Proxy Statement (Form DEF 14A)

Physical Address:

4300 Six Forks Road

Raleigh, North Carolina 27609

Principal Office Mailing Address:

Post Office Box 27131

Raleigh, North Carolina 27611-7131

Time and Date

Tuesday, April 29, 2025

9:00 a.m. EDT

Virtual Location

www.virtualshareholdermeeting.com/FCNCA2025
 

Record Date

March 3, 2025
 

2025 Annual Proxy Statement  

 
Votes Required

for Approval

Board  

Recommendation 

Election of 11 directors

Plurality of votes cast in the election by holders of Class A Common and Class B Common represented at the meeting and voting together as one class

✓ 

VOTE "FOR" 

EACH NOMINEE 

Advisory vote on

executive compensation

Majority of votes entitled to be cast with respect to shares of Class A Common and Class B Common represented at the meeting and voting together as one class

✓ 

VOTE "FOR" 

PROPOSAL 2 

Ratification of appointment of independent accountants

Majority of votes entitled to be cast with respect to shares of Class A Common and Class B Common represented at the meeting and voting together as one class

✓ 

VOTE "FOR" 

PROPOSAL 3 

INTERNET

Visit www.proxyvote.comand follow the instructions on your proxy card.

TELEPHONE

Call 1-800-690-6903and follow

the instructions on your proxy card.

MAIL

Mark, sign, and date your proxy card

and mail it in the enclosed envelope.

DURING THE MEETING

Vote online during the meeting by following the instructions on the

virtual meeting platform.

Our vision is realized by cultivating a foundation that includes both a strong business strategy and a unified culture. A relationship-based, client-centered, and long-term focused approach supports our strategic objectives and reinforces a culture that prioritizes shared values and behaviors. These unwavering commitments position us to support our clients, colleagues, and communities in pursuing their greatest ambitions. Our client-centric approach has always been the bedrock of who we are, building deep and lasting relationships that prioritize the client experience. Our long-term focus allows us to make strategic decisions and investments designed to build long-term value and stability for all stakeholders, while skillfully managing risk along the way.

Our human resources team works to identify and deploy the critical talent needed to support these strategic objectives and our unified culture. We make talent attraction and retention a priority by offering learning and development opportunities, internal career mobility, a comprehensive total rewards package, and a welcoming values-based culture.

We value diversity - in people, in the markets we serve, and in the products

2025 Annual Proxy Statement  

Principal

Occupation

Independent   

Director?   

Committee 

Membership 

(C=Chair) 

Ellen R. Alemany

 69

Retired; our former Vice Chairwoman and former Chairwoman and Chief Executive Officer of CIT

Victor E. Bell III

 68

Chairman and President, Marjan, Ltd.

✔  

CNG (2) 

Risk 

Peter M. Bristow

 59

Our and FCB's President

Hope H. Bryant

 62

Our and FCB's Vice Chairwoman

Executive 

Trust 

Dr. Eugene Flood, Jr.

 69

Managing Partner, A Cappella Partners

✔  

Risk 

Trust 

Frank B. Holding, Jr.

 63

Our and FCB's Chairman and Chief Executive Officer

Robert R. Hoppe

 73

Retired; former partner, PricewaterhouseCoopers LLP

✔  

Risk (C) 

Executive 

Risk  Management  Expert 

David G. Leitch

 64

Retired legal counsel; former Global General Counsel, Bank of America Corporation

✔  

Audit 

CNG 

Robert E. Mason IV

 66

Chairman, Robert E. Mason and Associates, Inc.

✔  

CNG 

Risk 

Robert T. Newcomb

 64

Retired; former Owner, Chief Executive Officer, and President, Newcomb and Company

✔  

Lead  

Independent  

Director  

CNG (C) 

Audit 

Executive 

R. Mattox Snow III

 61

Partner and Chairman of the Governing Board of Forvis Mazars, LLP

✔  

Audit 

Trust 

Does not include meetings of working groups of directors.

CNG refers to our Compensation, Nominations and Governance Committee.

2025 Annual Proxy Statement  

Reward sustained long-term performance and long-term service and loyalty.

●  Long-Term Incentive Plan Awards.Approved the grant of new cash-based performance awards under FCB's Long-Term Incentive Plan (the "LTIP") for a three-year performance period (2024-2026) based on the same performance criteria as in prior years (growth in the tangible book value per share of our common stock plus cumulative dividends paid per share).

Balance business risk with sound financial policy and stockholders' interests and align the interests of executive officers with the long-term interests of stockholders by encouraging growth in the value of our company and our stockholders' investments.

●  Continued Focus on Performance-Based Compensation Relative to Total Compensation.Continued to increase the percentages of the total compensation for our named executive officers ("NEOs") that is performance based and to focus on performance-based compensation as a substantial component of our NEOs' total compensation.

●  LTIP Performance Goals.Continued to base LTIP performance awards for executive officers primarily on the growth in tangible book value, which the CNG Committee believes is a key driver of long-term value.

●  Merger Performance Plan.Approved award opportunities under FCB's Merger Performance Plan ("MPP") to motivate and reward eligible associates, including executive officers, who have significant involvement in and responsibility for post-acquisition processes by offering them cash incentives dependent on realization of benefits to our company and stockholders of the CIT Merger and the SVB Acquisition. Performance objectives with respect to the CIT Merger included the optimization of merger cost savings and synergies, and performance objectives with respect to the SVB Acquisition included timely integration achievement. Performance objectives with respect to both transactions included risk management, individual performance, our overall results, and other related specific goals. The award opportunity for the CIT Merger is expected to be the final opportunity under the MPP with respect to that transaction.

●  Incentive Compensation Risk Management Program.Completed implementation of enhancements to the Incentive Compensation Risk Management Program to include ongoing risk-balancing processes and mechanisms to help identify and mitigate risks that might arise from incentive compensation arrangements.

●  Clawback Policies.Maintained policies and other mechanisms to clawback executive compensation in the event of material miscalculations, including those resulting from accounting restatements, or significant violations of our Code of Ethics that result in financial or reputational impact to us.

Attract, motivate, and retain talented executive officers, and provide compensation to executive officers that is competitive with comparable financial services companies.

●  Future Pay Competitiveness.Continued to assess, with the assistance of its independent compensation consultant, the future competitiveness of our executives' compensation against comparably sized banking and financial services institutions with which we compete in order to provide competitive compensation programs that attract, retain, and motivate talented executives with strong track records of success, and to help assure a high performing and stable leadership team.

Board Composition 

and Independence 

●  Independent Director Nominees. Seven of 11 director nominees are independent.

●  Annual Independence Determination.The CNG Committee reviews the independence of outside directors each year in connection with the Boards' annual determination of director independence.

●  Annual Election of Lead Independent Director.Independent directors each year select a Lead Independent Director who has broad authority and responsibility over Board governance and operation.

●  Key Committees Independent.Independent directors comprise 100% of the membership of each of the Audit and CNG Committees, and 80% of the membership of the Risk Committee.

●  Regular Executive Sessions.Independent directors meet in executive session on a regular basis without members of management or non-independentdirectors present.

●  Interaction With and Access to Senior Executives, Associates, and Advisors.Independent directors and committees have significant interaction with senior executives and access to other associates and to our outside advisors.

●  Ability to Hire Outside Experts and Consultants.Independent directors and committees have the ability to hire separate outside experts and consultants, at our expense, and to conduct independent investigations.

●  Board Skills and Experience.Board skills and experience are aligned with our overall strategy.

●  Board Orientation and Continuing Education Program.Our Board orientation and continuing education program supports ongoing director development.

●  Board and Committee Self-Evaluation.The CNG Committee coordinates annual Board and committee self-assessments encompassing duties and responsibilities, performance, Board and committee structure, culture, process, and execution.

●  Annual Election of Directors.Directors are elected annually for one-yearterms.

●  Retirement Policy.No person is eligible to stand for election as a director at any stockholder meeting following the calendar year in which he or she reaches 75 years of age. The Board has the ability to waive the policy for compelling reasons. The Board approved no waivers from the retirement policy in connection with the Annual Meeting, resulting in the retirement of three directors upon the conclusion of their current terms of office at the Annual Meeting.

●  Gender and Racial Diversity.Gender and racial diversity are represented on our Board.

●  Board Refreshment. Four of our eight current non-managementdirectors have served for three or fewer years.

●  Diversity of Tenure.Diversity of tenure provides balance of historical knowledge and new perspectives.

2025 Annual Proxy Statement  

●  Chief Executive Officer Evaluations.The CNG Committee conducts annual evaluations of our Chief Executive Officer's performance.

●  Stock Ownership.Each director is encouraged to own an amount of our stock that is significant in light of his or her financial means.

●  No Hedging of our Common Stock.Our Board hedging policy and our Insider Trading Policy prohibit our directors and executive officers, and certain of our other associates, respectively, from hedging any shares of our common stock.

