[ by Melanie Gretchen ] Citigroup's decision to award $15 million in compensation to its CEO, and $39 million collectively to other executives and directors, has touched a huge nerve among Americans who harbor deep-seated ill will toward big banks and big businesses.  First, Citigroup shareholders voted resoundingly against the large pay packages, by a margin of 55% to 45%.  While Citigroup is not legally obligated to act in accordance with that vote, the sentiment on the Street is that Citigroup should heed, in some manner, to shareholder frustrations. Now, a Citi shareholder has filed suit against Vikram Pandit and his management team, while naming the Citigroup directors who, by voting for the generous pay packages, supposedly violated their fiduciary obligations to the very shareholders they represent. And this is just the beginning.  We have not heard from OWS, or Occupy Wall Street - who seem preoccupied with the Wells Fargo annual shareholders meeting in San Francisco.  Perhaps when Citigroup management learns how to pass an "open book examination" - i.e., the recent Bank Stress Test - then maybe, just maybe, they may be deserving of some sort of financial rewards. Shareholder Lawsuit. The shareholder claimant charges the Board of Directors with breach of fiduciary duties for having awarded top executives of the bank excessive pay packages for 2011 - a period of time when the company’s performance has been, at best, disappointing.  The suit was filed under a provision of the Dodd Frank Reform Act - the "say on pay" - which gives shareholders the right to vote on the compensation of the executives, although such votes will typically be non-binding. If the suit goes to trial, the shareholder goes on to win, it will effectively transfer power away from Directors and into the hands of shareholders - at least on the issue of executive compensation policies.  From there, shareholders no doubt will seek to expand their voice into other areas of the bank, like staffing and yearly bonus payouts. For its part, Citi has said the suit is without any merit and its lawyers will seek to have the suit dismissed. For further details, go to [Zacks Equity Research via Yahoo! Finance, 4/23/12].