DEF 14A of First Citizens Bancshares Inc /De/
Filed Mar 15, 2024 · FY20230001193125-24-069198
PROXY STATEMENT TABLE OF CONTENTS
| VIRTUAL ANNUAL MEETING OF STOCKHOLDERS | 1 | | PROXY SUMMARY | 1 | | 2024 Annual Meeting of Stockholders | 1 | | Voting Securities | 1 | | Proposals and Voting Recommendations | 2 | | Proxy Voting Methods | 2 | | Who We Are | 3 | | 2024 Director Nominees | 3 | | Current Board Profile | 4 | | 2023 Business Highlights | 5 | | 2023 Executive Compensation Highlights | 6 | | Key Corporate Governance Highlights | 7 | | Proxy Statement Definitions | 9 | | PROPOSAL 1: ELECTION OF DIRECTORS | 10 | | General | 10 | | Summary of Director Nominee Skills | 11 | | Board Diversity | 12 | | Nominees | 13 | | CORPORATE GOVERNANCE | 22 | | Board Leadership Structure | 22 | | Director Independence | 23 | | Director Retirement Policy | 24 | | Service on Other Public Company Boards | 24 | | Boards’ Role in Risk Management | 25 | | Attendance by Directors at Meetings | 26 | | Communications with Our Board | 26 | | Codes of Ethics | 27 | | Insider Trading Policy | 27 | | Our Mission, Vision, and Values | 28 | | Human Capital Management | 28 | | COMMITTEES OF OUR BOARDS | 30 | | Board Committee Structure | 30 | | Audit Committee | 31 | | Audit Committee Report | 32 | | Risk Committee | 33 | | Trust Committee | 35 | | Compensation, Nominations and Governance Committee | 36 | | Effect of Risk Management on Compensation | 40 | | Compensation Committee Report | 40 |
2024 Director Nominees
2024 Director Nominees The 13 nominees for election as directors at the Annual Meeting are listed below. Further information regarding the nominees and their experience and qualifications is contained in this proxy statement under the heading “PROPOSAL 1. ELECTION OF DIRECTORS.” Nominees’ ages listed in the table are as of the date of this proxy statement.
2024 Director Nominees
| Name and Age | Principal Occupation | Independent Director? | Committee Membership (C=Chair) | Board Tenure | 2023 Board and Committee Meeting Attendance | | Ellen R. Alemany 68 | Retired; our former Vice Chairwoman and former CEO of CIT | — | Risk | 2 Years | 100% | | John M. Alexander, Jr. 74 | Manager, McKnitt and Associates, LLC | ✔ | Trust (C) Audit | 34 Years | 100% | | Victor E. Bell III 67 | Chairman and President, Marjan, Ltd. | ✔ | CNG Risk | 22 Years | 100% | | Peter M. Bristow 58 | Our and FCB’s President | — | None | 10 Years | 100% | | Hope H. Bryant 61 | Our and FCB’s Vice Chairwoman | — | Executive Trust | 18 Years | 100% | | Michael A. Carpenter 76 | Retired; former Chief Executive Officer, Ally Financial, Inc. | ✔ | Audit | 2 Years | 96% |
2024 Director Nominees
| 2024 Annual Proxy Statement | 3 |
2024 Director Nominees
| Name and Age | Principal Occupation | Independent Director? | Committee Membership (C=Chair) | Board Tenure | 2023 Board and Committee Meeting Attendance | | H. Lee Durham, Jr. 75 | Retired; former partner, Pricewaterhouse-Coopers LLP | ✔ | Audit (C) CNG Executive Audit Committee Financial Expert | 21 Years | 100% | | Dr. Eugene Flood, Jr. 68 | Managing Partner, A Capella Partners; retired President and Chief Executive Officer, Smith Breeden Associates | ✓ | Risk Trust | 1 Year | 100% | | Frank B. Holding, Jr. 62 | Our and FCB’s Chairman and Chief Executive Officer | — | Executive (C) | 31 Years | 100% | | Robert R. Hoppe 72 | Retired; former partner, Pricewaterhouse-Coopers LLP | ✔ | Risk (C) Executive Risk Management Expert | 10 Years | 100% | | David G. Leitch 63 | Retired legal counsel; former Global General Counsel, Bank of America Corporation | ✔ | Audit CNG | Since 01/01/2024 | — | | Robert E. Mason IV 65 | Chairman, Robert E. Mason and Associates, Inc. | ✔ | CNG Risk | 17 Years | 100% | | Robert T. Newcomb 63 | Retired; former Owner and President, Newcomb and Company | ✔ Lead Independent Director | CNG (C) Audit Executive | 22 Years | 98% |
2023 Executive Compensation Highlights
| Compensation Objectives | How Our Compensation Program Supports Our Compensation Objectives | | 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 (2023-2025) 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 interest 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. Recommended no increases for 2023 in the base salaries of our named executive officers, and continued to increase the percentages of our executive officers’ total compensation that is performance based. ● 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 awards 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 our merger with CIT and our acquisition of certain assets, and assumption of certain liabilities, of SVB, with performance objectives tied to one or more of the following: timely achievement of stabilization, integration, or optimization milestones, realization of merger or acquisition cost savings and synergies, risk management, individual performance, or other related specific goals as assigned. ● Incentive Compensation Risk Management Program. Began implementation of enhancements to the Incentive Compensation Risk Management Program to include new risk-balancing mechanisms in order to help identify and mitigate risks that might arise from incentive compensation arrangements. ● Adoption of Enhanced Clawback Policy. In accordance with Nasdaq’s listing rules, adopted a new “clawback” policy that, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws, generally requires us (subject to certain exceptions) to recover the amount of any incentive-based compensation received by any current or former executive officer during the three completed fiscal years immediately preceding the date of the restatement that exceeds the amount he or she would have received had it been determined based on the restated amounts in the restatement. | | Attract, motivate, and retain talented executive officers, and provide compensation to executive officers that is competitive with comparable financial services companies. | ● Future Pay Competitiveness. With the CNG Committee’s independent compensation consultant, continued to assess the future competitiveness of our executives’ compensation against comparably-sized regional financial institutions with which we compete following our acquisition transactions with CIT and SVB 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. |
Summary of Director Nominee Skills
Summary of Director Nominee Skills The chart below identifies skills that our director nominees indicate that they provide to our Board, developed either through past service on our Board or through other professional pursuits.
Summary of Director Nominee Skills
| | | | | | | | | | | | | | | | 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 | | ✓ | | | | | ✓ | | ✓ | | | ✓ | |
Summary of Director Nominee Skills
| 2024 Annual Proxy Statement | 11 |
Board Diversity
Board Diversity The table below contains information required by Nasdaq’s listing rules regarding the diversity of our Board of Directors.
Board Diversity
| Board Diversity Matrix (as of March 8, 2024) | | | | | | Total number of directors 13 | | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Part I: Gender Identity | | | | | | Number of directors based on gender identity | 2 | 11 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 9 | — | — | | Two or more races or ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did not disclose demographic background | 1 | | | |
Board Diversity
| Board Diversity Matrix (as of March 6, 2023) | | | | | | Total number of directors 14 | | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Part I: Gender Identity | | | | | | Number of directors based on gender identity | 2 | 12 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 2 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 9 | — | — | | Two or more races or ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did not disclose demographic background | 1 | | | |
Board Diversity
| 12 | 2024 Annual Proxy Statement |
Nominees
Nominees A listing of and information about each of the 13 nominees is set forth below.
Nominees
| Ellen R. Alemany | PRINCIPAL OCCUPATION ∎ Retired banking executive ∎ First Citizens BancShares and FCB ➢ Special Advisor to our Chairman and CEO (January 2023 through December 2023) ➢ Former Vice Chairwoman (January 2022 through December 2022) ➢ Employed by FCB from January 2022 to January 2024 ∎ CIT Group Inc. and its subsidiary, CIT Bank, N.A. ➢ Chairwoman and Chief Executive Officer (2016-2022) ➢ Director, CIT Group Inc. (2014-2022) ∎ RBS Americas (“RBS”) ➢ Head of management structure that oversees Royal Bank of Scotland’s American business (2007-2013) ∎ RBS Citizens Financial Group, Inc. (subsidiary of RBS) ➢ Chief Executive Officer and Chairwoman (2008-2013) ∎ CitiGroup (1987-2007) ➢ Chief Executive Officer, Global Transaction Services (2006-2007) ➢ Executive Vice President, Commercial Business Group (2003-2006) ➢ 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 member of the Global Board of Advisors of Operation Hope, the Partnership for New York City, the March of Dimes, and the New York City Mayor’s Fund Board of Advisors. ∎ 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. Served on the boards of the Financial Services Roundtable, the Clearing House, the Equipment Leasing Association, and the Depository Trust and Clearing Corporation. ∎ 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 ∎ Director, Center for Discovery and Partnership for New York City ∎ Member, Board of Trustees for The Conference Board ∎ Director, Fidelity National Information Services, Inc. ∎ Director, Dun & Bradstreet Holdings, Inc. | | Age: 68 Director Since: 2022 Independent Director: No Current Board Committee Service: ∎ Risk Committee Other Current Public Company Directorships ∎ Fidelity National Information Services, Inc. ∎ Dun & Bradstreet Holdings, Inc. | |
Nominees
| 2024 Annual Proxy Statement | 13 |
Nominees
| John M. Alexander, Jr. | PRINCIPAL OCCUPATION ∎ Manager, McKnitt and Associates, LLC (commercial real estate) ∎ Former Chairman and Chief Executive Officer, Cardinal International Trucks, Inc. (truck dealer) KEY EXPERIENCE AND QUALIFICATIONS ∎ Visible and active community leader: Extensive community and public leadership experience includes service as a member of the North Carolina State Senate. ∎ Management and financial experience: More than 50 years in managing and operating a successful truck dealership. ∎ Corporate governance expertise: Service on boards of directors and board committees of not-for-profit entities and foundations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Former member, North Carolina State Senate ∎ Member, Board of Trustees, YMCA of the Triangle | | Age: 74 Director Since: 1990 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee ∎ Trust Committee of FCB’s Board (Chairman) Other Current Public Company Directorships ∎ None | | | 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 42 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-profit entities 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: 67 Director Since: 2002 Independent Director: Yes Current Board Committee Service: ∎ Compensation, Nominations and Governance Committee ∎ Risk Committee Other Current Public Company Directorships ∎ None | |
Nominees
| 14 | 2024 Annual Proxy Statement |
Nominees
| Peter M. Bristow Our and FCB’s President | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ President (since 2014) ➢ Employed by FCB since 2014 ∎ First Citizens Bancorporation, Inc. and its subsidiary bank, First Citizens Bank and Trust Company, Inc. ➢ President and Chief Operating Officer (2001-2014) KEY EXPERIENCE AND QUALIFICATIONS ∎ Strong leader with extensive management and financial experience: More than 31 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-profit entities and foundations. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Director, North Carolina Community Foundation ∎ Member, Board of Trustees, Saint Mary’s School ∎ Director, North Carolina Museum of Art Foundation | | Age: 58 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-law of Mr. Holding and Mrs. Bryant | | | Hope H. Bryant Our and FCB’s Vice Chairwoman | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ Vice Chairwoman (since 2011) ➢ Executive Vice President (2002-2011) ➢ 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 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-profit entities and foundations and non-public community financial institutions. ∎ Other Financial Institution Experience: Serves as a director of Southern BancShares (N.C.), Inc., and Fidelity BancShares (N.C.), Inc., and their respective bank subsidiaries. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Board of Advisors, 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: 61 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-law of Mr. Bristow | |
Nominees
| 2024 Annual Proxy Statement | 15 |
Nominees
| Michael A. Carpenter | PRINCIPAL OCCUPATION ∎ Retired banking executive ∎ Ally Financial, Inc. ➢ Chief Executive Officer and Director (2009-2015) ∎ CitiGroup (1998-2006) ➢ Chairman and Chief Executive Officer, Citigroup Alternative Investments (2002-2006) ➢ Chairman and Chief Executive Officer, Citigroup’s Global Corporate and Investment Bank (1998-2002) KEY EXPERIENCE AND QUALIFICATIONS ∎ Management and financial experience: Nearly 40 years of executive leadership, including turnarounds and mergers and acquisitions, in a wide range of financial services businesses, including global commercial and investment banking, capital markets, insurance, wealth and asset management, specialty lending, and venture capital. ∎ Visible and active community leader: Extensive community and public leadership experience including as Chairman of the Pearce Foundation, Board Member of the Sutton Trust, former Chairman of Year Up South Florida, and former Director of the New York City Investment Fund. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Director, Rewards Network ∎ Director, Validity Capital ∎ Director, Battea, Inc. ∎ Chairman, Law Finance Group ∎ Former Director, CIT Group Inc. and subsidiary CIT Bank, N.A. ∎ Former Board Member, New York Stock Exchange ∎ Former Director, General Signal Corp ∎ Former Director, Loews Cineplex ∎ Former Director, US Retirement Partners | | Age: 76 Director Since: 2022 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee Other Current Public Company Directorships ∎ AutoWeb, Inc. ∎ Symbotic, Inc. (formerly SVF Investment Corp. 3) | |
Nominees
| 16 | 2024 Annual Proxy Statement |
Nominees
| H. Lee Durham, Jr. Audit Committee Financial Expert | PRINCIPAL OCCUPATION ∎ Retired ∎ Former Certified Public Accountant and Partner, PricewaterhouseCoopers LLP ➢ Market and Regional Managing Partner ➢ National Leader of a practice line of business KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive financial and accounting experience: 32 years in public accounting with a significant portion dedicated to bank and public company clients. ∎ Corporate governance experience: Has served as director, chairman of the audit committee, chairman of the nominations and corporate governance committee, member of the compensation committee and lead independent director of another public financial services company. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Past Director, Charlotte Regional Sports Commission ∎ Past Member, North Carolina Innovation Council | | Age: 75 Director Since: 2003 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee (Chairman) ∎ Compensation, Nominations and Governance Committee ∎ Executive Committee Other Current Public Company Directorships ∎ None | |
Nominees
| 2024 Annual Proxy Statement | 17 |
Nominees