●  No Pledging of our Common Stock.Our Board pledging policy and our Insider Trading Policy generally prohibit any director or executive officer, and certain of our other associates, respectively, from pledging any shares of our common stock that he or she owns or controls, subject to "grandfathered" pledges and exceptions approved by the Audit Committee for pledge arrangements by a director or executive officer that the Committee concludes are not reasonably likely to pose a material risk to our company or the market for our common stock.

●  Service on other Company Boards.Service on the boards of other companies is not restricted, but our Corporate Governance Guidelines state our expectation that such service will not interfere with our directors' abilities to devote the time and attention required to fulfill their duties and responsibilities to us and our stockholders.

●  Annual Review of Corporate Governance Guidelines.The CNG Committee and our Board conduct an annual review of our Corporate Governance Guidelines to ensure alignment with best practices.

●  Independent Compensation Consultant.The CNG Committee retains an independent compensation consultant (which provides no other services to us or FCB) to assist each year in the evaluation of our executive and director compensation programs and in the committee's executive and director compensation decisions and recommendations.

●  Insider Trading Policy. Our Insider Trading Policy and Code of Ethics prohibit trading in our securities, or the securities of any other company with which we do business, by directors, executive officers, and associates while in possession or aware of material non-publicinformation, and disclosing, communicating, other than in accordance with our policies, or otherwise misusing, material non-publicinformation regarding our company or any other company with which we do business. The Policy also requires that our directors, executive officers and certain of our associates obtain preclearance before they trade in shares of our stock and prohibits them from trading shares of our stock at times when we have closed the trading window for our shares.

●  Board's Role in Risk Management.The Boards' role in risk oversight is an integral part of our overall Risk Management Framework, with the Boards administering their oversight functions primarily through committees.

●  Risk Management Framework.Our Risk Management Framework is approved by the Risk Committee, and our Risk Appetite Framework and Statement are managed by the Risk Committee and approved by the Boards.

●  Human Capital Management.The CNG Committee regularly reviews and oversees, with the human resources department, human capital management risks including strategies and initiatives on workforce planning, associate well-being, talent acquisition, retention, and engagement. The Risk Committee, through the Operational Risk and Compliance Risk Committees and the human resources department, receives reports as appropriate with respect to various human resources metrics, such as associate voluntary and involuntary turnover, hiring, succession, and associate demographics.

●  Technology & Cyber Risk/Business Continuity.The Risk Committee periodically reviews information security policies and technology risk management programs and practices that are designed to protect data, records, and proprietary information. The Committee also reviews reports on our business continuity and disaster recovery program that is designed to safeguard against disruptions from events such as cyberattacks, natural disasters, and man-madeevents.

●  Compensation Risk Management.The CNG Committee regularly reviews our compensation philosophy and practices to determine the overall risk profile of our compensation program, and it oversees an annual review of all compensation plans, including all incentive and variable pay plans, to help identify potential risks and provide continuing oversight and mitigation of risks. The Risk Committee also reviews risk related to compensation and generally holds at least one joint meeting with the CNG Committee on an annual basis.

●  Sustainability. Our commitment has always been to deliver for the long-term success of our clients and the communities we serve. We remain committed to integrating sustainable practices into our strategy and operations and promoting positive and lasting impacts and economic opportunity. Our short- and long-term strategy includes supporting our clients in the sustainability and energy space. Our transactions with CIT and SVB added expertise and capabilities to strengthen our product offerings in these areas. We have hundreds of clients across sectors such as: circular economy and resource conservation, electrified transport and alternative fuels, and energy systems and the vehicles of tomorrow.

●  Strategy.Our sustainability strategy is overseen by our Boards, Executive Leadership Team, and a group of leaders across the company representing our risk, finance, and legal departments, among others.

●  Climate Compliance.With oversight and guidance from our sustainability governance structure, we are designing a climate compliance program that we are incorporating into our sustainability strategy for the short-, medium-, and long-term.

●  Pillars of our Culture.Relationship-based, client-centric and long-term focuses are the pillars of our culture upon which we build our programs and deliver on our business strategy.

●  Code of Ethics.Our Boards have adopted a Code of Ethics that applies to all executive officers, directors, and associates, including our financial officers, as well as a code of ethics that applies to contingent workers engaged on a temporary basis through contractual agreements to provide services to FCB.

2025 Annual Proxy Statement  

Culture and Ethics 

(continued)

●  Inclusion.We prioritize creating connections, achieving our clients' goals, fostering a culture of belonging, and promoting educational and engagement opportunities to deepen relationships across the company. Given our relationship-based culture, we believe it is important that associates feel included and valued and that we provide access to resources and opportunities that support long-term business success for FCB and our associates.

●  Onboarding.How we welcome new associates into FCB lays the foundation for their future. We want everyone who joins us to feel welcomed, engaged, and connected to the organization and their team. We recognize that managers play a critical role in building relationships with our new associates and cultivating our client-centric culture, so we support them in these efforts.

●  Associate Satisfaction.We recognize that listening to our associates and their input is integral to providing long-term value for our clients, communities, and stakeholders. We build a strong culture by focusing on aligning business strategy with our values and fostering a work environment where our associates feel valued, respected, and empowered to be their best.

●  Charitable Giving.In our line of work, people come first. That's why we are proud to lend our support to causes that help people in need. As a company, we work with organizations in the communities we serve to help make our communities stronger. Our charitable giving is an important component of our business development efforts and positions us as a responsible corporate citizen, enabling our associates to engage with nonprofit partners.

●  Volunteerism.Associate volunteering is foundational to our commitment to engaging and supporting the communities where we live and work. We encourage our associates to invest their time and expertise through company-sponsored volunteer activities as well as on their own time. Our volunteer paid time off program offers associates the opportunity to support and contribute to organizations and causes important to them.

"you," "your," and similar terms refer to the stockholder receiving this proxy statement;

"we," "us," "our," and similar terms refer to First Citizens BancShares, Inc., and, as the context may require, collectively to us and our subsidiaries, including First-Citizens Bank & Trust Company, our bank subsidiary;

"FCB" refers to First-Citizens Bank & Trust Company;

"associates" refers to our employees;

"our Board" or "the Board" refers to our Board of Directors;

"our Boards" or "the Boards" refers jointly to our Board of Directors and the Board of Directors of FCB;

"FCB-SC"refers to the former First Citizens Bank and Trust Company, Inc., which, along with its parent holding company, First Citizens Bancorporation, Inc., we acquired in a merger transaction during 2014;

"CIT" refers to CIT Group Inc. and, as the context may require, collectively to CIT and CIT Bank, N.A., OneWest Bank, and Mutual of Omaha Bank, CIT's former bank subsidiaries, which we acquired in a merger;

"CIT Merger" refers to our merger with CIT effective on January 3, 2022;

"SVB" refers to Silicon Valley Bank from which, through the Federal Deposit Insurance Corporation ("FDIC") as receiver for Silicon Valley Bridge Bank, N.A. ("SVBB"), FCB acquired certain assets and assumed certain liabilities;

"SVB Acquisition" refers to FCB's acquisition of certain assets and assumption of certain liabilities from FDIC as receiver for SVBB effective on March 27, 2023;

"SEC" refers to the Securities and Exchange Commission; and

"Exchange Act" refers to the Securities Exchange Act of 1934, as amended.

our Board will consist of not less than five nor more than 30 members, and our Board is authorized to set and change the actual number of our directors from time to time within those limits; and

subject to any limitations on service prescribed by the Boards, our directors are elected each year at the annual meeting of stockholders for terms extending to the next Annual Meeting at which directors are elected, or until their deaths, resignations, retirements, removals, or disqualifications, or until their successors have been duly elected and qualified.

2025 Annual Proxy Statement  

Audit, Financial Reporting

or Accounting

Banking Sector Experience

ESG (Environmental,

Social, Governance)

Executive Compensation

and Benefits

Executive Leadership

Government Affairs,

Legal and Compliance

Human Capital Management

Public Company Board Service or
Corporate Governance

Risk Management

Strategic Planning

Technology, Cybersecurity

and Information Security

Ellen R. Alemany

PRINCIPAL OCCUPATION

∎  Retired banking executive

∎  First Citizens BancShares and FCB

Ø Special Advisor to our Chairman and Chief Executive Officer (January 2023 through December 2023)

Ø Former Vice Chairwoman (January 2022 through December 2022)

Ø Employed by FCB from January 2022 to January 2024

∎  CIT Group Inc. and its subsidiary, CIT Bank, N.A.

Ø Chairwoman and Chief Executive Officer (2016-2022)

Ø Director, CIT Group Inc. (2014-2022)

∎  RBS Americas ("RBS")

Ø Head of management structure that oversees Royal Bank of Scotland's American business (2007-2013)

∎  RBS Citizens Financial Group, Inc. (subsidiary of RBS)

Ø Chief Executive Officer and Chairwoman (2008-2013)

∎  CitiGroup (1987-2007)

Ø Chief Executive Officer, Global Transaction Services (2006-2007)

Ø Executive Vice President, Commercial Business Group (2003-2006)

Ø President and Chief Executive Officer, CitiCapital (2001-2006)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Visible and active community leader: Extensive community and public leadership experience, including as a former member of the Global Board of Advisors of Operation Hope.

