governance (ESG) topics, handles Director compensation and Section 16 compliance for the Board and Executive Officers, among other responsibilities. This individual will support senior attorneys in the team and interact with colleagues across the Company on a variety of governance matters.

The successful candidate will have significant understanding of and experience with Corporate Governance matters, the ability to work independently and efficiently, will work well under deadlines, and have excellent drafting and research skills.

Responsibilities:

• Prepare first drafts of Committee minutes for review and editing by senior lawyers
• Draft, review, and edit sections of the proxy statement, assist with drafting of no action letters and management comments and perform annual meeting related research
• Conduct corporate governance-related research
• Assist with subsidiary governance matters
• Prepare first draft of Section 16 filings
• Oversee and assist with review of Citi’s Director Compensation Program and periodic compensation payments
• Assist with Directors & Officers (D&O) Insurance Renewal application
• Assist with Director Independence Review process
• Assist with Director Conflicts of Interests processes
• Assist with NYSE filing requirements
• Assist with drafting of Forms 8-K
• Assist with materials and minutes collection for regulatory examinations and internal audits
• Assist with requests for corporate governance information requests and filings from Citi’s global legal staff

Qualifications:

• 5+ years of professional experience
• Experience with legal issues specific to Corporate Governance, Delaware General Corporate Law, and governance requirements of bank regulators (OCC, FRB, FDIC, etc.)
• Experience drafting and reviewing minutes, resolutions and Board and Committee meeting materials
• Experience with subsidiary governance matters
• Experience working with confidential and sensitive matters
• Keen understanding of emerging legal trends and risks, including developing areas of Corporate Governance
• Securities Law knowledge and experience, including drafting of Proxy Statements, Forms 8-K, Section 16 filings, no action letters, management comments;
• Experience with stock exchange listing requirements and filings;
• Experience negotiating and drafting commercial agreements with service providers, such as agreements with stock transfer agents;
• Superior organizational and analytical skills
• Clear and concise written and verbal communication skills
• Proven ability to apply sound judgement while managing assignments in a demanding, fast-paced environment
• Bar license in good standing to practice law

Education:

• Juris Doctorate or equivalent law degree

This job description provides a high-level review of the types of work performed. Other job-related duties may be assigned as required.

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Job Family Group:

Legal

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Job Family:

Legal - Enterprise

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Time Type:

Full time

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Primary Location:

Tampa Florida United States

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Primary Location Full Time Salary Range:

$140,640.00 - $210,960.00

In addition to salary, Citi’s offerings may also include, for eligible employees, discretionary and formulaic incentive and retention awards. Citi offers competitive employee benefits, including: medical, dental & vision coverage; 401(k); life, accident, and disability insurance; and wellness programs. Citi also offers paid time off packages, including planned time off (vacation), unplanned time off (sick leave), and paid holidays. For additional information regarding Citi employee benefits, please visit citibenefits.com. Available offerings may vary by jurisdiction, job level, and date of hire.

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Most Relevant Skills

Please see the requirements listed above.

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Other Relevant Skills

For complementary skills, please see above and/or contact the recruiter.

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Anticipated Posting Close Date:

Sep 29, 2025

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Citi is an equal opportunity employer, and qualified candidates will receive consideration without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, disability, status as a protected veteran, or any other characteristic protected by law.

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View Citi’s EEO Policy Statement and the Know Your Rights poster.