| Dr. Eugene Flood, Jr. | PRINCIPAL OCCUPATION ∎ Managing Partner, A Cappella Partners (family office focused on business, for profit and not-for-profit board 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 2022) ∎ President and Chief Executive Officer, Smith Breeden Associates (asset management firm) (2000-2011) ∎ TIAA-CREF (asset management and retirement planning firm) ➢ Executive Vice President (2011-2012) ➢ Member, CREF Board of Trustees and CREF Mutual Fund Board of Trustees (2004-2011) ∎ 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: 35 years in the financial service and asset management industries. ∎ Academic background: With a PhD from MIT, has an academic background in economics, which enables him to provide valuable insights on global macroeconomic trends, business strategy, business expansion and financial matters. ∎ Corporate governance: Service on board of directors and its committees for a publicly traded company; prior board of trustees experience for large organization; service on nonprofit advisory and foundation boards OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Chairman, 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 Trustee, Financial Accounting Foundation ∎ Former Director, The Foundation of the Carolinas ∎ Former Member, Steering Board, Eshelman Institute | | Age: 68 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 | |
Nominees
| 18 | 2024 Annual Proxy Statement |
Nominees
| Frank B. Holding, Jr. Our and FCB’s Chairman and Chief Executive Officer | PRINCIPAL OCCUPATION ∎ First Citizens BancShares and FCB ➢ Chairman (since 2009) ➢ Chief Executive Officer (since 2008) ➢ President (1994-2009) ➢ Employed by FCB since 1983 KEY EXPERIENCE AND QUALIFICATIONS ∎ Strong leader with extensive management and financial experience: Over 39 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-profit entities 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-public companies. OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎ Member, Advisory Board, Duke Energy Corporation ∎ Chairman, Board of Trustees, Blue Cross and Blue Shield of North Carolina ∎ Director, Global Transpark Foundation ∎ Director, Mount Olive Pickle Company ∎ Trustee, Wake Forest University ∎ 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: 62 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-law of Mr. Bristow | |
Nominees
| Robert R. Hoppe Risk Management Expert | PRINCIPAL OCCUPATION ∎ Retired ∎ Former Certified Public Accountant and partner, PricewaterhouseCoopers LLP 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: 72 Director Since: 2014 Independent Director: Yes Current Board Committee Service: ∎ Executive Committee ∎ Risk Committee (Chairman) Other Current Public Company Directorships ∎ None | |
Nominees
| 2024 Annual Proxy Statement | 19 |
Nominees
| David G. Leitch | PRINCIPAL OCCUPATION ∎ Retired legal counsel ∎ Bank of America (2016-2022) ➢ Global General Counsel (2016-2021) ➢ Vice Chair (2021-2022) ∎ Ford Motor Company ➢ Group Vice President and General Counsel (2005-2015) ∎ Executive Office of the President, The White House ➢ Deputy Counsel to the President of the United States (2002-2005) ∎ Federal Aviation Administration ➢ Chief Counsel (2001-2002) ∎ Hogan and Hartson L.L.P. (now Hogan Lovells US LLP) (1987-1990 and 1993-2001) ➢ Associate (1987-1990) ➢ Counsel (1993) ➢ Partner (1994-2001) KEY EXPERIENCE AND QUALIFICATIONS ∎ Extensive Management and Business Experience. Over 35 years of business experience, including 6 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-founding the 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-chair of 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: 63 Director Since: 2024 Independent Director: Yes Current Board Committee Service: ∎ Audit Committee ∎ Compensation, Nominations and Governance Committee Other Current Public Company Directorships ∎ None | |
Nominees
| 20 | 2024 Annual Proxy Statement |
Nominees
| 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 36 years of experience in managing, operating, and growing a successful industrial automation and engineering services business serving industries, including heavily regulated industries, with a national and international business perspective. ∎ Corporate governance experience: Service on boards of directors and board committees of not-for-profit entities 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: 65 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 and owner, Newcomb and Company (mechanical contractors) 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-profit entities. 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: 63 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 | |
Nominees
Our Board of Directors unanimously recommends that you vote “FOR” each of the 13 nominees named above. The 13 nominees who receive the highest numbers of votes will be elected.
Nominees
| 2024 Annual Proxy Statement | 21 |
Nominees
Our Board of Directors has adopted Corporate Governance Guidelines that, together with our Bylaws, establish various processes related to the structure and leadership of our Board and the governance of our organization, including those processes described in the following sections. Our Corporate Governance Guidelines and our Bylaws are available on our website at ir.firstcitizens.com/corporate-governance/governance-documents.
Director Retirement Policy
Director Retirement Policy The Boards have a director retirement policy under which a director is not eligible to stand for reelection to the Board at any stockholder meeting following the calendar year in which he or she reaches age 75. The Board has waived the retirement policy in certain instances for compelling reasons. In considering nominees for election at the Annual Meeting, the CNG Committee recommended, and the Board approved, one-year waivers under the retirement policy with respect to Michael A. Carpenter and H. Lee Durham, Jr. Mr. Carpenter, age 76, served as a director of CIT and was appointed to serve as our director following the CIT Merger during 2022. Mr. Carpenter’s extensive large bank and public company governance experience, including as Chief Executive Officer and a director of two large financial institutions, and as a director of other public companies, gives him experience in corporate governance and knowledge of the risk and regulatory environment for similarly situated, large financial institutions, including in the areas of finance, asset management, and structuring, as well as expertise in capital markets and capital management. Mr. Durham, age 75, has served as Chairman of our Audit Committee since 2003 and is designated as our Audit Committee Financial Expert. He is a former Certified Public Accountant who retired from the public accounting firm of PricewaterhouseCoopers LLP with 32 years of public accounting and audit experience, much of which involved financial institutions and other public companies. We believe Mr. Carpenter’s and Mr. Durham’s experience and insights are critical to the Boards and our stockholders, and that their continued service will provide continuity and consistency in the Boards’ oversight role, following the significant increases in the size and complexity of our company following the CIT Merger and the SVB Acquisition and as new directors are onboarded.
Human Capital Management
| (1) Source: 2022 PwC Saratoga Benchmark for Financial Services, which includes asset management, banking, and insurance. |
Our Executive Compensation Philosophy and Objectives
| ● | rewarding sustained long-term performance, service, and loyalty; |
Our Executive Compensation Philosophy and Objectives
| ● | 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; |
2023 Compensation Actions and Decisions
| ● | Continued Use of Growth in Tangible Book Value as the LTIP Performance Metric — As noted below, 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. |
2023 Compensation Actions and Decisions
| ● | Long-Term Incentive Plan (“LTIP”) New Awards and Payments: |
2023 Compensation Actions and Decisions
| ➢ | In January 2023, the Committee approved the grant of cash-based LTIP performance awards to our NEOs for a three-year 2023-2025 Performance Period based on the same performance measure used in prior years — the growth rate of our tangible book value, plus dividends paid (the “TBV+D Growth Rate”), subject to certain adjustments. As with the grants made in 2022, the Committee set the Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30%, and 48%, respectively, with payment opportunities for performance at those levels to be based on 50%, 100%, and 150% of the Target Amounts of the awards. |
2023 Compensation Actions and Decisions
| ➢ | During January 2024, the Committee approved payment of the three-year cash performance awards previously granted under the LTIP for the 2021-2023 Performance Period, which are reported in this proxy statement as compensation for 2023. |
2023 Compensation Actions and Decisions
| ● | No Change in Control Arrangements or Stock-Based Compensation — We 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. |
2024 Compensation Actions and Decisions
| ● | LTIP Awards — In January 2024, the Committee approved the grant of LTIP cash performance awards for a new, three-year 2024-2026 Performance Period based on the same TBV+D Growth Rate performance measure used in prior years and with increased Target Amounts and payment opportunities as compared to the 2023-2025 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. |
Cash Compensation
Long-Term Incentive Plan (“LTIP”). Since 2014, we have rewarded long-term performance through cash award opportunities that may be earned based on the extent of attainment of performance goals under our LTIP. The LTIP is intended to reinforce the link between the interests of our participating officers and the interests of our company and our stockholders, and to motivate and reward executive officers for their contributions toward achieving our strategic plan’s central objective of building the long-term value of our company and our stockholders’ investments. Cash incentive awards may be granted by the Committee under the LTIP in amounts (“Target Amounts”) which are expressed as percentages of officers’ base salaries. The awards represent opportunities to receive cash payments based on the extent to which performance goals set by the Committee at “Threshold” (i.e., minimum), “Target,” and “Stretch” (i.e., maximum) levels are met or exceeded during stated periods of time (“Performance Periods”). If performance over the Performance Period exceeds the Threshold level but not the Target level, or exceeds the Target level but not the Stretch level, the amount earned by each officer will be interpolated by the Committee. The maximum amount of awards that may be paid under the LTIP to any one participant in any one fiscal year is $10 million. Since its inception, awards generally have been granted under the LTIP each year for overlapping three-year Performance Periods and with performance objectives based on cumulative growth in the tangible book value per share (“TBV”) of our common stock plus cumulative dividends per share (“D”) paid over the applicable Performance Periods (the “TBV+D Growth Rate”). Our TBV on each measurement date is the 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 Committee believes growth in TBV is a key driver of long-term value. As a result, the Committee believes that using growth in TBV as the primary component of the performance goals for our LTIP is consistent with our focus on long-term objectives and our emphasis on financial stability and growth in stockholder value. The Committee believes those objectives are factors that have contributed to our financial success over the years. The TBV+D Growth Rate is determined according to the following formula:
Cash Compensation
| (1) Performance goals were set for awards for the 2022-2024, 2023-2025, and 2024-2026 Performance Periods at Threshold, Target and Stretch TBV+D Growth Rate levels of 12%, 30%, and 48%, respectively, which represented higher Target and Stretch TBV+D Growth Rate goals than in years prior to 2022. |
Cash Compensation
All awards listed in the table are subject to the Clawback Policy described below under the caption “Incentive-Based Compensation Clawback Policy.” Merger Performance Plan (“MPP”). During 2022, the Committee approved the MPP under which eligible executives and other associates of FCB and its affiliates may be offered opportunities to earn awards, payable in cash, based upon attainment of performance objectives related to our mergers and acquisitions. The primary purpose of the MPP is to motivate and reward associates who have significant involvement in and responsibility for post-acquisition processes by offering cash incentives that are dependent on the realization of benefits of mergers and acquisitions to our company and stockholders. During February 2023, the Committee approved performance award opportunities for our NEOs for 2023 in specified “Target” amounts. The awards could be earned based on the attainment of performance objectives related to the CIT Merger, which included the timely achievement of remaining conversion and integration milestones with respect to the operations of CIT and its bank subsidiaries, CIT Bank, N.A., OneWest Bank and Mutual of Omaha Bank, and the continued realization of merger cost savings and synergies, as well as individual performance. The performance objectives were intended to be challenging, but achievable with superior effort at the “Target” level. During July 2023, the Committee approved additional performance award opportunities for our NEOs for 2023 in specified “Threshold,” “Target,” and “Maximum” amounts which could be earned based on the attainment during 2023 of performance objectives related to the SVB Acquisition, including the timely achievement of conversion and integration milestones with respect to the operations of SVB, the realization of cost savings and synergies resulting from that acquisition, and risk management objectives, as well as individual performance. The performance objectives were intended to be challenging, but achievable at the “Threshold” level, with increasing difficulty at the “Target” and “Maximum” levels. MPP awards granted for 2023 are listed in the Grants of Plan-Based Awards table. Under the MPP, the Committee can reduce or eliminate the amount of any award by applying negative discretion, including an award that would otherwise be earned and payable under the terms of the plan. On December 31, 2023, the period covered by the awards ended with respect to both the CIT MPP awards and the SVB MPP awards, and during January 2024, the Committee approved payments to participants based on its assessment of pre-determined performance objectives with respect to the 2023 MPP awards, including integration and conversion milestones, cost savings and synergies, and risk management, as well as individual performance. Each NEO received payment of the Target amount of his or her CIT award and the Maximum amount of his or her award opportunity for the SVB Acquisition. The amounts of those payments made to our NEOs are included in the aggregate amounts listed on the 2023 line of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 4 to that table. During January 2024, the Committee also approved new performance award opportunities under the MPP. For 2024 award opportunities, performance objectives with respect to the CIT Merger include the optimization of merger cost savings and synergies, risk management, individual performance, our overall results, and other related specific objectives; and, with respect to the SVB Acquisition the performance objectives include timely integration achievement, risk management, individual performance, our overall results, and other related specific goals. Additional information regarding the MPP and awards approved under it is contained in the narrative discussion under the caption “EXECUTIVE COMPENSATION — Grants of Plan-Based Awards.” The following table lists the dollar amounts of MPP award opportunities that could be paid to our NEOs for 2024 at each performance level under all outstanding MPP awards they currently hold, which include those granted to them in January 2024 related to the CIT Merger and the SVB Acquisition.