∎  Management and financial experience: Over 45 years of management experience in banking and financial services, including chief executive experience with a large, multinational commercial bank, as well as global financial management and regulatory experience.

∎  Corporate governance expertise: Service on boards of directors and board committees of public companies and large nonprofits. Served on the Federal Reserve's Federal Advisory Council.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Vice Chairwoman, Center for Discovery

∎  Member, Board of Trustees for The Conference Board

∎  Former Director, Fidelity National Information Services, Inc.

Age: 69

Director Since: 2022

Independent Director: No

Current Board Committee Service:

∎  Risk Committee

Other Current Public Company Directorships

∎  Dun & Bradstreet Holdings, Inc.

2025 Annual Proxy Statement  

Victor E. Bell III

PRINCIPAL OCCUPATION

∎   Chairman and President, Marjan, Ltd. (real estate and other investments)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Management and financial experience: More than 43 years managing, operating and growing a family-owned real estate and investment business.

∎  Market expertise: Familiarity with real estate, real estate-related investment, the medical community and area universities.

∎  Corporate governance expertise: Service on boards of directors and board committees of not-for-profitentities and foundations.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Chairman and President, North Carolina Museum of History Foundation

∎  Chairman and President, Ravenscroft School Foundation

∎  Vice Chairman, A. E. Finley Foundation

∎  Member, Board of Trustees, YMCA of the Triangle

∎  Chairman and President, White Memorial Presbyterian Church Foundation

∎  Past Trustee, North Carolina Retirement Systems division of the Department of State Treasurer

∎  Past Member, Board of Visitors, UNC Lineberger Comprehensive Cancer Center

∎  Past Member, Board of Visitors, Saint Mary's School

Age: 68

Director Since: 2002

Independent Director: Yes

Current Board Committee Service:

∎  Compensation, Nominations and Governance Committee

∎  Risk Committee

Other Current Public Company Directorships

∎  None

Peter M. Bristow

Our and FCB's President

PRINCIPAL OCCUPATION

∎  First Citizens BancShares and FCB

Ø President (since 2014)

Ø Employed by FCB since 2014

∎  First Citizens Bancorporation, Inc. and its subsidiary bank, First Citizens Bank and Trust Company, Inc.

Ø President and Chief Operating Officer (2001-2014)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Strong leader with extensive management and financial experience: 
More than 32 years in the banking industry in retail, wealth management, commercial and small business banking lines.

∎  Market and operations expertise: Intimate knowledge of FCB's South Carolina and Georgia banking markets and operations including Information Technology, Commercial and Retail Credit, and Corporate Real Estate.

∎  Corporate governance expertise: Service on boards of directors and board committees of not-for-profitentities and foundations.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Director, North Carolina Community Foundation

∎  Director, North Carolina Museum of Art Foundation

∎  Former Member, Board of Trustees, Saint Mary's School

Age: 59

Director Since: 2014

Independent Director: No

Current Board Committee Service:

∎  None

Other Current Public Company Directorships

∎  None

Family Relationship:

∎  Mr. Bristow is the brother-in-lawof Mr. Holding and Mrs. Bryant

Hope H. Bryant

Our and FCB's Vice Chairwoman

PRINCIPAL OCCUPATION

∎  First Citizens BancShares and FCB

Ø Vice Chairwoman (since 2011)

Ø Executive Vice President (2002-2011)

Ø Employed by FCB since 1986

KEY EXPERIENCE AND QUALIFICATIONS

∎  Strong leader with extensive management and financial experience: Over 35 years of experience with FCB, including managing expansion into new markets and as past President of our former subsidiary, IronStone Bank.

∎  Visible and active community leader: Extensive community and industry leadership experience, including past service on the board of directors of the North Carolina Bankers Association.

∎  Corporate governance expertise: Service on boards of directors and board committees of not-for-profitentities and foundations and non-publiccommunity financial institutions.

∎  Other financial institution experience: Serves as a director of SoutheBancShares (N.C.), Inc., and Fidelity BancShares (N.C.), Inc., and their respective bank subsidiaries.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Member, Board of Trustees, YMCA of the Triangle

∎  Member, Ambassador's Committee, 2022 U.S. Women's Open

∎  Member, Board of Trustees and Chair of Finance Committee, Woodberry Forest School

∎  Past Member, Ravenscroft School Advisory Board

∎  Past Director, North Carolina Bankers Association

Age: 62

Director Since: 2006

Independent Director: No

Current Board Committee Service:

∎  Executive Committee

∎  Trust Committee of FCB's Board

Other Current Public Company Directorships

∎  None

Family Relationship:

∎  Mrs. Bryant is the sister of Mr. Holding and the sister-in-lawof Mr. Bristow

2025 Annual Proxy Statement  

Dr. Eugene Flood, Jr.

PRINCIPAL OCCUPATION

∎  Managing Partner, A Cappella Partners (family office focused on business, for profit and not-for-profitboard activity, community services and philanthropic efforts) (since 2013)

∎  Senior Advisor, 33 Capital Management, LTD (investment adviser in family office) (since 2023)

∎  Managing Partner, Flood Mason Holdings (consulting and investment platform) (since 2023)

∎  Director, Chairman of Risk Committee and Member of Human Capital and Compensation Committee of Janus Henderson Group plc Board of Directors (since 2017)

∎  Director, Grubb Properties (real estate investment manager) (since 2022)

∎  Member, Advisory Board of C Street Advisory Group (since 2021)

∎  Managing Partner, Next Sector Capital (investment management) (2015-2022)

∎  President and Chief Executive Officer, Smith Breeden Associates (asset management firm) (2000-2010)

∎  TIAA-CREF(asset management and retirement planning firm)

Ø Executive Vice President (2011-2012)

Ø Trustee and Investment Committee Chair, CREF and TIAA-CREF Mutual Fund (2003-2010)

∎  Morgan Stanley (investment banking and financial services firm) (1987-1999)

∎  Assistant Professor of Finance, Stanford Business School (1982-1987)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Extensive investment management and financial expertise: Over 35 years of expertise in investment management, mutual fund, and investment adviser services within the global asset management industry. Dr. Flood's experience spans line, executive and board-level leadership roles in firms operating across institutional and retail markets worldwide, encompassing all major asset classes in both public and private sectors.

∎  Risk and compliance oversight: Over 35 years of extensive experience in risk management and technology in both sell-side and buy-sidefirms, including trading desks, market-making positions and portfolio management positions, and extensive interaction with risk management professionals around the world. Dr. Flood regularly attends risk management conferences and has spoken and written on the subject.

∎  Corporate governance, financial, and audit: Corporate governance experience and deep knowledge of financial and audit-related matters, gained through service on the boards of three companies with over $200 billion in assets, including publicly traded companies, as well as several other for-profitand non-profitorganizations; included in Savoy magazine's 2024 list of Most Influential Corporate Directors.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Chair, Advisory Board, Institute for Global Health and Infectious Diseases, University of North Carolina at Chapel Hill

∎  Member, Board of Trustees, Research Corporation for Science Advancement

∎  Member, Investment Committee, Boston Children's Hospital

∎  Member, Advisory Council of the Milken Center for Advancing the American Dream

∎  Former Board Member, Financial Accounting Foundation, Financial Accounting Standards Board, and Governmental Accounting Standards Board

∎  Former Director, The Foundation of the Carolinas

∎  Former Member, Steering Board, Eshelman Institute

Age: 69

Director Since: 2023

Independent Director: Yes

Current Board Committee Service:

∎  Risk Committee

∎  Trust Committee of FCB's Board

Other Current Public Company Directorships

∎  Janus Henderson Group plc

Frank B. Holding, Jr.

Our and FCB's Chairman and

Chief Executive Officer

PRINCIPAL OCCUPATION

∎  First Citizens BancShares and FCB

Ø Chairman (since 2009)

Ø Chief Executive Officer (since 2008)

Ø President (1994-2009)

Ø Employed by FCB since 1983

KEY EXPERIENCE AND QUALIFICATIONS

∎  Strong leader with extensive management and financial experience: Over 40 years of experience with FCB. Has an intimate knowledge of our business and its culture, values, goals, and strategic operations.

∎  Visible and active community leader: Service on boards of directors and board committees of not-for-profitentities and foundations.

∎  Corporate governance expertise: Extensive public and business leadership experience including serving as a director and member of various committees of other public and non-publiccompanies.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Director, Mount Olive Pickle Company

∎  Trustee, Wake Forest University

∎  Past Member, Advisory Board, Duke Energy Corporation

∎  Past Member (former Chairman), Board of Trustees, Blue Cross and Blue Shield of North Carolina

∎  Past Director, Global Transpark Foundation

∎  Past Director (former Chairman), North Carolina Chamber Foundation

∎  Past Director (former Chairman), North Carolina Chamber of Commerce

∎  Past Vice Chairman and Director, Institute for Defense and Business

Age: 63

Director Since: 1993

Independent Director: No

Current Board Committee Service:

∎  Executive Committee (Chairman)

Other Current Public Company Directorships

∎  flyExclusive, Inc.

