Citigroup Gives Pandit $16.5M With Strings

Story updated to reflect the 2015 vesting date.

NEW YORK (TheStreet) -- Citigroup (C) CEO Vikram Pandit could receive more than $16.5 million if he avoids regulatory trouble, grows earnings and keeps the bank out of the headlines -- but he also could face a "Citi clawback."

Pandit will receive deferred stock in the amount of $10 million that will vest from 2012 through 2015 if he meets certain "non-financial criteria," according to a filing with the Securities and Exchange Commission late Thursday.

The criteria include "regulatory considerations" such as capital levels and risk management efforts, "responsible finance" practices that will be measured through "performance metrics" like opinion surveys and "talent development," which refers to the CEO's succession plans.

Pandit would also receive another $6,651,600 through Citigroup's "Key Employee Profit Sharing Plan" if the bank earnes a cumulative pretax income for the three years of at least $12 billion.

Finally, the Citigroup CEO will receive 500,000 options during the same period valued at various strike prices.

The filing says that a sale restriction on the deferred compensation shares will remain until Dec. 31, 2015, and all of the awards will be subject to a clawback feature.

The clawback feature is key especially because regulators, such as the Federal Deposit Insurance Corp., are pushing the measure as way to enforce the Wall Street pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Earlier this year, the FDIC board voted 5-0 for a proposal that would allow boards to revoke, or claw back bank executive and director pay for nearly two years in the future if they are found "substantially responsible" for a bank failure.

"Under his leadership, the management team has navigated Citi through the crisis, returned Citi to profitability and is executing a strategy for sustainable growth," Citigroup Chairman Richard Parsons said in the filing. "The long-term, multi-year, performance-based structure of this award is designed to retain Vikram as our CEO and reward him for future performance benefitting the company and our shareholders."