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans During February 2021, the Committee recommended, and FCB’s Board approved, an unfunded, nonqualified deferred compensation plan (the “FCB 2021 Plan”) that permits plan participants to save for retirement and other long-term financial goals on a tax-deferred basis by electing to defer their receipt of up to 80% of their base salaries and LTIP award payments. FCB credits participants’ deferred amounts with deemed investment gains, and deducts deemed investment losses, based on hypothetical investment options selected by the participants from a menu of investment options which are used only for purposes of measuring the amounts to be added to or deducted from participants’ accounts. Many of those hypothetical investment options are identical to the investment options offered to participants in FCB’s Section 401(k) plans. However, certain investment funds that are available to Section 401(k) plan participants are not options hypothetically available to FCB 2021 Plan participants because those investment funds are only available for the investment of assets held in employer-sponsored ERISA retirement plans, or because they are not available to plans that have smaller aggregate amounts of assets. In the case of those Section 401(k) plan investment options, a similar investment fund option is offered to participants in the FCB 2021 Plan that is equivalent to, but not more favorable than, the Section 401(k) plan option, with the exception of five investment funds available to Section 401(k) plan participants for which no comparable option is available to FCB 2021 Plan participants. The FCB 2021 Plan does not provide for FCB to make any additional or discretionary contributions to participants’ plan accounts. Mr. Nix, Mrs. Bryant, and Mr. Bristow were participants in and deferred compensation under the FCB 2021 Plan during 2023. Mr. Holding and Mrs. Rupp are eligible to participate in the FCB 2021 Plan but have not elected to defer any compensation and do not have account balances under the plan. Also, prior to our merger with FCB-SC during 2014, FCB-SC maintained two unfunded, nonqualified deferred compensation plans (the “FCB-SC Plans”) in which various officers of FCB-SC were participants. In connection with that merger, FCB agreed to assume, pay interest on (at the fixed interest rates provided for in the FCB-SC Plans), and distribute plan participants’ accounts in accordance with the terms of the plans as they existed when the merger was completed. Participants may not make any further deferrals under the FCB-SC Plans, and FCB does not make any additional or discretionary contributions to the accounts of participants in the FCB-SC Plans. Mr. Nix and Mr. Bristow each have accounts under both of the FCB-SC Plans, and a portion of the interest credited to each of their accounts for 2023 was considered to be “above market” under the SEC’s disclosure rules and is included in their amounts listed under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table and described in Footnote 6 to that table. Additional information about the above three plans, including amounts deferred by Mr. Nix, Mrs. Bryant, and Mr. Bristow, deemed net investment gains credited to their accounts during 2023 under the FCB 2021 Plan, interest credited to Mr. Nix’s and Mr. Bristow’s FCB-SC Plan accounts for 2023, and their respective year-end account balances under all three plans, is contained in this proxy statement under the caption “EXECUTIVE COMPENSATION – Nonqualified Deferred Compensation.”
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position During 2023 | Year | Salary (2) | Bonus (3) | Stock Awards | Non-Equity Incentive Plan Compensation (2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)(6) | All Other Compensation (7) | Total | | Frank B. Holding, Jr. (1) Chairman and Chief Executive Officer | 2023 | $1,010,000 | $-0- | $-0- | $8,506,875 | $429,578 | $14,850 | $9,961,303 | | | 2022 | 1,010,000 | -0- | -0- | 7,008,250 | -0- | 13,725 | 8,031,975 | | | 2021 | 1,010,000 | 1,500,000 | -0- | 3,046,365 | 60,063 | 13,050 | 5,629,478 | | Craig L. Nix Chief Financial Officer | 2023 | 675,000 | -0- | -0- | 4,214,688 | 197,416 | 14,850 | 5,101,954 | | | 2022 | 675,000 | -0- | -0- | 3,216,563 | 21,003 | 13,725 | 3,926,291 | | | 2021 | 675,000 | 575,000 | -0- | 1,606,500 | 23,019 | 13,050 | 2,892,569 | | Hope H. Bryant (1) Vice Chairwoman | 2023 | 700,000 | -0- | -0- | 4,990,000 | 337,788 | 14,850 | 6,042,638 | | | 2022 | 700,000 | -0- | -0- | 3,994,063 | -0- | 13,725 | 4,707,788 | | | 2021 | 700,000 | 900,000 | -0- | 1,731,188 | 54,538 | 13,050 | 3,398,776 | | Peter M. Bristow (1) President | 2023 | 700,000 | -0- | -0- | 5,190,000 | 322,227 | 14,850 | 6,227,077 | | | 2022 | 700,000 | -0- | -0- | 3,994,063 | 40,847 | 13,725 | 4,748,635 | | | 2021 | 700,000 | 900,000 | -0- | 1,731,188 | 65,503 | 13,050 | 3,409,741 | | Lorie K. Rupp Chief Risk Officer | 2023 | 550,000 | -0- | -0- | 2,853,750 | -0- | 29,700 | 3,433,450 | | | 2022 | 550,000 | -0- | -0- | 2,094,500 | -0- | 27,450 | 2,671,950 | | | 2021 | 550,000 | 525,000 | -0- | 670,313 | -0- | 26,100 | 2,466,660 |
SUMMARY COMPENSATION TABLE
| (1) Mr. Holding, Mrs. Bryant, and Mr. Bristow each served as a member of the Boards during each year, but they received no additional compensation for their services as directors. |
SUMMARY COMPENSATION TABLE
| (2) Salary and Non-Equity Incentive Plan Compensation amounts include the portions, if any, of each officer’s base salary and non-equity incentive plan compensation paid by FCB that were deferred at each officer’s election under our Section 401(k) plans and, in the case of Mr. Nix, Mrs. Bryant, and Mr. Bristow, under the FCB 2021 Plan. |
SUMMARY COMPENSATION TABLE
| (3) Bonus amounts shown for 2021 reflect discretionary “merger success” bonuses paid to them in connection with the CIT Merger. |
SUMMARY COMPENSATION TABLE
| (4) Reflects the aggregate of amounts paid to NEOs (i) for each year with respect to awards under FCB’s LTIP, as described in the narrative discussion under the caption “Long-Term Incentive Plan (‘LTIP’)” and (ii) for 2023 and 2022 only, with respect to award opportunities under FCB’s MPP as described in the narrative discussion under the caption “Merger Performance Plan (‘MPP’).” The following table reflects amounts paid to each NEO, under each plan for 2023. |
SUMMARY COMPENSATION TABLE
| Plan | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | Lorie K. Rupp | | LTIP | $5,996,875 | $2,742,188 | $3,500,000 | $3,500,000 | $1,718,750 | | MPP (CIT awards) (a) | 1,010,000 | 472,500 | 490,000 | 690,000 | 385,000 | | MPP (SVB awards) (b) | 1,500,000 | 1,000,000 | 1,000,000 | 1,000,000 | 750,000 |
SUMMARY COMPENSATION TABLE
| (a) Reflects payments made with respect to the MPP awards for 2023 described in the Grants of Plan Based Awards table below related to the CIT Merger. |
SUMMARY COMPENSATION TABLE
| (b) Reflects payments made with respect to the MPP awards for 2023 described in the Grants of Plan Based Awards table below related to the SVB Acquisition. |
SUMMARY COMPENSATION TABLE
| (5) Amounts in this column consist of two components, including: |
SUMMARY COMPENSATION TABLE
| ● | “Change in Pension Value,” which represents the net aggregate amount of the increase, if any, for each year in (i) for officers who are pension plan participants, the actuarial present value of those officers’ accumulated benefits under defined benefit pension plans, and (ii) for officers who are parties to separation from service agreements with FCB, the present value of monthly payments that would be made under those agreements to the officers in the future for a period of 10 years following their separation from service at agreed-upon ages; and |
SUMMARY COMPENSATION TABLE
| ● | in the case of Mr. Nix and Mr. Bristow only, “Nonqualified Deferred Compensation Earnings,” which, as described in Footnote 6 below, represent amounts of interest paid on nonqualified deferred compensation that is considered to be “above market” under the SEC’s disclosure rules. |
SUMMARY COMPENSATION TABLE
“Change in Pension Value” amounts do not represent payments actually received by NEOs. As further described in the narrative discussion under the caption “Retirement Benefits and Separation from Service Payments,” each year we determine present values of benefits and future payments under the pension plans and separation from
SUMMARY COMPENSATION TABLE
| 56 | 2024 Annual Proxy Statement |
SUMMARY COMPENSATION TABLE
service agreements as of December 31 in order to reflect the amounts of our future obligations to the NEOs under the plans and those agreements in our consolidated financial statements. Future payments are projected based on a number of assumptions, including assumptions regarding future events (including, in the case of the pension plans, mortality assumptions), and we discount the projected future payments to present values using a rate of interest calculated by a third party based on a theoretical portfolio of high quality corporate bonds that would be sufficient to provide for projected payments under the pension plans and agreements. Under financial and pension accounting principles, those assumptions and the discount rates change from time to time. In general, the present value of an officer’s future payments increases as the officer grows older and the time before the commencement of those payments decreases. The present values also increase if the discount rate used in the calculation decreases from one year to the next, and they decrease if the discount rate increases. Changes in the other assumptions we use also can result in increases or decreases in present values. The discount rates used for calculating the present values for each year covered in the table below were: for 2023, 5.16% for the pension plans and 4.60% for the separation from service agreements; for 2022, 5.57% for the pension plans and 4.73% for the separation from service agreements; and 3.04% for both plans for 2021. For 2023, aggregate present values at December 31 increased as compared to the amounts at December 31 of the prior year resulting primarily from the decrease in the discount rates used in determining present values (as compared to the rates used for 2022), as well as from the one-year decrease in the time remaining before the commencement of payments. For 2022, the aggregate present values at December 31 decreased as compared to the amounts at December 31 of the prior year resulting primarily from an increase in the discount rates used in determining present values (as compared to the rates used for 2021), offset somewhat by the one-year decrease in the time remaining before the commencement of payments. As provided in the SEC’s disclosure rules, the net decrease in aggregate present values for each NEO for 2022 is reflected as $-0-in the Summary Compensation Table. For 2021, aggregate present values at December 31 increased by lesser amounts than in prior years, or, in the case of separation from service agreements, decreased, resulting primarily from an increase in the discount rates used in determining present values (as compared to the rate used for 2020), offset somewhat by a one-year decrease in the time before commencement of payments. Present value amounts could increase or decrease in future years if discount rates decrease or increase or there are changes in other assumptions. The separate increases or decreases for 2023, 2022, and 2021 for each NEO who participates in a pension plan and the separation from service agreements are listed in the following table. Mrs. Rupp is not a participant in a pension plan and does not have a separation from service agreement.