Family Relationship:

∎  Mr. Holding is the brother of Mrs. Bryant and the brother-in-lawof Mr. Bristow

Robert R. Hoppe

Risk Management Expert

PRINCIPAL OCCUPATION

∎  Retired

∎  Former Certified Public Accountant and partner, PricewaterhouseCoopers LLP (1983-2007)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Extensive financial and accounting experience: 34 years in public accounting serving clients in the public, private, nonprofit and governmental sectors and industries, including manufacturing, healthcare, distribution, utilities and smaller financial service clients.

∎  Corporate governance experience: Prior service as director and vice chairman of the audit and risk committees for another financial institution. Active in civic and professional organizations throughout his career.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Director (past Chairman), Salvation Army of Greater Charlotte

∎  Former director of First Citizens Bancorporation, Inc. and First Citizens Bank and Trust Company, Inc., Columbia, S.C.

Age: 73

Director Since: 2014

Independent Director: Yes

Current Board Committee Service:

∎  Executive Committee

∎  Risk Committee (Chairman)

Other Current Public Company Directorships

∎  None

2025 Annual Proxy Statement  

David G. Leitch

PRINCIPAL OCCUPATION

∎  Retired legal counsel

∎  Bank of America (2016-2022)

Ø Vice Chair (2021-2022)

Ø Global General Counsel (2016-2021)

∎  Ford Motor Company

Ø Group Vice President and General Counsel (2005-2015)

∎  Executive Office of the President, The White House

Ø Deputy Counsel to the President of the United States (2002-2005)

∎  Federal Aviation Administration

Ø Chief Counsel (2001-2002)

∎  Hogan and Hartson L.L.P. (now Hogan Lovells US LLP) (1987-1990 and 1993-2001)

Ø Partner (1994-2001)

Ø Counsel (1993)

Ø Associate (1987-1990)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Extensive management and business experience. Over 35 years of business experience, including six years at a large financial institution, overseeing the company's legal functions and relationships with regulatory and law enforcement authorities around the world.

∎  Visible and active community leader. Championed pro bono service by bank attorneys, including co-foundingthe Charlotte Triage project, which supports Legal Aid of North Carolina-Charlotte and the Charlotte Center for Legal Advocacy.

∎  Corporate governance experience. Extensive corporate governance experience, having served as chief legal advisor to boards of directors and senior management for over 17 years; as co-chairof Disclosure Committee for Ford Motor Company; and on various nonprofit and public company boards.

∎  Regulatory and governmental experience. Significant experience in regulatory and governmental roles, including as Chief Counsel at the Federal Aviation Administration and Deputy Counsel to the President of the United States.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Member, American Law Institute

∎  Member, Association of General Counsel

∎  Member, Virginia State Bar

∎  Member, District of Columbia Bar

∎  Member, Michigan State Bar

∎  Member, Bar of U.S. Supreme court and various federal circuit and district courts

∎  Member, Fourth Circuit Judicial Conference

∎  Member, Executive Committee of United States Golf Association

∎  Former Director, Talmer Bank (now a part of Huntington Bank)

Age: 64

Director Since: 2024

Independent Director: Yes

Current Board Committee Service:

∎  Audit Committee

∎  Compensation, Nominations and Governance Committee

Other Current Public Company Directorships

∎  None

Robert E. Mason IV

PRINCIPAL OCCUPATION

∎  Chairman and past Chief Executive Officer, Robert E. Mason and Associates, Inc. (industrial automation and engineering services)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Extensive management and business experience: Over 37 years of experience in managing, operating, and growing a successful industrial automation and engineering services business with a national and international business perspective.

∎  Corporate governance experience: Service on boards of directors and board committees of not-for-profitentities and foundations.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Board Member, Crosland Foundation

∎  Past Member, Board of Trustees, Episcopal High School, Alexandria, VA

∎  Former Member, Advisory Board of UNC Charlotte Lee College of Engineering

Age: 66

Director Since: 2007

Independent Director: Yes

Current Board Committee Service:

∎  Compensation, Nominations and Governance Committee

∎  Risk Committee

Other Current Public Company Directorships

∎  None

Robert T. Newcomb

Lead Independent Director

PRINCIPAL OCCUPATION

∎  Retired

∎  Former President, Chief Executive Officer, and owner, Newcomb and Company (mechanical contractors) (1991-2023)

KEY EXPERIENCE AND QUALIFICATIONS

∎  Extensive management and business experience: Over 32 years of experience in managing, operating and growing a successful mechanical contracting company.

∎  Corporate governance experience: Service on boards of directors and board committees of not-for-profitentities.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Director, Raleigh Cemetery Association (Oakwood Cemetery)

∎  Member, Board of Trustees (former Annual Campaign Chair), YMCA of the Triangle

Age: 64

Director Since: 2002

Independent Director: Yes

Current Board Committee Service:

∎  Compensation, Nominations and Governance Committee (Chairman)

∎  Audit Committee

∎  Executive Committee

Other Current Public Company Directorships

∎  None

2025 Annual Proxy Statement  

R. Mattox Snow III

PRINCIPAL OCCUPATION

∎  Partner and Chairman of the Governing Board, Forvis Mazars, LLP (assurance, tax and consulting services) (expected retirement May 2025)

KEY EXPERIENCE AND QUALIFICATIONS

∎ Extensive management and business experience: Over 30 years in the accounting and audit profession where he has most recently served as Chairman of the Governing Board of Forvis Mazars. Prior to that, he served as the Chief Executive Officer of Dixon Hughes Goodman, one of Forvis Mazars' predecessors. He has also served as an audit partner at an international accounting firm where he spent more than 20 years working with public companies in the financial services, manufacturing and restaurant industries, and was named an SEC partner.

∎  Corporate governance experience: Service on governing boards and committees of a private entity and nonprofits.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

∎  Vice Chairman of the Governing Board of Forvis Mazars Global, Ltd., a global network comprising Forvis Mazars and Forvis Mazars Group SC, with representative firm locations in over 100 countries

∎  Former Board Member and Chairman of the Audit and Finance Committee, American Institute of CPAs and former Chairman of its Major Firms Group

∎  Former Member, Board of Visitors, Wake Forest University School of Business

∎  Former Board Member and Chairman of Finance Committee, United Way of Central Carolinas

Age: 61

Director Since: 2025

Independent Director: Yes

Current Board Committee Service:

∎  Audit Committee

∎  Trust Committee of FCB's Board

Other Current Public Company Directorships

∎  None

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

FRANK B. HOLDING, JR.

LEAD INDEPENDENT DIRECTOR

ROBERT T. NEWCOMB

all independent directors have full access to any member of management and to our and FCB's independent accountants and internal auditors for the purpose of discussing and understanding issues relating to our business;

upon request, our management will arrange for our outside advisors to be made available for discussions with the Board, any Board committee, our independent directors as a group, or individual directors; and

the Boards, each Board committee, and our independent directors as a group, have the authority to retain independent advisors from time to time, at our expense, who are separate from and unrelated to our regular advisors.

2025 Annual Proxy Statement  

Lead Independent Director.Robert T. Newcomb, who also currently serves as Chairman of our CNG Committee, has been designated by our independent directors, and currently serves, as our Lead Independent Director.

Because our Chief Executive Officer currently serves as Chairman of the Boards, and members of our management beneficially own large percentages of our voting stock, our Boards recognize the potential for management's influence over the Boards and the Boards' processes to diminish the effectiveness of our independent directors and the independent directors' ability to influence our policies and the Boards' decisions. Our Corporate Governance Guidelines provide that, if the Chairman elected by the Boards is not an independent director, then each year our CNG Committee will nominate, and our independent directors will select, from among the independent directors a separate Lead Independent Director who has the duties and authority listed in the table.

LEAD INDEPENDENT DIRECTOR DUTIES

●  Convening and presiding at executive sessions and separate meetings of our independent directors, and serving as the liaison between the independent directors and our Chairman and management.

●  Consulting with the Chairman regarding decisions reached, or suggestions made, at executive sessions and separate meetings of independent directors.

●  Consulting with the Chairman regarding the schedule, agenda, and information for Board meetings.

●  Consulting with the Chairman with respect to consultants who may report directly to the Boards.

●  Consulting with the Chairman and management as to the quality, quantity, and timeliness of information provided to the Boards by management.

●  Being available, as appropriate, for communications with our stockholders.

●  Performing such other duties and exercising such other authority as is described elsewhere in the Corporate Governance Guidelines and as our Boards may from time to time determine.

Determination of Independent Directors. The Board has directed our CNG Committee to assess each director's and nominee's independence each year and report its findings to the Board in connection with the Board's annual determinations. In addition,

between those annual determinations, the Committee is directed to monitor the status of each director on an ongoing basis and inform the Board of changes in factors or circumstances that may affect a director's ability to exercise independent judgment in carrying out his or her duties as a director.

In addition to specific Nasdaq independence criteria, in assessing each director's or nominee's independence, the CNG Committee and the Board consider whether they believe transactions that are disclosable in our proxy statements as

DIRECTOR INDEPENDENCE DETERMINATION

The CNG Committee:

●  applies the independence criteria contained in listing requirements of Nasdaq;

●  performs an annual assessment to determine each outside director's independence;

●  continually monitors director independence on an ongoing basis; and

●  informs the Board of any changes in factors or circumstances that may affect a director's ability to exercise independent judgment in carrying out his or her duties as a director.

Service as Director of

Another Public Company Within Past Five Years

Ellen R. Alemany (1)

Dun & Bradstreet Holdings, Inc. (since 2021)

Fidelity National Information Services, Inc. (2014 to 2024)

Michael A. Carpenter (1)

Symbotic, Inc. (formerly SVF Investment Corp 3) (2021 to 2022)

AutoWeb, Inc. (2012 to 2022)

Dr. Eugene Flood, Jr.

Janus Henderson Group plc (since 2017)

Frank B. Holding, Jr.

flyExclusive, Inc. (since 2023)

Mrs. Alemany and Mr. Carpenter also served as directors of CIT until consummation of the CIT Merger effective January 3, 2022.

2025 Annual Proxy Statement  

AUDIT COMMITTEE

●  Independent accountants

●  Accounting and financial reporting

●  Internal controls

●  Financial management and disclosure

●  Allowance for credit losses

●  Internal audit function

●  Legal exposure

●  Review and approval of related person transactions

●  Code of Ethics

●  Hedging and Pledging Policy

●  Chief Internal Audit Officer evaluation and compensation

●  Risk Management Framework and Risk Appetite Framework and Statement

●  Market risk

●  Credit risk

●  Asset risk

●  Liquidity risk

●  Capital adequacy and
planning

●  Operational risk (including human capital, technology, and cyber risks)

●  Reputational risk

●  Compliance risk

●  Legal risk

●  Strategic risk

●  Chief Risk Officer evaluation

●  Trust Department policies

●  Application of conduct and ethical standards to Trust Department

●  Oversight of administration of client accounts

●  Compliance related to records of Trust Department

●  Oversight of vendors, services, and products by Trust Department

●  Executive and director compensation and incentives

●  Board and Chief Executive Officer succession planning

●  Board governance structure

●  Review and recommendation of changes to Corporate Governance Guidelines

●  Risk review of incentive compensation arrangements

●  Code of Ethics as applied to directors

●  Chief Executive Officer evaluation and Board and committee self-evaluations

●  Recommendations of nominees, committee members, and Lead Independent Director

Mail your correspondence to:

Email your correspondence to:

Board of Directors

First Citizens BancShares, Inc.

Attention: Corporate Secretary

Post Office Box 27131 (Mail Code FCC22)

Raleigh, North Carolina 27611-7131

[email protected]

2025 Annual Proxy Statement  

Our ability to attract, retain, and develop associates is critical to our success. We prioritize supporting our business by striving to ensure we have the right talent in the right jobs and with the right skills to fulfill our strategic objectives.

Our vision is realized by cultivating a foundation that includes both a strong business strategy and a unified culture. A relationship-based, client-centered, and long-term focused approach supports our strategic objectives and reinforces a culture that prioritizes shared values and behaviors. These unwavering commitments position us to support our clients, colleagues, and communities in pursuing their greatest ambitions. Our client-centric approach has always been the bedrock of who we are, building deep and lasting relationships that prioritize the client experience. Our long-term focus allows us to make strategic decisions and investments designed to build long-term value and stability for all stakeholders, while skillfully managing risk along the way.

Our human resources team works to identify and deploy the critical talent needed to support these strategic objectives and our unified culture. We make talent attraction and retention a priority by offering learning and development opportunities, internal career mobility, a comprehensive total rewards package, and a welcoming values-based culture.

2025 Annual Proxy Statement  

medical plan options that include telehealth, dental and vision plan options, and wellness programs;

a 401(k) plan, flexible spending accounts, life and accidental death and dismemberment insurance, short-term and long-term disability coverage, numerous voluntary coverages, and discount programs;

paid time off and other time away such as holidays, parental leave, and volunteer leave; and

an employee assistance program.

H. Lee Durham, Jr.

Audit Committee
Chairman

Robert R. Hoppe

Risk Committee
Chairman

Robert T. Newcomb

CNG Committee
Chairman

John M. Alexander, Jr.

Trust Committee
Chairman

Frank B. Holding, Jr.

Executive Committee
Chairman

at its discretion and without the prior approval of management or the Boards, retain or obtain the advice of separate, outside consultants or advisors (including legal counsel and other advisors), at our or FCB's expense, in accordance with procedures established from time to time by the committee, and oversee and approve all terms of the engagement of any such consultants or advisors, including their fees or other compensation;

conduct investigations and request and consider information (from management or otherwise) as the committee considers necessary, relevant, or helpful in its deliberations and the formulation of its decisions or recommendations;

seek any information from our or FCB's associates (who are directed to cooperate with each committee's requests), or from external parties, and consult to the extent it deems appropriate with the Chairman of the Boards, the Chief Executive Officer, the Lead Independent Director, other directors, and other officers and associates; and

delegate any of its responsibilities to subcommittees or to individual members to the extent not inconsistent with other sections of its charter (including applicable independence requirements) or applicable laws or regulations.

2025 Annual Proxy Statement  

H. Lee Durham, Jr.

Chairman and

Audit Committee Financial Expert

Committee Meetings in 2024: 12

Other Committee Members (1):

John M. Alexander, Jr., Michael A. Carpenter, David G. Leitch,

Robert T. Newcomb, and R. Mattox Snow III

(1) Mr. Snow was appointed as a member of the Audit Committee effective January 2, 2025.

Our Audit Committee is a joint committee of the Boards. In addition to being independent directors under the SEC's rules and Nasdaq's listing standards, under the Committee's charter all members must be able to read and understand fundamental financial statements, and at least two members must have banking or related financial management expertise sufficient to comply with applicable regulations of the FDIC. At least one member must have past employment experience in finance or accounting, professional certification in accounting, or other comparable experience or background, that will fulfill Nasdaq's applicable financial sophistication requirements.

In addition to its other responsibilities, including those listed in the table, the Audit Committee annually reviews and approves our Regulation Fair Disclosure (FD) Policy, and it annually reviews and approves our accounting policies to determine that they are in accordance with accounting principles generally accepted in the United States. The Committee also is responsible for establishing procedures for the receipt, retention, and treatment of complaints from associates, customers, suppliers, stockholders, or others related to accounting and financial processes and reporting, internal controls, and auditing matters, including procedures for the confidential, anonymous submission by associates of concerns regarding those matters, and for evaluating any fraud, whether or not material, that involves management or other associates who have a significant role in our internal controls.

AUDIT COMMITTEE RESPONSIBILITIES

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, the Audit Committee is responsible for:

●  appointing, determining the compensation and terms of engagement of, and monitoring and overseeing the work, independence, and performance of, our independent accountants and any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services;

●  pre-approvingall audit and permitted non-auditservices proposed to be provided by our independent accountants in accordance with approval policies and procedures adopted by the Committee from time to time;

●  monitoring and overseeing the quality and integrity of our accounting and financial reporting process, and reviewing our annual audited and quarterly unaudited financial statements and quarterly earnings releases, and any significant accounting and financial reporting issues, with management and our independent accountants;

●  monitoring our systems of internal controls regarding finance, accounting, and associated legal compliance, and reviewing and discussing any significant deficiencies or material weaknesses in the design or operation of internal controls that could adversely affect our ability to record, process, summarize, and report financial data;

●  monitoring and overseeing the audit program, budget, and resources of our Internal Audit Department, and approving the hiring, performance, and compensation of our Chief Internal Audit Officer;

●  annually reviewing our Code of Ethics, recommending to the Boards any changes to the Code that the Committee considers necessary or advisable, and overseeing management's processes and procedures for enforcement of the Code;

●  fostering free and open communication among our independent accountants, management, Internal Audit Department, and the Boards; and

●  monitoring our and FCB's compliance with laws, rules, regulations, or other governmental or regulatory requirements as they affect accounting and financial processes and reporting, internal controls, and auditing matters.

reviewed and discussed our audited consolidated financial statements for 2024 with our management;

discussed with our independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

received the written disclosures and the letter from our independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants' communications with the Audit Committee concerning independence; and

discussed with our independent accountant the independent accountant's independence.

Robert T. Newcomb

2025 Annual Proxy Statement  

Robert R. Hoppe

Chairman and

Risk Management Expert

Committee Meetings in 2024: 18

Other Committee Members:

Ellen R. Alemany, Victor E. Bell III, Dr. Eugene Flood, Jr., and Robert E. Mason IV

Our Risk Committee is a joint committee of the Boards. Under the Federal Reserve Board's rules and the Risk Committee's charter, the Committee must be chaired by an independent director and must include at least one member having experience in identifying, assessing, and managing risk exposures of large, complex financial firms. Our Board has determined that Robert R. Hoppe, the Committee's Chairman, has that experience and has designated him as the Committee's Risk Management Expert. Mr. Hoppe is a retired partner in the accounting firm of PricewaterhouseCoopers LLP with 34 years of public accounting and audit experience. In addition to Mr. Hoppe, the Board has determined that two other members of the Committee, Ellen R. Alemany and Dr. Eugene Flood, Jr., also have experience that satisfies the requirements of the Federal Reserve Board's rule.