SUMMARY COMPENSATION TABLE
| | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | | 2023 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $277,630 | $142,071 | $281,013 | $222,847 | | Increase (decrease) in present value of future monthly payments under separation from service agreements | 151,948 | 32,553 | 56,775 | 55,054 | | Aggregate increase (decrease) | 429,578 | 174,624 | 337,788 | 277,901 | | 2022 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $(433,317) | $(355,382) | $(489,873) | $(441,347) | | Increase (decrease) in present value of future monthly payments under separation from service agreements | (340,295) | (152,171) | (152,438) | (187,793) | | Aggregate increase (decrease) | $(773,612) | $(507,553) | $(642,311) | $(629,140) | | 2021 | | | | | | Increase (decrease) in actuarial present value of accumulated benefits under pension plan | $63,624 | $21,434 | $60,926 | $42,371 | | Increase (decrease) in present value of future monthly payments under separation from service agreements | (3,561) | (17,770) | (6,388) | (14,510) | | Aggregate increase (decrease) | $60,063 | $3,664 | $54,538 | $27,861 |
SUMMARY COMPENSATION TABLE
| (6) In addition to their “Change in Pension Value,” the amounts listed in this column of the Summary Compensation Table for 2023, 2022, and 2021 for Mr. Nix and Mr. Bristow include “Nonqualified Deferred Compensation Earnings” which represent portions of the interest accrued by FCB to their accounts each year under nonqualified deferred compensation plans it assumed from FCB-SC in 2014 that is considered to be “above market” (for 2023, $22,792 for Mr. Nix, and $44,326 for Mr. Bristow). Those “above market” amounts equal the portions of total interest FCB credited to each officer’s accounts each year at the fixed interest rate provided for in the plans that exceed the amounts that would have been accrued at rates equal to 120% of the Internal Revenue Service’s “applicable federal rates” for the months during which the actual fixed accrual rate was set. Interest credited to their accounts that is not considered to be “above market” is not included in the table. None of our other NEOs had any “Nonqualified Deferred Compensation Earnings” for any year in the table, and none are included in their amounts listed in this column. Additional information regarding our NEOs’ participation in nonqualified deferred compensation plans during 2023 is contained in the narrative discussion under the caption “Nonqualified Deferred Compensation.” |
SUMMARY COMPENSATION TABLE
| (7) The following table describes each officer’s “Other Compensation” for 2023. |
SUMMARY COMPENSATION TABLE
| Description | Frank B. Holding, Jr. | Craig L. Nix | Hope H. Bryant | Peter M. Bristow | Lorie K. Rupp | | FCB’s matching contributions under Section 401(k) plans (a) | $14,850 | $14,850 | $14,850 | $14,850 | $19,800 | | FCB’s additional profit-sharing contributions under FCB 401(k) Plan (a) | — | — | — | — | 9,900 | | Estimates of FCB’s aggregate incremental costs related to personal benefits (b) | — | — | — | — | — | | Total Other Compensation | $14,850 | $14,850 | $14,850 | $14,850 | $29,700 |
SUMMARY COMPENSATION TABLE
| (a) Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow participate in the FCB Legacy 401(k) Plan and, as a result, received FCB’s matching contributions to their accounts during 2023 but did not receive additional profit-sharing contributions. Mrs. Rupp participates in the FCB 401(k) Plan and received a profit-sharing contribution to her account for 2023 in addition to FCB’s matching contributions. The FCB Legacy 401(k) Plan and FCB 401(k) Plan are described below under the caption “Section 401(k) Plans.” |
SUMMARY COMPENSATION TABLE
| 2024 Annual Proxy Statement | 57 |
SUMMARY COMPENSATION TABLE
| (b) From time to time our executive officers, including our NEOs, receive or may be deemed to have received various personal benefits from FCB. We believe FCB’s aggregate incremental cost associated with personal benefits provided during 2023 to each of our NEOs listed in the table did not exceed $10,000 and, for that reason, no amount for personal benefits is included for any of them in the table above or in the “All Other Compensation” column in the Summary Compensation Table. FCB also provides each of our executive officers with group life, health, medical, and other insurance coverages for themselves and their spouses and families on the same terms as those coverages are provided to all full-time employees. The cost of that insurance is not included in the table. Additional information regarding personal benefits is contained in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS.” |
Grants of Plan-Based Awards
Grants of Plan-Based Awards During 2023, various plan-based award opportunities were approved for the NEOs listed in the Summary Compensation Table. Those awards are listed in the table below and are further described in the paragraphs following the table.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold | Target | Stretch (4) | | Frank B. Holding, Jr. | 01/23/2023(1) | $2,398,750 | $4,797,500 | $7,196,250 | | | 02/22/2023(2) | — | 1,010,000 | — | | | 07/24/2023(3) | 500,000 | 1,000,000 | 1,500,000 | | Craig L. Nix | 01/23/2023(1) | 1,096,875 | 2,193,750 | 3,290,625 | | | 02/22/2023(2) | — | 472,500 | — | | | 07/24/2023(3) | 333,333 | 666,667 | 1,000,000 | | Hope H. Bryant | 01/23/2023(1) | 1,400,000 | 2,800,000 | 4,200,000 | | | 02/22/2023(2) | — | 490,000 | — | | | 07/24/2023(3) | 333,333 | 666,667 | 1,000,000 | | Peter M. Bristow | 01/23/2023(1) | 1,400,000 | 2,800,000 | 4,200,000 | | | 02/22/2023(2) | — | 690,000 | — | | | 07/24/2023(3) | 333,333 | 666,667 | 1,000,000 | | Lorie K. Rupp | 01/23/2023(1) | 687,500 | 1,375,000 | 2,062,500 | | | 02/22/2023(2) | — | 385,000 | — | | | 07/24/2023(3) | 250,000 | 500,000 | 750,000 |
GRANTS OF PLAN-BASED AWARDS
| (1) Awards were granted on January 23, 2023, under FCB’s LTIP for the 2023-2025 Performance Period. See “Long-Term Incentive Plan (‘LTIP’)” below. “Threshold,” “Target,” and “Stretch” amounts reflect the amounts of the LTIP awards that may be paid to each NEO at “Threshold” (i.e., minimum), “Target,” and “Stretch” (i.e., maximum) levels of performance during the Performance Period in relation to goals set by the Committee for the awards. The amounts payable at the Target level of performance (“Target Amount”) were based on percentages of the officers’ 2023 base salary rates as follows: Mr. Holding – 475%; Mr. Nix – 325%; Mrs. Bryant – 400%; Mr. Bristow – 400%; and Mrs. Rupp – 250%. At the end of the Performance Period, payments may be made to the officers equal to 50%, 100%, and 150% of their Target Amounts for performance at the Threshold, Target, and Stretch levels, respectively. If performance over the Performance Period exceeds the Threshold level but not the Target level, or exceeds the Target level but not the Stretch level, the amount earned by each NEO will be interpolated by the Committee. Stretch amounts are the maximum amounts that may be paid for the 2023-2025 Performance Period. |
GRANTS OF PLAN-BASED AWARDS
| (2) Award opportunities were approved on February 22, 2023, for 2023 based on continued attainment of performance objectives related to the CIT Merger, including timely achievement of conversion and integration milestones with respect to the operations of CIT and its subsidiaries, and the continued realization of merger cost savings and synergies, as well as individual performance. See “Merger Performance Plan (‘MPP’)” below. The “Target” amounts of the NEOs’ awards reflect the amounts that could be paid to them if performance objectives for the awards for 2023 were determined to have been satisfied at the end of the year. The awards for 2023 were paid at the Target level during February 2024 and are included in the aggregate amount listed for each NEO for 2023 in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. Those payments are separately listed in Footnote 4 to that table. |
GRANTS OF PLAN-BASED AWARDS
| (3) Award opportunities were approved on July 24, 2023, for 2023 based on attainment of performance objectives related to the SVB Acquisition during 2023, including timely achievement of conversion and integration milestones with respect to the operations of SVB and its subsidiaries, the realization of acquisition cost savings and synergies, and risk management objectives, as well as individual performance. See “Merger Performance Plan (‘MPP’)” below. The “Threshold,” “Target,” and “Stretch” (“Maximum”) amounts of the NEOs’ awards reflect the amounts that could be paid to them for 2023 based on the degree to which performance objectives for the awards were determined to have been satisfied at the end of the year. The awards for 2023 were paid at the Maximum level during February 2024 and are included in the aggregate amount listed for each NEO for 2023 in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. Those payments are separately listed in Footnote 4 to that table. |
GRANTS OF PLAN-BASED AWARDS
| (4) In the case of the MPP awards, the “Stretch” amount reflects the “Maximum” amount that may be paid for the year. |
GRANTS OF PLAN-BASED AWARDS
Long-Term Incentive Plan (“LTIP”). Under FCB’s LTIP, eligible associates of FCB and its affiliates may be offered opportunities to earn awards stated as percentages of their base salary rates, and payable in cash, based upon attainment of objective performance goals. The LTIP is intended to promote a closer alignment of the participants’ interests with our corporate interests and the long-term interests of our stockholders, and to encourage participants’ efforts to enhance our efficiency, profitability, growth, and value. Each year our CNG Committee considers the grant of new awards under the LTIP. Awards granted each year have provided for payments based on
GRANTS OF PLAN-BASED AWARDS
| 58 | 2024 Annual Proxy Statement |
GRANTS OF PLAN-BASED AWARDS
performance goals measured over stated periods of time (“Performance Periods”) which generally have been specified as three calendar years. As reflected in the table above, during January 2023, the Committee approved the grant of awards to our NEOs listed in the table for a new, three-year 2023-2025 Performance Period. The LTIP is administered by the CNG Committee, which selects associates to whom awards will be granted. All salaried associates who are considered to be in the “Executive Career Level,” as defined by FCB’s Career Framework, are eligible to participate in the LTIP. In general, when the Committee grants awards under the LTIP, it establishes the Performance Period during which performance will be measured, establishes one or more specific written performance objectives and specific goals for each participant and/or for each group of participants for that Performance Period, and assigns to each participant a target award (a “Target Amount”) for the Performance Period. Performance Periods may be coincident with one or more of our fiscal years, or any portions thereof, and to date they have been overlapping. Each participant may earn a percentage set by the Committee at the time of grant (the “Award Percentage,” which may exceed or be less than 100%) of his or her Target Amount based on the extent of attainment of the performance goals established by the Committee for the relevant Performance Period. The maximum amount of awards that may be paid to any one participant in any one fiscal year under the LTIP is $10 million. As conditions to their awards, participants must agree to non-solicitation and nondisclosure obligations. The non-solicitation obligations cover the term of each participant’s employment and a period of one year after termination of employment, while the nondisclosure obligations cover all times during and after each participant’s employment with FCB. During the non-solicitation period, other than on behalf of FCB, each participant will generally be prohibited from employing or soliciting for employment any associate of FCB who was supervised by or was personally known to the participant, or soliciting the business of any customer or prospective customer with whom the participant had material contact. Subject to customary limitations, the nondisclosure provisions will require the participant to maintain the confidentiality of all of FCB’s business information, trade secrets, and data and return all such materials in his or her possession to FCB upon termination of employment. Performance objectives under the LTIP may be based on individual, business unit/function, and/or corporate performance, or any combination thereof. If a participant’s performance goals are based on a combination of performance criteria, the Committee may weight the importance of each type of performance that applies to the participant by assigning a percentage to it. The Committee also may apply other or non-objective performance criteria for participants to the extent permitted, or not prohibited, by applicable law and regulations. The targeted levels of performance with respect to performance objectives may be established at such levels and on such terms as the Committee in its discretion may determine, including but not limited to on an absolute basis, in relation to performance in a prior Performance Period, and/or relative to one or more peer group companies or indices, or any combination thereof, and performance objectives and results may be determined without regard to extraordinary items. The Committee may adjust awards as appropriate for partial achievement of goals or other factors, and may interpret and make necessary and appropriate adjustments to performance goals and the manner in which goals are evaluated. Performance objectives are required to be established by the Committee no more than 90 days after the commencement of the Performance Period to which the objectives relate and before 25% of the relevant Performance Period has elapsed. As soon as practicable after the end of a Performance Period, the Committee will determine whether performance goals for the period were met and, if so, at what level of achievement, under specific formulae established for the period. If performance goals are met, the Committee will determine the amount of each participant’s Target Amount that has been earned and will be paid. The Committee has unilateral discretion to reduce or eliminate the amount of an award, including an award otherwise earned and payable under the LTIP. The Committee has discretion to determine whether awards will be paid or forfeited in the event of a participant’s termination of employment before the end of a Performance Period or prior to payment of the awards. If a participant dies, retires, becomes disabled, is assigned to a different position, is granted a leave of absence, or another similar event occurs, or if the participant’s employment is otherwise terminated (except for cause) by us during a Performance Period, a pro rata share of the participant’s award based on the period of actual participation may be paid to the participant, at the Committee’s discretion, after the end of the Performance Period if and to the extent that it would have become earned and payable had the participant’s employment status not changed. FCB’s Board may amend, discontinue, or terminate the LTIP in whole or in part at any time, subject to stockholder approval of any amendments if required by applicable laws, rules, or regulations and to participant consent if any such action may adversely affect any award earned and payable under the LTIP at that time. However, the Committee has unilateral authority to amend the LTIP and any award (without participant consent) to the extent necessary to comply with applicable laws, rules, or regulations, or changes to applicable laws, rules, or regulations, as well as to reduce or eliminate an award. The Committee also may adjust or modify the terms of awards, performance objectives, or performance calculations (i) in the event of a large, special, and non-recurring dividend or distribution, or a recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, forward or reverse split, stock dividend, liquidation, dissolution, or other similar corporate or strategic transactions, or in recognition of any other unusual or nonrecurring
GRANTS OF PLAN-BASED AWARDS
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GRANTS OF PLAN-BASED AWARDS
event or extraordinary item affecting us or our financial statements, or (ii) in response to changes in applicable laws and regulations, accounting principles, and tax rates, or changes in business conditions, or the Committee’s assessment of our business strategy. In addition, the Committee’s authority to grant awards and authorize payments under the LTIP does not restrict its authority, and the Board reserves the right, to grant compensation under other compensation plans or programs, grant discretionary bonuses, or otherwise pay compensation, to any officers and associates. As described under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Incentive-Based Compensation Clawback Policy,” payments of awards under the LTIP are subject to the Clawback Policy. Under the awards granted during January 2023 that are listed in the table above, a percentage of the Target Amount of each award could be earned at the end of its Performance Period based on the extent to which we have attained performance goals set for the awards. As has been the case with all previous awards, the performance goals for the awards were based on growth in the tangible book value per share (“TBV”) of our common stock, plus cumulative dividends per share (“D”) paid, over the 2023-2025 Performance Period that applies to the awards (the “TBV+D Growth Rate”). The Committee set the same Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30% and 48%, respectively, as had been set for awards beginning in 2022. Our tangible book value per share on each measurement date is the amount equal to our total assets, minus our intangible assets, minus our liabilities, divided by the total outstanding shares of both classes of our common stock. The TBV+D Growth Rate is determined according to the following formula: TBV at the end of the Performance Period, minus TBV at the beginning of the Performance Period, plus cumulative dividends paid on the stock during the Performance Period, divided by TBV at the beginning of the Performance Period, subject to adjustments the Committee is authorized by the terms of the LTIP to make in order to eliminate, or to spread over several years, the effect of strategic decisions made by the Board during a Performance Period, such as bargain purchase gains and other merger or acquisition related items, and share repurchases and other items that may have an immediate impact on TBV but which the Board believes will be beneficial to stockholders in future years. The Threshold, Target, and Stretch performance levels set by the Committee for the awards granted in 2023 would result in the same Award Percentages of 50%, 100%, and 150%, respectively, as had been set for awards beginning in 2022. In the Grants of Plan-Based Awards table above, the dollar amounts reflect the amounts that could be earned and paid at each performance level set by the Committee. On December 31, 2023, the 2021-2023 Performance Period ended for awards granted during 2021, and during February 2024 payments were made to participants in the LTIP with respect to those three-year awards. The Threshold, Target, and Stretch performance levels set by the Committee during 2021 for those awards were TBV+D Growth Rates of 12.0%, 24.0%, and 36.0%, respectively. After making adjustments to, among other things, eliminate the significant net positive effects on tangible book value of the CIT Merger during 2022 and the SVB Acquisition during 2023 (which alone may have maximized awards under the LTIP), and to continue spreading over three years the impacts of share repurchases and of intangible assets related to other acquisitions in prior years, which adjustments, in the aggregate, reduced the TBV+D Growth Rate, the Committee determined that our TBV+D Growth Rate, as so adjusted, for the 2021-2023 Performance Period exceeded the Stretch performance level of 36%, and payments were made to LTIP participants at the maximum Award Percentage of 125% of Target Amounts. The amounts of those payments made to our NEOs for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 4 to that table. Information regarding all outstanding awards under the plan currently held by our NEOs is contained in the discussion under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Long-Term Incentives.” Merger Performance Plan (“MPP”). The MPP was adopted by our joint CNG Committee (under authority delegated by the Boards) during May 2022 following consummation of the CIT Merger. Under the plan, eligible executives and other associates of FCB and its affiliates may be offered opportunities to earn awards payable in cash based upon attainment of performance objectives related to our mergers and acquisitions. The primary purpose of the MPP is to motivate and reward associates who have significant involvement in and responsibility for post-acquisition processes by offering cash incentives that are dependent on the realization of the benefits of mergers and acquisitions to our company and stockholders since, as noted above, the significant net positive effect on tangible book value of the CIT Merger, as well as the SVB Acquisition, were eliminated from consideration in determining the realization of performance levels under the LTIP. The MPP is administered by the CNG Committee. The plan authorizes the Committee to select associates as participants for whom awards will be approved, set the amounts of the awards, performance objectives, and other terms and conditions of each award, and specify the period during which achievement of performance objectives will be measured. Executive career level and other associates who play a key role in merger and acquisition planning and integration processes are eligible to participate in the MPP. The CNG Committee, in its discretion, may delegate all or part of its authorities under the plan to one or more directors and/or officers; provided, however, that it may not delegate its responsibility to make awards to executive officers. The Committee is authorized to establish, suspend, or waive any rules for the administration, interpretation, and application of the MPP and make any determination, and take any other action, that it considers necessary or desirable for the administration of the plan.