In addition to its other responsibilities, including those listed in the table, the Risk Committee was established to review, provide effective challenge, and manage our enterprise-wide Risk Management Framework and Risk Appetite Framework and Statement and to assist the Boards in fulfilling their responsibility to oversee our risk management practices. Our EROC, the voting members of which are selected from our management, and which is chaired by our Chief Risk Officer, is a management committee that reports directly to the Risk Committee. EROC's function is to oversee the operation of our Risk Management Framework and Risk Appetite Framework and Statement managed by the Risk Committee; work to ensure adequate implementation of processes to identify, assess, monitor, and manage risks within business units; and monitor performance relative to our risk appetite and tolerances approved by the Boards.

RISK COMMITTEE RESPONSIBILITIES

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, the Risk Committee is directed to:

●  monitor and advise the Boards regarding our and FCB's risk exposures, including, without limitation, capital adequacy (including capital planning), credit, market, liquidity, operational (including human capital and information technology), compliance, legal, strategic, asset, and reputational risks and the control processes with respect to those risks;

●  evaluate, monitor, effectively challenge, and oversee the adequacy and effectiveness of our and FCB's risk management program and supporting framework (within which our management is responsible for defining and executing enterprise-wide risk management programs) which are intended to ensure appropriate identification, assessment, monitoring, and reporting of significant risks;

●  review and assess our and FCB's strategy to validate that it is aligned with our risk appetite and financial objectives;

●  monitor the work of and receive and challenge reports from management and our Enterprise Risk Oversight Committee to determine whether risks are being identified (including top and emerging risks) and managed within approved risk tolerances;

●  review, approve and recommend for approval by our Boards, challenge, and monitor adherence to our and FCB's risk appetite and supporting risk tolerance levels;

●  monitor the work of and receive and challenge reports from Credit Risk Review to determine whether credit risks are being identified and managed within approved risk tolerances;

●  review reports of examination by and communications from regulatory agencies, and the results of internal and third-party testing, analyses, and reviews, related to our and FCB's risks, risk management, and any other matters within the scope of the Committee's oversight responsibilities, and monitor and review management's response to any noted issues; and

●  review and approve our Board level risk management policies on an annual basis to confirm consistency and compliance with risk appetite.

As discussed above under the caption "CORPORATE GOVERNANCE- Human Resources Strategy," the Risk Management Framework approved by the Risk Committee includes processes for the oversight and management of risks related to our human capital and the escalation of related risk issues to the Committee. Our Operational Risk Committee and Compliance Risk Committee, which are subcommittees of EROC, through our human resources department, monitor various human capital metrics, including associate voluntary and involuntary turnover, hiring, succession, demographics, and other metrics. Quarterly reports and trends are provided to EROC, which reports identified risk issues to the Risk Committee.

The Risk Committee also periodically reviews information security policies and technology risk management programs and practices that are designed to protect FCB's and its customers' and associates' data, records, and proprietary information. The Committee also reviews reports on our business continuity and disaster recovery program that is designed to help FCB safeguard associates, customers, products, and services from disruptions from events such as cyberattacks, natural disasters, and man-madeevents.

SUBCOMMITTEES OF EROC

Subcommittees of EROC include:

●  the Financial Risk Committee,

●  the Compliance Risk Committee,

●  the Credit Risk Committee,

●  the Operational Risk Committee,

●  the Technology & Security Risk Committee,

●  the Asset and Liability Committee,

●  the Capital and Stress Testing Committee,

●  the Regulatory Activities Oversight Committee, and

●  the Technology Investment Committee.

2025 Annual Proxy Statement  

John M. Alexander, Jr.

Chairman

Committee Meetings in 2024: 5

Other Committee Members (1):

Hope H. Bryant, Dr. Eugene Flood, Jr., and R. Mattox Snow III

(1) Mr. Snow was appointed as a member of the Trust Committee effective January 2, 2025.

In accordance with guidance from banking regulators that applies to banks with trust departments, FCB's Board of Directors has a separate Trust Committee. The Committee must be comprised of not less than three members of FCB's Board, including at least one independent director, who will be voting members and one of whom will be appointed as the Committee chairperson. The Committee may include no more than one director who also serves as an officer of FCB (who may not be an officer who participates significantly in the administration of FCB's fiduciary responsibilities).

In addition to its other responsibilities listed in the table, the Trust Committee's primary purpose is to assist FCB's Board in its oversight and supervision of FCB's administration and exercise of fiduciary responsibilities and other trust activities and in its oversight of risks associated with those activities. Management subcommittees of the Trust Committee include the Trust Risk Management Committee, Trust Investment Committee, and Trust Administrative Committee, the voting members of which are selected from our management and which report directly to the Committee and assist it in the performance of its duties.

TRUST COMMITTEE RESPONSIBILITIES

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by FCB's Board, the Trust Committee is directed to:

●  review and approve the Trust Department's policies;

●  review and decide whether to approve and/or ratify exceptions to Trust Committee-approved policies;

●  review and assess the adequacy of the Committee's charter at least annually and recommend any proposed changes to FCB's Board for consideration;

●  review and approve any management committee charters at least annually and any recommended revisions;

●  review and approve the regularly published fee schedules for Trust Department services;

●  review and recommend for approval by FCB's Board, in accordance with applicable state statutes, the quarterly purchases and sales for discretionary accounts administered by the Trust Department;

●  review and receive the minutes of the management committees;

●  provide an appropriate level of effective challenge to the first and the second lines within the Trust Department;

●  ensure the application of FCB's conduct and ethical standards to, and the ethical environment within, the Trust Department;

●  oversee the administration of client accounts by the Trust Department to ensure that it is in conformance with the FDIC's Statement of Principles of Trust Department Management;

●  oversee the organizational structure of the Trust Department, including establishment of divisions or groups within the Trust Department, and the names used by the Trust Department and its divisions or groups offering fiduciary services;

●  oversee the investment and disposition of assets held by the Trust Department, and monitor financial performance of investments made and investment strategies and processes utilized;

●  ensure records and recordkeeping practices of the Trust Department are in compliance with any applicable rules or regulations; and

●  oversee the use of vendors, services, and products by the Trust Department including, but not limited to, accounting and information systems and clearing arrangements.

Robert T. Newcomb

Chairman and

Lead Independent Director

Committee Meetings in 2024: 10

Other Committee Members:

Victor E. Bell III, H. Lee Durham, Jr., David G. Leitch, and Robert E. Mason IV

The CNG Committee is a joint committee of the Boards. In addition to being independent directors under Nasdaq's listing standards, under its charter members of the Committee must satisfy Nasdaq's heightened independence requirements for members of compensation committees.

As described in the following paragraphs, the Committee's duties and responsibilities are divided into three functions, including nominations, corporate governance, and compensation.

Nominations Function.In its role as the Boards' nominations committee, the CNG Committee makes recommendations to the Boards regarding the selection of nominees for election as directors at our Annual Meetings, candidates for appointment to fill vacancies on the Boards, and members and chairpersons of the various committees of the Boards. Each year the Committee also makes recommendations to the Boards regarding the election of our and FCB's Chairman, Chief Executive Officer, Vice Chairwoman and President and a recommendation to our independent directors regarding their selection of a Lead Independent Director.

In its Board succession planning, the Committee applies a process which includes: assessment of needs and vacancies; development of candidate criteria; assembly of a candidate pool; screening, recruiting, and interviewing candidates; selection and appointment or nomination of selected candidates; and orientation and integration of new directors. The Committee has also engaged, and may engage from time to time, a search firm to perform the function of providing assistance in identifying potential candidates for director. The Committee seeks to identify and recommend candidates who will best serve our and our stockholders' interests. In identifying potential candidates and recommending nominees, the Committee considers incumbent directors as well as candidates who may be suggested by our management, other directors, or stockholders. The procedure for stockholders to recommend candidates to the Committee is contained below under the heading "RECOMMENDATIONS OF NOMINEES."

QUALIFICATIONS OF DIRECTOR CANDIDATES

The CNG Committee seeks to recommend Board candidates:

●  who have personal and professional integrity, sound judgment, and business acumen;

●  who have the time, ability, and commitment to make a constructive and meaningful contribution to the Boards;

●  who, with other directors, will effectively serve the long-term interests of our stockholders; and

●  who satisfy applicable requirements of state and federal laws, rules, and regulations (including banking regulations) for service as our and FCB's directors.

EVALUATION OF DIRECTOR CANDIDATES

The CNG Committee considers the size and composition of the Boards in light of our current and future needs and recommends candidates based on its assessment of, among other things:

●  business, professional, personal, and educational background, skills, experience, and expertise;

●  community leadership;

●  independence;

●  potential contributions to the Boards that are unusual or unique;

●  knowledge of our organization and our and FCB's respective operations;

●  personal financial interest in our and FCB's long-term growth, stability, and success;

●  the past and future contributions of our current directors, and the value of continuity and prior Board experience;

●  the existence of one or more vacancies on the Boards;

●  our need for directors possessing particular attributes, skills, experience, or expertise;

●  the role of directors in FCB's business development activities;

●  diversity of individuals who bring different attributes, experiences and perspectives to deliberations; and

●  other factors that it or our Boards consider relevant, including any specific qualifications that may be adopted from time to time.

2025 Annual Proxy Statement  

While the Committee and our Boards recognize the benefits derived from boards of directors composed of individuals who bring different attributes, experiences, and perspectives to the Boards' deliberations, and while diversity is a consideration in the selection of nominees, they have not adopted any written or mandatory diversity policy or criteria applicable to the director nominations process. Accordingly, in evaluating and selecting nominees, diversity is one of multiple factors considered by the Committee and the Boards.

Governance Function.In its role as the Boards' joint governance committee, the CNG Committee has a range of governance-related responsibilities.

In addition to its responsibilities listed in the table, and as provided in our Corporate Governance Guidelines and described above under the caption "CORPORATE GOVERNANCE - Director Independence," our Board has directed the Committee to annually assess each director's independence and report its findings in connection with the Board's annual determination of which of the directors the Board considers to be independent. Between those annual determinations, on an ongoing basis the Committee is directed to monitor the status of each director and inform the Board of changes or events that may affect a director's ability to exercise independent judgment.

GOVERNANCE RELATED RESPONSIBILITIES

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, as the Boards' joint governance committee the CNG Committee is directed to:

●  evaluate and make recommendations to the Boards concerning our board and governance structure, the number, size, composition, and responsibilities of committees of the Boards, and committee membership rotation practices;

●  annually review our Corporate Governance Guidelines and recommend for our Board's approval any changes the Committee considers necessary or advisable;

●  establish the knowledge, skills, experience, qualifications, and performance criteria for directors and committees of the Boards in accordance with our strategic needs, our Corporate Governance Guidelines, applicable laws, regulations and standards, and other criteria or minimum qualifications as the Committee may recommend;

●  annually review our Code of Ethics as applied to directors, review directors' compliance with the Code, evaluate and make recommendations to the Boards concerning any request for a waiver from the Code, and oversee our management's processes and procedures for enforcement of the Code;

●  conduct annual evaluations of our Chief Executive Officer's performance, and coordinate and facilitate an annual self-evaluation by the Boards and their committees of their own performance, and report the results of the evaluations to the Boards;

●  with the Chairman of the Boards and our Corporate Secretary, develop an orientation program for new directors and continuing education opportunities for incumbent directors;

●  oversee our communications with stockholders in connection with our Annual Meetings and otherwise; and

●  make recommendations to the Boards as appropriate regarding succession planning for key Board positions, our Chief Executive Officer, and other key positions as the Boards may deem appropriate.

In its review and consideration of compensation matters, the Committee works closely with our Chief Human Resources Officer and his staff. In considering compensation to be paid to our executive officers named in the Summary Compensation Table under the heading "EXECUTIVE COMPENSATION" below, the Committee considers the results of its annual evaluation of our Chief Executive Officer's performance and, in the case of officers other than himself, information provided from time to time by our Chief Executive Officer about their performance and his recommendations as to their compensation.

The Committee may retain or obtain the services of outside consultants or other advisors at our or FCB's expense, and under its charter the Committee is directly responsible for the appointment, compensation, terms of engagement, and oversight of the work of its consultants and advisors. Since 2013, the Committee has retained the services of Pay Governance LLC ("Pay Governance"), a national executive compensation consulting firm. Pay Governance's engagement each year contemplates that it will prepare market and peer analyses comparing our executives'

COMPENSATION RELATED RESPONSIBILITIES

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, as the Boards' joint compensation committee the CNG Committee is directed to:

●  establish our overall compensation philosophy and practices and regularly review them to determine the overall risk profile of our compensation program;

●  oversee an annual review of our and FCB's compensation plans, including all incentive and variable pay plans within specific divisions of FCB, to determine whether there are potential areas of risk that reasonably could be expected to have a material adverse effect on our business and financial results, and ensure continuing oversight and mitigation of risk within our and FCB's compensation practices;

●  administer and approve all grants of award opportunities and payments of awards under FCB's LTIP and MPP;

●  review and make recommendations to the Boards regarding all other executive compensation matters, including:

Ø   amounts of cash and other compensation paid or provided to, and the adoption of or revisions to compensation, incentive, retirement, or other benefit plans that affect, our and FCB's Chief Executive Officer and other executive officers; and

Ø   at the request of the Boards, amounts of cash and other compensation paid or provided to, and the adoption of or revisions to compensation, incentive, retirement, or other benefit plans that affect, other individually named officers or associates.

2025 Annual Proxy Statement  

Independent Executive

Compensation Consulting Firm

●  Chief Executive Officer provides information about individual officers' performance and his recommendations for their compensation.

●  Management consults with our executive compensation consulting firm regarding our annual and strategic plans and market conditions, our compensation philosophy, and the formulation of our consultant's compensation recommendations.

●  Reports to the CNG Committee on trends in executive compensation practices, and prepares market and peer analyses comparing our executives' and directors' compensation to the market compensation paid by similar financial services organizations to their officers and directors in similar positions.

●  Advises the CNG Committee regarding its responsibilities and developments in compensation rules and practices.

●  Assists the CNG Committee in its decisions regarding new LTIP and MPP awards, the formulation of its executive compensation recommendations to the Boards, and its consideration of new and changes to existing compensation plans and strategies.

●  Assists in the review of the discussion of our executive compensation program included under the heading "COMPENSATION DISCUSSION AND ANALYSIS."

●  Makes the final decisions concerning payments and awards under the LTIP and MPP and has the ability to clawback incentive compensation in the event of an accounting restatement, material inaccuracy of a performance metric or calculation, or significant violations of our Code of Ethics that result in financial or reputational impact to us.

●  In coordination with our Chief Human Resources Officer and his staff, reviews and makes recommendations to the Boards regarding amounts of salaries and other compensation paid or provided to our executive officers.

●  Considers the results of its annual evaluation of our Chief Executive Officer's performance in setting his compensation, along with the voting results from the most recent "say-on-pay"resolutions submitted to our stockholders.

●  Reviews and makes recommendations to the Boards regarding amounts of compensation paid or provided to our directors.

reviewed and discussed with management the Compensation Discussion and Analysis that is included in this proxy statement; and

based on that review and discussion, recommended to our full Board that the Compensation Discussion and Analysis be included in our proxy statement and 2024 Annual Report.

2025 Annual Proxy Statement  

Frank B. Holding, Jr.

Chairman and

Chief Executive Officer

Craig L. Nix

Chief Financial Officer

Hope H. Bryant

Vice Chairwoman

Peter M. Bristow

President

Lorie K. Rupp

Chief Risk Officer

Executive Summary

Our Executive Compensation Philosophy and Objectives

Executive Compensation Highlights

Compensation Program Evolution

The Process of Evaluating Executive Officer Compensation

Executive Compensation Components

Cash Compensation

Base Salaries

Long-Term Incentive Plan ("LTIP")

Merger Performance Plan ("MPP")

Bonuses

Nonqualified Deferred Compensation Plans

Retirement Plans

Nonqualified Separation from Service Agreements

Personal Benefits

Incentive-Based Compensation Clawback Policies

rewarding sustained long-term performance, service, and loyalty;

balancing business risk with sound financial policy and stockholders' interests, and aligning the interests of our executive officers with the long-term interests of our stockholders by encouraging growth in the value of our company and our stockholders' investments;

enabling us to attract, motivate, and retain qualified executive officers; and

providing compensation to our executive officers that is competitive with comparable financial services companies.

Base Salaries- In January 2024, the Committee recommended and the Boards approved merit-based increases in the base salary rates of our NEOs for 2024.

Continued Use of Growth in Tangible Book Value as the LTIP Performance Metric- The Committee continued to use growth in the tangible book value of our common stock as the primary component of the performance measure for the determination of LTIP awards. Tangible book value per share is defined as an amount equal to our total assets, minus our intangible assets, minus our liabilities, divided by the aggregate number of outstanding shares of both classes of our common stock. The central objective of our strategic plan is to build the long-term value of our company and our stockholders' investments, and the Committee believes growth in tangible book value per share is a key driver of long-term value. As a result, the Committee believes the performance goals under our LTIP, from which our executives derive a substantial portion of their compensation, are consistent with our focus on long-term objectives and emphasis on financial stability and growth in stockholder value, which are factors that have contributed to our financial success over the years.

Long-Term Incentive Plan ("LTIP") New Awards and Payments:

2025 Annual Proxy Statement  

Merger Performance Plan ("MPP") New Awards and Payments:

No Change in Control Arrangements or Stock-Based Compensation- We continue to have no employment or change of control agreements with any of our current NEOs and we have not provided them with any equity or stock-based compensation.