GRANTS OF PLAN-BASED AWARDS
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GRANTS OF PLAN-BASED AWARDS
Performance objectives under the MPP may be tied to one or more of the following: timely achievement of stabilization, integration, or optimization milestones, realization of merger or acquisition cost savings and synergies, risk management, individual performance, or other related specific objectives as assigned, which may include company performance. Where performance objectives are based on company and individual performance, the Committee may weight the importance of each type of performance that applies to the participant by assigning a percentage to it. Following the end of the period covered by each award, the Committee will determine the extent to which performance objectives for that period have been achieved and the amount, if any, of the participants’ awards that will be paid. Amounts of awards, which may be set as single “Target” amounts, or tiered as “Threshold,” “Target,” and “Maximum” amounts, reflect the amounts that may be paid to participants based on the extent to which performance objectives set by the Committee are determined to have been satisfied at the end of the period covered by the awards. At its discretion, the Committee may reduce or eliminate the amount of an award by applying negative discretion, including to an award that would otherwise be earned and payable under the terms of the plan. Award payments are made in cash in a lump sum, less required withholdings, and payment to a participant will be conditioned on his or her continued active employment on the payment date, subject to certain exceptions specified in the plan. The maximum amount that may be paid under the MPP to any one participant in any fiscal year may not exceed $5,000,000. As described under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Incentive-Based Compensation Clawback Policy,” payments of awards under the MPP are subject to the Clawback Policy. During 2023, the Committee approved MPP award opportunities for 2023, including the two awards to each of our NEOs listed in the Grants of Plan-Based Awards table above. Those awards could be earned based on the attainment of performance objectives related to the CIT Merger and the SVB Acquisition, respectively, including timely achievement of conversion and integration milestones, cost savings and synergies, and risk management objectives, as well as individual performance. The performance objectives for the CIT awards were intended to be challenging, but achievable with superior effort at the “Target” level. The performance objectives for the SVB awards were intended to be challenging, but achievable at the “Threshold” level, with increasing difficulty at the “Target” and “Maximum” levels. The table lists the amounts that could be earned and paid under each award based on attainment of performance objectives. On December 31, 2023, the period covered by the 2023 awards ended, and during January 2024 the Committee approved payments to participants with respect to those awards. Based on the Committee’s assessment of pre-determined performance objectives with respect to the 2023 MPP awards, payments were made to MPP participants of the Target amounts of the CIT awards and the Maximum amounts of the SVB awards. The amounts of those payments made to our NEOs for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 4 to that table. Restricted Stock Units (“RSUs”). Prior to consummation of the CIT Merger, certain officers of CIT who became our officers held stock awards covering shares of CIT’s common stock granted to them by CIT during 2019, 2020, and 2021 pursuant to CIT’s 2016 Omnibus Incentive Plan. As provided in our merger agreement with CIT, upon consummation of the merger on January 3, 2022, those awards were converted (based on the merger share exchange ratio) into RSUs covering shares of our Class A Common. None of our current NEOs hold any RSUs or other equity awards.
PENSION BENEFITS
PENSION BENEFITS
AND SEPARATION FROM SERVICE AGREEMENTS
AND SEPARATION FROM SERVICE AGREEMENTS
AND SEPARATION FROM SERVICE AGREEMENTS
| Name | Plan Name (1) | Number of Years Credited Service (2) | Present Value of Accumulated Benefit (3)(4) | Payments During Last Fiscal Year | | Frank B. Holding, Jr. | Pension plan | 40 | $1,808,831 | $-0- | | | Separation from service agreement | N/A | 2,701,720 | -0- | | Craig L. Nix | Pension plan | 24 | 720,034 | -0- | | | Separation from service agreement | N/A | 475,076 | -0- | | Hope H. Bryant | Pension plan | 37 | 1,758,641 | -0- | | | Separation from service agreement | N/A | 973,690 | -0- | | Peter M. Bristow | Pension plan | 32 | 1,304,231 | -0- | | | Separation from service agreement | N/A | 890,017 | -0- |
AND SEPARATION FROM SERVICE AGREEMENTS
| (1) Mr. Holding and Mrs. Bryant are participants in and entitled to benefits under FCB’s pension plan, and they are parties to separation from service agreements with FCB. Mr. Nix and Mr. Bristow are participants in and entitled to benefits under the pension plan previously provided by FCB-SC which FCB continues to maintain and administer to provide benefits to the former officers and associates of FCB-SC who are participants in that plan, and they are parties to separation from service agreements that were assumed by FCB from FCB-SC. |
AND SEPARATION FROM SERVICE AGREEMENTS
| (2) Years of credited service under the pension plans are as of December 31, 2023. Payments under the separation from service agreements are not determined on the basis of years of credited service. |
AND SEPARATION FROM SERVICE AGREEMENTS
| (3) The amounts shown for the pension plans reflect the actuarial present value of each officer’s accumulated benefit as of December 31, 2023. Those amounts were determined using the same interest rate and mortality rate assumptions as were used for purposes of calculating our liability for future benefits in our consolidated financial statements. We used a discount rate of 5.16%, and we assumed that each officer will remain an active associate until, and will retire at, normal retirement age under the plans (65), and that each officer will elect to receive benefits based on a single life annuity. No pre-retirement decrements were applied. |
AND SEPARATION FROM SERVICE AGREEMENTS
| (4) The amounts shown for the separation from service agreements reflect the present values, as of December 31, 2023, of future payments to be made to the officers under their respective agreements. Those amounts were determined using the same assumptions as were used for purposes of calculating our liability for future payments under the agreements in our consolidated financial statements. We used a discount rate of 4.60% and the monthly payment amounts called for by each officer’s agreement (as in effect on December 31, 2023) that would be made to him or her (or his or her beneficiary) in the future over the ten-year payment term that begins six months and one week following separation from service at the officer’s agreed-upon age or his or her death. In calculating those amounts, we assumed that each officer will remain an active associate until, and the officer’s payments will begin after, the age specified in his or her agreement. As described in the discussion of these agreements under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” amounts of payments generally were calculated as a percentage of the officers’ base salaries at the time their agreements were approved. The monthly payment amounts provided for under the NEOs’ agreements are as follows: Mr. Holding - $33,056; Mr. Nix - $9,240; Mrs. Bryant - $12,875; and Mr. Bristow - $13,451. |
AND SEPARATION FROM SERVICE AGREEMENTS
The pension plans, Section 401(k) plans and separation from service agreements are described below, and further information about them is provided in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS.” Pension Plans. FCB’s qualified defined benefit pension plans include its original plan and the plan previously provided by FCB-SC for its associates which FCB continues to maintain and administer to provide pension benefits for FCB-SC’s former officers and associates who are participants in that plan. FCB’s plans also include the qualified pension plan previously provided by CIT which FCB continues to maintain to provide pension benefits to CIT’s former officers and associates who are participants in that plan. None of our NEOs participate in the CIT pension plan, and Mrs. Rupp is not a participant in any of the pension plans. The terms of FCB’s and FCB-SC’s plans are very similar. Each plan is a non-contributory final average pay plan. Monthly retirement benefits under the pension plans are computed as straight life annuities beginning at age 65 and are not subject to deductions for Social Security benefits or any other offset amounts. Normal retirement age under the plans is the later of age 65 or completion of five years of service. Under FCB’s plan, early retirement is permitted for participants who have reached age 50 with at least 20 years of service, or age 55 with at least 15 years of service, while under FCB-SC’s plan participants qualify for early retirement when they reach age 50 with at least 15 years of service, or age 55 with at least 10 years of service. As described under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” participants in FCB’s and FCB-SC’s pension plans include only those eligible associates who were hired on or before specified dates during 2007 when FCB and FCB-SC restructured their respective pension plans and Section 401(k) plans. Participants in each of the pension plans on those dates could choose to continue to participate in their respective pension plan and “legacy” Section 401(k) plan, or they could choose to participate in an “enhanced”
AND SEPARATION FROM SERVICE AGREEMENTS
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AND SEPARATION FROM SERVICE AGREEMENTS
Section 401(k) plan. If they chose the enhanced Section 401(k) plan, they would continue to be participants in their pension plan, but their accrued pension plan benefit service was frozen and no further benefits would accrue (although under FCB’s pension plan participants receive credit for increases in compensation even if plan benefit service credit is frozen). Under both pension plans, a participant’s benefit is based on his or her:
AND SEPARATION FROM SERVICE AGREEMENTS
| ● | “average monthly compensation,” which is the participant’s highest average monthly pensionable compensation for any five consecutive plan years of service within the last 10 completed years of service prior to retirement; |
AND SEPARATION FROM SERVICE AGREEMENTS
| ● | in the case of participants who chose to continue in the pension plans and legacy Section 401(k) plans, years of “creditable service,” which is the number of calendar years in which the participant completes 1,000 or more hours of service (and which, in the case of participants who elected to participate in the enhanced Section 401(k) plans, was frozen at the time of their election); and |
AND SEPARATION FROM SERVICE AGREEMENTS
| ● | “covered compensation,” which is the average of the participant’s Social Security taxable wage base for each year during the 35-year period ending with the year in which the associate attains Social Security retirement age. |
AND SEPARATION FROM SERVICE AGREEMENTS
We do not grant extra years of service to participants under either pension plan for purposes of calculating benefits. A participant’s annual compensation covered by the plans includes base salary, overtime, any regular bonuses, and LTIP and MPP award payments. However, under the Internal Revenue Service’s regulations, during 2023 the maximum amount of covered compensation that could be considered in determining a retiring participant’s benefit was $330,000. A participant’s normal monthly benefit amount following retirement will be equal to:
AND SEPARATION FROM SERVICE AGREEMENTS
| ● | 1.2% of average monthly compensation multiplied by total plan years of creditable service, not to exceed 35 years if hired on or after January 1, 2005, or 40 years if hired before that date; plus |
AND SEPARATION FROM SERVICE AGREEMENTS
| ● | 0.65% of average monthly compensation in excess of one-twelfth of covered compensation multiplied by total plan years of creditable service, not to exceed 35 years. |
AND SEPARATION FROM SERVICE AGREEMENTS
The maximum annual benefit that could be paid to a participant retiring under either plan during 2023 was $265,000. Participants may elect to receive retirement benefits in a joint and survivor annuity rather than a single life annuity. In those cases, the amount of the annual retirement benefit will be actuarially reduced. In cases of early retirement, a participant’s annual retirement benefit is actuarially reduced by 5.0% for each year of the first 12 years, and 3.0% for each of the next three years, by which the starting date of the early retirement benefit precedes the participant’s normal retirement date, unless the participant elects to defer receipt of benefits until he or she reaches age 65. In the case of participants whose employment continues after age 65, the annual retirement benefit calculated at normal retirement date, as well as the maximum permitted benefit amount, is actuarially increased to reflect the continuing accrual of benefits during their extended employment and the projected reduction in the number of their benefit payments. On December 31, 2023, Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow were eligible for early retirement under the pension plans. Nonqualified Separation from Service Agreements. Under the separation from service agreements between FCB and certain executive officers, including Mr. Holding and Mrs. Bryant, payments will be made to each officer for a period of 10 years following a separation from service that occurs no earlier than an agreed-upon age. Mr. Nix and Mr. Bristow are parties to substantially similar agreements which were originally entered into between them and FCB-SC and were assumed by FCB. Mrs. Rupp is not a party to a separation from service agreement. The benefits provided under the agreements with Mr. Holding and Mrs. Bryant vest at age 65 (or an earlier agreed-upon age). Under the agreements with Mr. Nix and Mr. Bristow, payments will be made following a termination of employment no later than the month in which they reach age 65 or following such other termination as shall be agreed upon. However, no payments are made under any of the agreements until there is a separation from service. In return for payments under the agreements, each officer is obligated to provide consultation services to, and not to compete against, FCB during the payment period. Payments under each agreement begin six months and one week following separation from service. If an officer dies prior to separation from service, or during the payment period following separation from service, the payments under his or her agreement will be made to the officer’s designated beneficiary or estate. Except in the case of death, there are no automatic early vesting rights, and FCB may terminate an officer’s agreement at any time prior to his or her separation from service. If an officer’s agreement is terminated, or the officer’s employment terminates before the age provided in his or her agreement, or another date agreed to by FCB, for any reason other than death, all rights under his or her agreement will be forfeited. However, based on facts and circumstances, our CNG Committee may recommend, and FCB’s Board may approve, an immediate vesting of an officer’s rights under his or her agreement. The agreements do not include any change in control or “golden parachute” provisions or provide for any non-cash benefits.
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AND SEPARATION FROM SERVICE AGREEMENTS
No new agreements have been entered into since 2014 when our LTIP was approved and awards under it were first granted, and no new agreements currently are contemplated. Amounts of payments provided for in the current agreements with Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow are described in the footnotes to the Pension Benefits and Separation from Service Agreements table above. Section 401(k) Plans. As described in the discussion under the heading “COMPENSATION DISCUSSION AND ANALYSIS,” both of our Section 401(k) plans are qualified defined contribution plans that provide vehicles for associates to voluntarily defer a pre-tax and/or post-tax portion of their compensation for retirement and receive an employer matching contribution on a portion of their voluntary deferrals and, under one of the plans, additional profit-sharing contributions to their accounts. Our associates are participants in one of the two Section 401(k) plans, depending on when they were first employed and, if they were first employed before we restructured our pension plans and Section 401(k) plans during 2007, depending on elections they made at that time. Associates first hired prior to the plan restructuring (and not rehired on or after January 1, 2015) who chose to continue to participate in their respective pension plan and “legacy” Section 401(k) plan are eligible to make deferrals and receive employer matching contributions under the FCB Legacy 401(k) Plan. Associates first hired prior to the plan restructuring who elected to participate in an “enhanced” Section 401(k) plan, and associates first hired after the plan restructuring or rehired on or after January 1, 2015 (including former CIT and SVB associates), may only participate in the FCB 401(k) Plan. The maximum 2023 voluntary deferral under either plan was $22,500 for a participant under the age of 50, and $30,000 for a participant age 50 or older. Under the FCB Legacy 401(k) Plan, FCB matches participants’ deferrals in an amount equal to 100% of the first 3%, and 50% of the next 3%, of the participant’s compensation that he or she defers, up to and including a maximum matching contribution of 4.5% of the participant’s eligible compensation, but not more than $14,850 for 2023. Under the FCB 401(k) Plan, FCB matches participants’ deferrals in an amount equal to 100% of to the first 6% of the participant’s eligible compensation that he or she defers. In addition, following the close of each plan year, FCB may make a discretionary profit-sharing contribution under the FCB 401(k) Plan to each eligible participant’s account, without regard to the amount of the participant’s deferrals. FCB made a profit-sharing contribution for 2023 equal to 3% of each participant’s eligible compensation. During 2023 the maximum matching contribution under the FCB 401(k) Plan was $19,800, and the maximum profit-sharing contribution was $9,900. Each associate’s voluntary deferrals, together with all employer contributions to his or her account, are invested in one or more investment vehicles selected by the associate from a menu of publicly-traded mutual funds and other investment options made available to participants by FCB. FCB’s Section 401(k) plan contributions during 2023 for the accounts of our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table and are listed for each officer in Footnote 7 to that table. Mr. Holding, Mr. Nix, Mrs. Bryant, and Mr. Bristow are participants in the FCB Legacy 401(k) Plan, so they did not receive the profit-sharing contributions that were made for 2023 to the accounts of participants in the FCB 401(k) Plan. Mrs. Rupp participates in the FCB 401(k) Plan and for 2023 received matching and profit-sharing contributions to her account.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation During 2021 FCB’s Board of Directors adopted the FCB 2021 Plan. The purpose of the FCB 2021 Plan is to permit management and other highly compensated associates of FCB and its participating affiliates to save for retirement and other long-term financial goals on a tax-deferred basis by electing annually to defer receipt of portions of their base salaries and LTIP award payments in excess of amounts they could defer through their voluntary contributions to our Section 401(k) plans. The FCB 2021 Plan does not provide for FCB to make any additional or discretionary contributions to participants’ plan accounts. Mr. Nix, Mrs. Bryant, and Mr. Bristow were participants in the FCB 2021 Plan during 2023. Mr. Holding and Mrs. Rupp are eligible to participate in the plan but have not elected to defer any compensation. Also, prior to our merger with FCB-SC during 2014, FCB-SC maintained two unfunded, nonqualified deferred compensation plans in which various officers of FCB-SC were participants (the “FCB-SC Plans”). In connection with that merger, FCB agreed to assume, accrue interest on, and distribute the accounts of participants in the FCB-SC Plans in accordance with the terms of the plans as they existed when the merger was completed. Participants may not make any further deferrals under the FCB-SC Plans. FCB is responsible for interest accrued on the balances in participants’ plan accounts, but FCB does not make any contributions to the plans. Mr. Nix and Mr. Bristow have accounts under both FCB-SC Plans.
Nonqualified Deferred Compensation
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Nonqualified Deferred Compensation
The following table provides information regarding accounts under the FCB 2021 Plan and the two FCB-SC Plans of our NEOs who were participants in those plans during 2023.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
| Name | Plan Name | Executive Contributions in Last Fiscal Year (2) | Our Contributions in Last Fiscal Year (3) | Aggregate Earnings/ (Loss) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End (6) | | Craig L. Nix | FCB 2021 Nonqualified Deferred Compensation Plan | $170,656 | $-0- | $73,499(4) | $-0- | $646,059 | | | FCB-SC Deferred Compensation Plan (1) | -0- | -0- | 10,855(5) | -0- | 138,328 | | | FCB-SC 409A Deferred Compensation Plan (1) | -0- | -0- | 59,131(5) | -0- | 753,539 | | Hope H. Bryant | FCB 2021 Nonqualified Deferred Compensation Plan | 502,813 | -0- | 86,305(4) | -0- | 736,527 | | Peter M. Bristow | FCB 2021 Nonqualified Deferred Compensation Plan | 362,813 | -0- | 91,678(4) | -0- | 863,969 | | | FCB-SC Deferred Compensation Plan (1) | -0- | -0- | 45,008(5) | -0- | 573,565 | | | FCB-SC 409A Deferred Compensation Plan (1) | -0- | -0- | 109,641(5) | -0- | 1,397,217 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) The FCB-SC Deferred Compensation Plan was replaced by the FCB-SC 409A Deferred Compensation Plan in 2004. |
NONQUALIFIED DEFERRED COMPENSATION
| (2) No additional deferrals may be made by Mr. Nix or Mr. Bristow under either FCB-SC Plan. |
NONQUALIFIED DEFERRED COMPENSATION
| (3) No contributions are made by FCB to officers’ accounts under the FCB 2021 Plan. Although each of the FCB-SC Plans permitted employer contributions, FCB-SC did not make contributions to Mr. Nix’s and Mr. Bristow’s plan accounts, and FCB has not made, and in the future will not make, any contributions to their accounts. |
NONQUALIFIED DEFERRED COMPENSATION
| (4) The listed amounts of aggregate earnings under the FCB 2021 Plan reflect net amounts accrued by FCB to the named NEOs’ respective accounts for 2023, as measured by the deemed net investment income that would have accrued to their accounts if their account balances had actually been invested during 2023 in the publicly traded mutual funds or other deemed investment options elected by the officers from among those available to participants under the plan. Many of those deemed investment options are identical to the investment options offered to participants in the Section 401(k) plans. However, certain investment funds that are available to Section 401(k) plan participants are not options available to FCB 2021 Plan participants because those investment funds are only available for the investment of assets held in employer sponsored ERISA retirement plans, or because they are not available to plans that have smaller aggregate amounts of assets. In the case of those Section 401(k) plan investment options, a similar investment fund option is offered to participants in the FCB 2021 Plan that is equivalent to, but not more favorable than, the Section 401(k) plan option, with the exception of five investment funds available to Section 401(k) plan participants for which no comparable option is available to FCB 2021 Plan participants. Because the investment options available to FCB 2021 Plan participants are not more favorable than the options available to Section 401(k) plan participants, no deemed investment earnings credited by FCB to our NEOs’ accounts for 2023 under the FCB 2021 Plan are considered to be “above market” or are included in the Summary Compensation Table as compensation received by them for that year. |
NONQUALIFIED DEFERRED COMPENSATION
| (5) The listed amounts of aggregate earnings for Mr. Nix’s and Mr. Bristow’s accounts under the FCB-SC Plans reflect interest accrued by FCB for 2023 to their respective separate accounts under those plans. Of those amounts, an aggregate of $22,792 for Mr. Nix and $44,326 for Mr. Bristow is considered to be “above market” and is included in their respective amounts listed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table as compensation received by them for 2023. Those “above-market” amounts reflect the portions of total interest FCB accrued to their accounts during 2023 that exceed the amounts that would have been accrued at a rate equal to 120% of the “applicable federal rates,” as set by the Internal Revenue Service, in effect at the time the fixed rate at which interest actually is accrued on each account was set. |
NONQUALIFIED DEFERRED COMPENSATION
| (6) The listed amounts reflect the aggregate balances credited to the officers’ accounts under each plan at December 31, 2023. |
NONQUALIFIED DEFERRED COMPENSATION
| (a) Of the amount of executive contributions and aggregate earnings (or loss) credited to each officer’s account under each plan in which he or she was a participant, the following amounts are reported in the Summary Compensation Table as compensation received by the officer for 2023: FCB 2021 Plan: Mr. Nix - $-0-, Mrs. Bryant - $140,000, and Mr. Bristow - $-0-; FCB-SC Deferred Compensation Plan: Mr. Nix - $3,342, and Mr. Bristow - $8,262; and FCB-SC 409A Deferred Compensation Plan: Mr. Nix - $19,450 and Mr. Bristow - $36,064. |
NONQUALIFIED DEFERRED COMPENSATION
| (b) Of the amounts of each officer’s year-end account balance under each plan, the following amounts have been reported as compensation received by the officer in the Summary Compensation Tables contained in our proxy statements for years prior to 2023: FCB 2021 Plan: Mr. Nix - $620,476, Mrs. Bryant - $535,932, and Mr. Bristow - $828,859; FCB-SC Deferred Compensation Plan: Mr. Nix - $19,337, and Mr. Bristow - $47,845; and FCB-SC 409A Deferred Compensation Plan: Mr. Nix - $124,983, and Mr. Bristow - $224,212. |
NONQUALIFIED DEFERRED COMPENSATION
FCB 2021 Nonqualified Deferred Compensation Plan. Amounts deferred by each participant under the FCB 2021 Plan are credited to a book-entry account and represent an unfunded, unsecured obligation of FCB to the participant. Each participant’s account is increased or decreased by FCB to reflect gains or losses the participant’s account would have realized or incurred if it had been invested in one or more deemed investment options selected by the participant from a menu of publicly-traded mutual funds or other investment vehicles determined from time to time by FCB. Participants may change their investment option elections at any time. The deemed investment options are used for measurement purposes only and amounts deferred by participants do not represent any actual investments made on
NONQUALIFIED DEFERRED COMPENSATION
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NONQUALIFIED DEFERRED COMPENSATION
their behalf. FCB’s payment obligation to each participant at any time is equal to the amount of the participant’s own elective deferrals to the FCB 2021 Plan, as adjusted for the hypothetical gains or losses on the participant’s account based on the participant’s deemed investment option elections. Each participant is fully vested at all times in all amounts credited to his or her account under the FCB 2021 Plan. Distributions of a participant’s FCB 2021 Plan account will be made following a “triggering event,” which will be the participant’s separation of service, death, disability, or certain limited unforeseeable emergencies. Distributions will generally be paid in a single lump sum unless the participant elects, upon commencing his or her participation in the plan, to receive distributions in annual installments over five, 10, or 15 years. Payments to participants under the FCB 2021 Plan will be made, or will commence, within 90 days following January 31 of the calendar year immediately following the year in which their triggering events occur. The FCB 2021 Plan is designed to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and all distributions will be made in accordance with Section 409A. FCB may generally amend or terminate the FCB 2021 Plan at any time, provided that any such action complies with the requirements of Section 409A and will not reduce a participant’s plan account balance. A Rabbi Trust has been established by FCB for purposes of holding assets necessary to fund distributions payable under the FCB 2021 Plan. However, FCB 2021 Plan participants (and their beneficiaries) at all times have the same status as general, unsecured creditors of FCB. FCB-SC Deferred Compensation Plans. The two FCB-SC Plans include FCB-SC’s original Deferred Compensation Plan, which was frozen effective December 31, 2004, and a new 409A Deferred Compensation Plan that replaced the frozen plan. The terms of the FCB-SC Plans continue to govern the accounts of participants as they existed when FCB assumed the plans. Each of the FCB-SC Plans permitted participants to defer up to 10% of their “compensation” (as defined in the plans) each year. Deferred amounts were credited to unfunded accounts on FCB-SC’s books, and interest was accrued on the accounts at a fixed or floating rate, as elected by the participants when they first became participants. Mr. Nix’s and Mr. Bristow’s accounts under both plans accrue interest at the 8.20% fixed contract rate that was provided for by each plan at the time they became participants. Participants’ FCB-SC Plan accounts will be paid out upon their retirement, and participants could elect to be paid in a lump sum or in an annuity of five, 10, 15, or 20 years. If a participant dies before or after payments commence, payments will be made to the participant’s designated beneficiary in the manner elected by the participant, or if no election was made, in a lump-sum payment. If a participant terminates employment for reasons other than retirement, the participant’s plan accounts will be paid in a lump sum. In the event of an unforeseen emergency, at a participant’s request a distribution of all or part of the participant’s accounts may be made at the discretion of the plan administrator, subject to applicable law. FCB-SC Plan participants (and their beneficiaries) at all times have the same status as general, unsecured creditors of FCB.