Continued Focus on Performance-Based Compensation- By maintaining individual "Stretch" opportunity levels with respect to LTIP awards granted for the 2024-2026 Performance Period at 150% of the Target Amounts and approving award opportunities to NEOs under the MPP with performance objectives as described above, we continued to increase the percentages of our NEO's total compensation that is performance based and to focus on performance-based compensation as a substantial component of our NEOs' total compensation.

Incentive Compensation Risk Management Program.We completed implementation of enhancements to the Incentive Compensation Risk Management Program to include ongoing risk-balancing processes and mechanisms to help identify and mitigate risks that might arise from incentive compensation arrangements.

Base Salaries- In January 2025, the Committee recommended no increases in the base salaries of any of our NEOs for 2025.

LTIP Awards- In January 2025, the Committee approved the grant of LTIP cash performance awards for a new, three-year 2025-2027 Performance Period based on the same TBV+D Growth Rate performance measure, Target Amounts and payment opportunities as compared to the 2024-2026 awards. The Committee set the same Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30% and 48%, respectively, and with payments for performance at those levels based on the same 50%, 100%, and 150% of the Target Amounts.

MPP Awards- In January 2025, the Committee approved new performance award opportunities under the MPP for 2025 for NEOs with respect to the SVB Acquisition. For 2025 SVB award opportunities, performance objectives included timely integration achievement, risk management, individual performance, our overall results, and other related specific goals. Depending on continued achievement of performance objectives, the award opportunities could become payable at Threshold, Target and Maximum levels. No MPP award opportunities were approved for 2025 with respect to the CIT Merger.

The Committee evaluates the performance of our Chairman and Chief Executive Officer each year. Recent evaluations have included, in addition to our financial performance, an evaluation, through survey responses from our directors and Executive Leadership Team members, of his performance in various other areas, including leadership, talent and culture development, Board relations, regulatory compliance, risk management, and financial management, and the Board's assessment of the extent of achievement of our company's "Competitive Path" objectives set out for each year. The Committee and Boards consider the results of that performance evaluation in decisions each year regarding the amounts of our Chief Executive Officer's salary, incentive award levels, and other compensation matters, and, because the individual performance of all of our executive officers contribute to our financial performance and the achievement of corporate objectives, the results of that evaluation also are considered by the Committee and Boards in decisions regarding the compensation of our other NEOs.

Independent Compensation Consultant.In setting compensation paid to our NEOs for 2024, the CNG Committee again retained Pay Governance as its independent compensation consultant. As part of their services, Pay

CNG COMMITTEE COMPENSATION REVIEW

In reviewing our NEOs' compensation, the Committee considers:

●  the scope of each officer's responsibilities;

●  market analyses provided by the Committee's independent consultant comparing our NEOs' compensation to compensation paid to persons in each NEO's position in similar financial services organizations, and executive compensation data compiled by the independent consultant for a group of industry peer companies;

●  our overall financial and operating performance, including our three-year TBV+D Growth Rate in the determination of payments of LTIP awards and the achievement of performance objectives in the determination of payments of MPP awards, and, in decisions regarding the compensation of our NEOs in general, our internal "Financial True North" metrics which include net income, loan growth, deposit growth, noninterest income and expense, and net loan charge-offs;

●  achievement of internal company objectives set out in our "Competitive Path" which is formulated at the beginning of each year to establish goals for management for the year in various areas;

●  individual performance of our NEOs;

●  Board and Executive Leadership Team survey results regarding the Chief Executive Officer's performance;

●  internal equity of our NEOs' current compensation and their levels of compensation in comparison to other NEOs; and

●  voting results on the most recent say-on-payresolutions submitted to our stockholders, as well as any feedback received by the Committee from stockholders outside the voting process.

base salaries;

total cash compensation (which included base salaries and target annual incentive awards); and

total direct compensation (which included total cash compensation and the expected value of long-term incentives).

2025 Annual Proxy Statement  

To further assist the Committee in understanding our compensation marketplace, each year Pay Governance reviews publicly available proxy-reported data for a group of industry peer companies consisting of publicly traded financial institutions that primarily concentrate on retail and business banking operations headquartered in the United States. Our peer companies used in informing pay decisions for 2024 consisted of twelve publicly traded regional financial institutions that had assets between $70 billion and $560 billion.

The Committee generally compares the compensation of each NEO in relation to the 50th percentile of the peer group for similar positions. In addition, the Committee takes into account various factors such as our performance within the peer group, the unique characteristics of each individual's position, and any succession and retention considerations. Generally, differences or similarities in the levels of total direct compensation among the NEOs are driven primarily by the scope of their responsibilities, market data for similar positions, and considerations of internal equity within our Executive Leadership Team.

Consideration of Last Year's "Say-on-Pay"Vote.At each Annual Meeting, our stockholders vote on a non-bindingadvisory resolution (a "say-on-pay"resolution) to approve the compensation paid to our NEOs as described in the proxy statement for that meeting. At our 2024 Annual Meeting stockholders approved the proposal with over 98% of the votes entitled to be cast with respect to shares present in person or

2024 PEER COMPANIES

Capital One Financial Corporation

Citizens Financial Group, Inc.

Comerica Incorporated

Fifth Third Bancorp

Huntington BancShares Incorporated

KeyCorp

M&T Bank Corporation

The PNC Financial Services Group, Inc.

Regions Financial Corporation

Truist Financial Corporation

Webster Financial Corporation

Zions Bancorporation, National Association

Compensation 

Component 

Component

Elements

  Component  

  Risk Profile  

Base Salary

●  Cash compensation

Provides fixed annual compensation that is comparable with other similarly sized financial institutions and helps attract and retain our executive officers

Long-Term Incentive Plan Awards

●  Awards of performance-based cash compensation measured by the extent to which goals are met during award Performance Periods

Ties a substantial portion of NEO compensation to company performance and growth in the value of our stockholders' investments, promotes a closer identification of the interests of plan participants with company interests and the long-term interests of stockholders, stimulates efforts to enhance efficiency, profitability, and growth in value of our company and stockholders' investments, and enhances our ability to recruit and retain executive officers who are participants

Merger Performance Plan Awards

●  Awards of annual performance-based cash compensation tied to realization of intended benefits to our company and stockholders of our mergers and acquisition based on achievement of performance objectives

Provides a cash incentive for the realization of projected benefits to our company and our stockholders from mergers and acquisitions, which promotes a closer alignment of the interests of executive officers who are plan participants with company interests and the long-term interests of stockholders, and stimulates efforts to enhance efficiency, profitability, and growth in value of our company and stockholders' investments

Retirement

Benefits

●  Defined benefit pension plans

●  Matching contributions to Section 401(k) defined contribution plan accounts, and additional profit-sharing contributions under one of the Section 401(k) plans

Provides competitive levels of retirement income for plan participants

Nonqualified Deferred Compensation Plan

●  Deferral of up to 80% of base salary and LTIP award payments under the plan

●  Earnings (or losses) on voluntary deferrals by plan participants based on deemed investments of participants' accounts in outside investment funds selected by participants from a menu of hypothetical investment options available under the plan

Provides an opportunity for plan participants to save for retirement and other long-term financial goals on a tax-deferredbasis by electing to defer their receipt of portions of their salaries and LTIP award payments

2025 Annual Proxy Statement  

Compensation 

Component 

Component

Elements

  Component  

  Risk Profile  

Nonqualified Separation from Service Agreements

●  Cash following separation from service at or after agreed-upon ages

●  Death benefit

Retain and reward the long-term service and loyalty of certain key decision makers, and assure their continued loyalty following a separation from service

Perquisites

●  Installation, maintenance and monitoring of home security systems

●  Limited staff services for personal activities

●  Limited other personal benefits provided from time to time

Provide limited personal benefits to certain executive officers in furtherance of our risk management program, for the officers' convenience, and from time-to-timefor other specific purposes

2022

Base Salary

2023

Base Salary

2024

Base Salary

2025

Base Salary

%

Increase

Salary

Rate

%

Increase

Salary

Rate

%

Increase

Salary

Rate

%

Increase

Salary

Rate

Frank B. Holding, Jr.

Chairman and

Chief Executive Officer

Craig L. Nix

Chief Financial Officer

Hope H. Bryant

Vice Chairwoman

Peter M. Bristow

President

Lorie K. Rupp

Chief Risk Officer

(Ending TBV minus Beginning TBV) plus D

Beginning TBV

2025 Annual Proxy Statement  

Threshold

Level (1)

Target

Level (1)

Stretch/
Maximum

Level (1)

Frank B. Holding, Jr.

2025-2027

575

%

$

 2,990,000

$

 5,980,000

$

8,970,000

2024-2026

550

%

2,860,000

5,720,000

8,580,000

2023-2025

475

%

2,398,750

4,797,500

7,196,250

Craig L. Nix

2025-2027

410

%

$

 1,486,250

$

 2,972,500

$

 4,458,750

2024-2026

400

%

1,450,000

2,900,000

4,350,000

2023-2025

325

%

1,096,875

2,193,750