Potential Payments upon Termination of Employment
Potential Payments upon Termination of Employment The only contracts, agreements, plans, or arrangements under which payments or other benefits will be made or provided to any of our NEOs in connection with a termination of their employment or a change in their responsibilities are:
Potential Payments upon Termination of Employment
| ● | FCB’s qualified pension plans and Section 401(k) plans; |
Potential Payments upon Termination of Employment
| ● | the FCB 2021 Plan and the two FCB-SC Plans; |
Potential Payments upon Termination of Employment
| ● | the separation from service agreements under which payments will be made following an officer’s separation from service after a specified age or his or her earlier death while still employed; |
Potential Payments upon Termination of Employment
| ● | provisions of FCB’s LTIP and MPP under which, if a participant dies, retires, becomes disabled, or if the participant’s employment is terminated by FCB other than for cause, before a previously granted award becomes payable, a pro rata share of the award may be paid, at the Committee’s discretion, after the end of the period covered by the award if and to the extent that the award would have become earned and payable had the participant’s employment status not changed; and |
Potential Payments upon Termination of Employment
| ● | FCB’s group insurance plans under which disability and death benefits are provided to all of our and FCB’s eligible officers and associates. |
Potential Payments upon Termination of Employment
Payments and benefits for our NEOs under the pension plans, Section 401(k) plans, separation from service agreements, LTIP and MPP, and nonqualified deferred compensation plans, are described in the discussions above. An associate’s death benefit under FCB’s group life insurance plan equals one times the associate’s base annual earnings, up to a maximum benefit of $600,000. There are no agreements with any of our NEOs under which payments would be made as a result of a change in control of our company or FCB or any other severance arrangements under which payments would be made to them upon a termination of their employment.
Potential Payments upon Termination of Employment
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Pay Ratio
Pay Ratio In accordance with the requirements of Schedule 14A of the Exchange Act, and Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our associates (i.e., our employees) to the annual total compensation of our Chairman and Chief Executive Officer, Frank B. Holding, Jr. (our “CEO”). For 2023:
Pay Ratio
| ● | the annual total compensation of our “median associate” was $103,692, and |
Pay Ratio
| ● | our CEO’s annual total compensation, as reported in the “Total” column of the Summary Compensation Table included in this proxy statement, was $9,961,303. |
Pay Ratio
Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate was 96.1:1. This “pay ratio” is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, we reviewed our associate population and compensation arrangements for our associates and, because of the significant increase in our associate population resulting from employees of SVB becoming our associates in connection with the SVB Acquisition in March 2023, we believed there had been changes that would significantly affect our pay ratio disclosure. As a result, for purposes of the calculation of our pay ratio for 2023, we selected a new median associate on November 24, 2023. On that date, our associate population consisted of a total of 16,010 U.S. and non-U.S. associates, including permanent full-time and part-time associates and temporary and seasonal associates, but excluding our CEO and our contract workers. Of that total number, we had a total of 13 non-U.S. associates, including 11 located in Canada and two located in Mexico, all of whom we excluded for purposes of our analysis. From our remaining population of 15,997 associates, we identified our median associate using a consistently applied compensation measure described below, which is the same measure we used to identify our previous median associate.
Pay Ratio
| ● | We compared the aggregate amounts of associates’ 2023 compensation through November 24, 2023 (including salary, wages, overtime pay, commissions, bonuses, incentives, and certain other compensation), and our matching contributions to Section 401(k) plan accounts, together with the amounts of our most recent annual profit-sharing contributions (made in 2023 for 2022) to FCB 401(k) Plan accounts of associates, all as reflected in our payroll records. For associates included in the associate population who were hired or became our associates after January 1, 2023 (including former SVB employees), we considered them as having been employed at their salary or wage rates for the entire year prior to November 24, 2023. We did not make any cost-of-living adjustment in any associate’s compensation. From the totals above we identified 13 associates whose 2023 totals were at or near the median total but who were participants in different plans under our retirement programs, and, for those who were pension plan participants, we obtained estimates of their respective changes in pension values (if any) based on the status of their participation in those plans. |
Pay Ratio
| ● | We then compiled the aggregate amounts of those 13 associates’ 2023 compensation and, for each associate in the group who was a participant in one of our pension plans, we added, based on the pension plan in which he or she participated and his or her participation status under the plan, the average of the estimated changes (if positive) in the actuarial present values of accumulated pension plan benefits for 2023 for the associates in the group who participated in that plan to determine an estimate of his or her 2023 total compensation. |
Pay Ratio
| ● | We then compared those associates’ 2023 compensation compiled as described above, and identified the initial median associate for 2023. |
Pay Ratio
| ● | Because the amounts of changes in the actuarial present values of accrued pension benefits can increase and decrease each year, thereby affecting the total compensation of our median associate, it was determined that, if the initial median associate identified as described above was a pension plan participant, we would review the associates above and below that associate and select one whose total compensation was substantially the same as that of the initial median associate, but who was not a pension plan participant. However, the initial median associate identified as described above was not a pension plan participant and, therefore, is our median associate for 2023. |
Pay Ratio
After we selected our median associate, we determined the amount of that associate’s actual 2023 annual total compensation listed above in the same manner as we determined our CEO’s annual total compensation disclosed in the “Total” column of our Summary Compensation Table included in this proxy statement, and we compared our CEO’s annual total compensation to that of the median associate to determine our 2023 pay ratio.
Pay Ratio
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ERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (7) ( in millions ) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | 2023 | $9,961,303 | $9,565,064 | $5,201,280 | $5,033,984 | $268 | $97 | $11,466 | | 2022 | 8,031,975 | 8,086,666 | 6,460,948 | 5,993,031 | 144 | 98 | 1,098 | | 2021 | 5,629,478 | 5,623,548 | 2,868,125 | 2,889,582 | 157 | 124 | 547 | | 2020 | 4,436,450 | 3,904,039 | 2,397,694 | 2,110,228 | 109 | 90 | 492 |
ERFORMANCE
| (2) For each year, reflects the amount of “Compensation Actually Paid” to our Chief Executive Officer, Frank B. Holding, Jr., as computed in accordance with Item 402(v) of Regulation S-K. “Compensation Actually Paid” is calculated solely for purposes of required disclosures under Item 402(v) and does not reflect the actual amount of compensation earned by or paid to Mr. Holding for each year. In accordance with Item 402(v), the following adjustments were made to Mr. Holding’s total compensation as presented in the Summary Compensation Table for each year to calculate “Compensation Actually Paid.” No equity awards have been granted to Mr. Holding and, as a result, the table below reflects no equity award adjustments. |
ERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO | Reported Change in Actuarial Present Value of Pension Benefits (a) | Pension Benefit Adjustments (b) | Compensation Actually Paid to PEO | | 2023 | $9,961,303 | $(429,578) | $33,339 | $9,565,064 | | 2022 | 8,031,975 | -0- | 54,691 | 8,086,666 | | 2021 | 5,629,478 | (60,063) | 54,133 | 5,623,548 | | 2020 | 4,436,450 | (581,100) | 48,690 | 3,904,039 |
ERFORMANCE
| (4) For each year, reflects the average of the amounts of “Compensation Actually Paid” to the other NEOs as a group (excluding Mr. Holding), as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the other NEOs included for purposes of calculating the average amount for each of 2023, 2022, 2021, and 2020 are: Craig L. Nix, Hope H. Bryant, and Peter M. Bristow. In addition, our other NEOs included Ellen R. Alemany for 2022, Lorie K. Rupp for 2023 and 2021, and Jeffery L. Ward for 2020. “Compensation Actually Paid” is calculated using the same methodology described in Footnote 2. The average “Compensation Actually Paid” to our other NEOs for 2022 was higher than in 2023, 2021 and 2020, primarily as a result of the compensation paid to Mrs. Alemany for 2022 as described in Footnote 3 above. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation of the other NEOs as a group for each year to determine the “Compensation Actually Paid.” |
COMPENSATION ACTUALLY PAID (CAP) VS. COMPANY TSR AND PEER GROUP TSR
COMPENSATION ACTUALLY PAID (CAP) VS. COMPANY TSR AND PEER GROUP TSR The following graph compares, for each of 2023, 2022, 2021, and 2020, the “Compensation Actually Paid” to our Chief Executive Officer, and the average “Compensation Actually Paid” to our other NEOs, for each of those years to our net income as reported in our audited financial statements for each year. While net income is one of the measures included in our “Financial True North” metrics, we do not use it alone as a performance measure in the overall executive compensation program. However, net income is a substantial component of annual increases in tangible book value and, accordingly, it is a factor in our TBV+D Growth Rate. Net income has increased each year during the four years covered by the graph, and it increased significantly for 2023 due, in large part, to the impact of the SVB Acquisition effective on March 27, 2023. As illustrated by the graph, the amount of “Compensation Actually Paid” to Mr. Holding and the average amount of “Compensation Actually Paid” to our other NEOs as a group (excluding Mr. Holding) for each year are generally aligned with increases in our net income over the four years presented in the graph.
COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME
COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME
COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME
| 72 | 2024 Annual Proxy Statement |
COMPENSATION ACTUALLY PAID (CAP) VS. NET INCOME
2023 Compensation. The following table lists compensation paid to our non-associate directors during 2023 as compensation for their services as members of the Boards and committees of the Boards for their one-year terms of office following our 2023 Annual Meeting. Directors who also served as our or FCB’s officers or associates during 2023 did not receive any compensation for their services as directors.
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION
| Name (1) | Fees Earned or Paid in Cash (3) | All Other Compensation (2)(4) | Total | | Ellen R. Alemany (2) | $-0- | $7,925,978 | $7,925,978 | | John M. Alexander, Jr. | 272,500 | -0- | 272,500 | | Victor E. Bell III | 265,000 | -0- | 265,000 | | Michael A. Carpenter | 265,000 | -0- | 265,000 | | H. Lee Durham, Jr. | 322,500 | -0- | 322,500 | | Dr. Eugene Flood, Jr. | 320,000 | -0- | 320,000 | | Robert R. Hoppe | 295,000 | -0- | 295,000 | | Floyd L. Keels | 265,000 | -0- | 265,000 | | Robert E. Mason IV | 265,000 | -0- | 265,000 | | Robert T. Newcomb | 340,000 | -0- | 340,000 |
2023 DIRECTOR COMPENSATION
| (1) Mr. Holding, Mrs. Bryant, and Mr. Bristow are not listed in the table. Each of them served as a director for 2023, but, as reflected in the Summary Compensation Table, each was compensated as an associate of FCB and received no additional compensation for services as a director. David G. Leitch was appointed as a director during 2024 and did not serve or receive compensation as a director during 2023. Compensation will be paid for his services as a director during 2024 on the same basis as other outside directors, including a pro rata amount for his service between his appointment as a director and the date of the Annual Meeting. Vice Admiral John R. Ryan, USN (Ret.) was re-elected as a director at our 2022 Annual Meeting and served until the end of his term at our 2023 Annual Meeting. Compensation for his service during his one-year term of office following the 2022 Annual Meeting was paid in full during 2022, and no payment was made to him during 2023. |
2023 DIRECTOR COMPENSATION
| (2) Mrs. Alemany was an employee of FCB during 2023 and received no retainer or fees for her service as a director. Her compensation as an employee is listed in the “All Other Compensation” column and is described in the narrative discussion below. Her employment ended on January 4, 2024, and during 2024 she will receive compensation for her services as a director on the same basis as other outside directors, including payment of a pro rata portion of annual fees for her service during the remainder of her current term of office ending at the Annual Meeting. |
2023 DIRECTOR COMPENSATION
| (3) Amounts include the aggregate amounts of compensation paid (all of which was paid during 2023) to outside directors for services as directors, committee chairs, and in other Board positions for their one-year terms of office following our 2023 Annual Meeting. Dr. Flood’s total fees include, in addition to fees for his one-year term of office following the 2023 Annual Meeting, a prorated amount for his service during the time between his appointment as a director effective January 1, 2023, and the date of the 2023 Annual Meeting. |
2023 DIRECTOR COMPENSATION
| (4) From time to time our directors may receive or be deemed to have received personal benefits from FCB. We believe FCB’s aggregate incremental cost associated with personal benefits received during 2023 by each of our directors listed in the table did not exceed $10,000 and, for that reason, no amount for personal benefits is included for any of them in the “All Other Compensation” column in the table above. Our non-associate directors are covered under a directors and officers liability insurance policy provided by FCB, and by a travel and accident insurance policy provided by FCB that covers all of our and FCB’s officers, associates, and directors, and they are reimbursed for their expenses in attending Board and committee meetings and in attending industry and professional development events related to their duties. |
2023 DIRECTOR COMPENSATION
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2023 DIRECTOR COMPENSATION
Schedules of Directors’ Fees. The following table describes our standard schedule of fees under which compensation was paid to non-associate directors for their services during their one-year terms of office following our 2023 Annual Meeting, and the revised schedule of fees approved by the Board of Directors under which directors will be paid during their one-year terms of office following the Annual Meeting.
2023 DIRECTOR COMPENSATION
| Description (1) | Amount | | | | 2023 | 2024 | | Annual retainer paid to each director | $245,000 | $270,000 | | Annual retainer paid to the chairperson of our Compensation, Nominations and Governance Committee | 30,000 | 40,000 | | Annual retainer paid to the chairperson of our Risk Committee | 30,000 | 40,000 | | Annual retainer paid to the chairperson of our Audit Committee | 30,000 | 40,000 | | Annual retainer paid to the chairperson of FCB’s Trust Committee | 7,500 | 7,500 | | Annual retainer paid to our Audit Committee Financial Expert | 27,500 | 27,500 | | Annual retainer paid to our Lead Independent Director | 45,000 | 45,000 | | Retainer paid to participants in director working groups | — | (2) |
2023 DIRECTOR COMPENSATION
| (1) Neither fee schedule contemplates the payment of fees for attendance at meetings of the Boards or committees of the Boards. However, the Boards’ approval of each fee schedule provided that, in the event of a substantial increase in the frequency of meetings, including the calling of special meetings, or the appointment of a special committee, the CNG Committee could recommend, for approval by the Boards, the payment of additional compensation in consideration for the additional time demands placed on directors. For 2023, as a result of the increase in meetings of directors related to the SVB Acquisition, the Committee recommended, and the Boards approved, payment of $20,000 in additional compensation to each outside director. Those payments are included in each director’s “Fees Earned or Paid in Cash” in the 2023 Director Compensation table above. |
2023 DIRECTOR COMPENSATION
| (2) The Boards may, from time to time, appoint working groups of directors to focus on special projects or significant initiatives, including integration and optimization, transition to large bank risk management, technology and operations, or other oversight matters. It is expected that directors appointed to such a working group will be paid a monthly retainer which currently is not expected to exceed $3,000 for service as a working group chairperson, $2,500 for service as a vice-chairperson (if any), and $2,000 for other working group members. |
2023 DIRECTOR COMPENSATION
The separate annual retainers paid to chairpersons of the various committees, to the Audit Committee Financial Expert, and to the Lead Independent Director are in recognition of the additional time, duties, and responsibilities required by those positions. In increasing retainer amounts in the 2024 fee schedule, the CNG Committee’s recommendation to the Boards, and the Boards’ approval, took into account our compensation philosophy, the Board composition and fees paid to directors of comparable financial institutions, advice from Pay Governance on boardroom pay practices, and the increased time commitment and scope of duties and responsibilities of our directors in light of our continued growth. Compensation paid to our directors is in the form of cash, and we have no plans under which stock options or grants or other equity awards are made to directors. Ellen R. Alemany “Other Compensation.” Concurrent with the execution of our merger agreement with CIT on October 15, 2020, we agreed to employ CIT’s then current Chairwoman and Chief Executive Officer, Ellen R. Alemany, and we entered into a two-year employment agreement with her, effective upon consummation of the CIT Merger. Mrs. Alemany’s agreement and the term of her employment began when the merger became effective on January 3, 2022. The employment agreement, the term of which ended on January 4, 2024, provided for annual base salary of $1,000,000 and, in lieu of participation in our LTIP, a guaranteed annual bonus of $6,850,000 at the conclusion of each 12-month period during the term. Additionally, by virtue of having worked through the second anniversary of consummation of the merger, Mrs. Alemany will receive a retention bonus of $13 million which is expected to be paid in a lump sum during July 2024, conditioned upon her execution of a release of all claims. The retention bonus is in lieu of any amounts she would have been entitled to receive upon any qualifying termination of employment under the CIT Employee Severance Plan or any other severance arrangements with CIT or FCB. During 2022 following the merger, Mrs. Alemany served as our and FCB’s Vice Chairwoman, reporting to our Chairman and Chief Executive Officer, and served on the Boards, with duties related to the transition and integration of CIT’s and FCB’s businesses. Effective December 31, 2022, Mrs. Alemany ceased to serve as Vice Chairwoman and as an executive officer. During 2023, in addition to her role as a director, she was an employee of FCB and Special Advisor to our Chairman and Chief Executive Officer. Following the end of her employment on January 4, 2024, she continues to serve as a director and has been nominated for reelection at the Annual Meeting.
2023 DIRECTOR COMPENSATION
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2023 DIRECTOR COMPENSATION
During 2023, Mrs. Alemany was eligible for benefits from FCB on the same basis as other former employees of CIT, and vacation, holiday, and personal leave in accordance with FCB’s plans and policies that apply to all of its associates. Additionally, in 2023, consistent with the employment agreement, FCB provided Mrs. Alemany with first-class business air travel arrangements for her business-related travel. Upon consummation of the CIT Merger, Mrs. Alemany held unvested stock awards previously granted by CIT covering an aggregate of 323,827 shares of CIT’s common stock which, in the same manner as all other CIT stock awards held by CIT’s other officers, were converted into RSUs covering an aggregate of 20,080 shares of our Class A Common and having the same terms as the converted CIT awards, with the exception of performance-based conditions that applied to one CIT stock award which, pursuant to the terms of the merger agreement, were considered to have been satisfied at the time of the merger. All RSUs would vest over time in accordance with the terms of the converted CIT awards. With the conclusion of her employment, the last of her unvested RSUs became vested and are expected to be settled during July 2024. The following table describes Mrs. Alemany’s compensation received as an employee of FCB for 2023.
2023 DIRECTOR COMPENSATION
| Salary | Bonus (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (2) | Total | | $1,000,000 | $6,850,000 | $ -0- | $0 | $75,978 | $7,925,978 |
2023 DIRECTOR COMPENSATION
| (1) Includes a cash bonus paid by FCB during January 2024, pursuant to the terms of Mrs. Alemany’s employment agreement, as described in the narrative above the table, in lieu of Mrs. Alemany’s participation in the LTIP. Mrs. Alemany’s $13,000,000 retention bonus described in the narrative above is expected to be paid during July 2024, conditioned on her execution of a release of all claims. |
2023 DIRECTOR COMPENSATION
| (2) Includes $19,800 in matching contributions, and a $9,900 profit sharing contribution, made by FCB to Mrs. Alemany’s FCB 401(k) Plan account, and $46,278 in dividends accrued during 2023 on unvested RSUs. |
2023 DIRECTOR COMPENSATION
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Directors and Executive Officers
Directors and Executive Officers The following table describes the beneficial ownership of shares of our voting Class A Common and Class B Common, our nonvoting Depositary Shares (each representing a 1/40th interest in a share of our 5.375% Non-Cumulative Perpetual Preferred Stock, Series A) and our nonvoting 5.625% Non-Cumulative Perpetual Preferred Stock, Series C (“Series C Preferred”), on the Record Date for the Annual Meeting, by our current directors, nominees for election as directors, and our NEOs whose compensation is disclosed in the Summary Compensation Table above, individually, and by all of our current directors and executive officers as a group. We are not aware that any of our directors or executive officers beneficially own any shares of our nonvoting Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B. For purposes of the table, we consider a director or executive officer to “beneficially own” shares held in his or her name, or in the name of any other person or entity, if the director or officer either directly, or indirectly through some agreement, arrangement, understanding or relationship, has or shares the right to vote or dispose of the shares, or to direct the voting or disposition of the shares. As a result, the same shares may be “beneficially owned” by more than one person. As described in footnotes to the table, portions of the shares listed as beneficially owned by certain of the directors and executive officers in the table also are listed as beneficially owned by others named in the table. However, those shares are only counted once in the total numbers of shares beneficially owned by all directors and executive officers as a group.
Directors and Executive Officers
| | Beneficial Ownership | | | | | | | | | | | Class A Common | | Class B Common | | Depositary Shares | | Series C Preferred | | | | Name of Beneficial Owner (1) | Number of Shares (2) | Percentage of Class (3) | Number of Shares (2) | Percentage of Class (3) | Number of Shares (2) | Percentage of Class (3) | Number of Shares (2) | Percentage Of Class (3) | Percentage of Total Votes (3) | | DIRECTORS | | | | | | | | | | | Ellen R. Alemany | 20,714(4) | 0.15% | -0- | — | -0- | — | 30,000 | 0.38% | 0.07% | | John M. Alexander, Jr. | 1,227(5) | 0.01% | 68 | 0.01% | -0- | — | -0- | — | 0.01% | | Victor E. Bell III | 6,900(6) | 0.05% | 1,643(6) | 0.16% | -0- | — | -0- | — | 0.11% | | Peter M. Bristow | 513,508(7) | 3.80% | 111,484(7) | 11.09% | 41,285(7) | 0.30% | -0- | — | 7.76% | | Hope H. Bryant | 451,084(8) | 3.34% | 65,821(8) | 6.55% | 47,500(8) | 0.34% | -0- | — | 5.08% | | Michael A. Carpenter | 2,215 | 0.02% | -0- | — | -0- | — | -0- | — | 0.01% | | H. Lee Durham, Jr. | 700 | 0.01% | 100 | 0.01% | 3,000 | 0.02% | 3,000(9) | 0.04% | 0.01% | | Dr. Eugene Flood, Jr. | 20 | * | -0- | — | -0- | — | -0- | — | * | | Frank B. Holding, Jr. | 605,892(10) | 4.48% | 160,114(10) | 15.93% | 35,500(10) | 0.26% | -0- | — | 10.70% | | Robert R. Hoppe | 314 | * | -0- | — | -0- | — | -0- | — | * | | David G. Leitch | 100 | * | -0- | — | -0- | — | -0- | — | * | | Robert E. Mason IV | 350 | * | 200 | 0.02% | -0- | — | -0- | — | 0.01% | | Robert T. Newcomb | 1,000 | 0.01% | -0- | — | 6,000 | 0.04% | -0- | — | * | | OTHER NAMED EXECUTIVE OFFICERS | | | | | | | | | | | Craig L. Nix | 1,124(11) | 0.01% | -0- | — | -0- | — | 9,265 | 0.12% | * | | Lorie K. Rupp | -0- | — | -0- | — | -0- | — | -0- | — | — | | ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (21 PERSONS) | 1,563,954(12) | 11.56% | 302,705(12) | 30.11% | 103,385(12) | 0.75% | 42,265(12) | 0.53% | 21.64% |
Directors and Executive Officers
| (1) Each individual’s business address is 4300 Six Forks Road, Raleigh, NC 27609. |
Directors and Executive Officers
| (2) Except as otherwise noted in the footnotes below, and to the best of our knowledge, individuals named and included in the group exercise sole voting (in the case of voting stock) and investment power with respect to all listed shares. |
Directors and Executive Officers
| (3) “Percentage of Class” reflects each individual’s and the group’s listed shares as a percentage of the total number of outstanding shares of that class of stock on March 4, 2024. “Percentage of Total Votes” reflects the aggregate votes represented by each individual’s and the group’s listed shares of Class A Common and Class B Common as a percentage of the aggregate votes represented by all outstanding shares of our voting securities on that date. Depositary Shares and Series C Preferred Stock do not have voting rights and do not affect the percentages of total votes. An asterisk indicates less than .01%. |
Directors and Executive Officers
| (4) Includes an aggregate of 10,294 shares of Class A Common as to which Mrs. Alemany may be considered to exercise shared voting and investment power. The number of listed shares does not include an aggregate of 4,764 additional shares of Class A Common that may be issued to her in the future upon the settlement of RSUs. |
Directors and Executive Officers
| (5) Includes 200 shares of Class A Common as to which Mr. Alexander may be considered to exercise shared voting and investment power. |
Directors and Executive Officers
| 2024 Annual Proxy Statement | 79 |
Directors and Executive Officers
| (6) Includes an aggregate of 6,473 shares of Class A Common and 1,643 shares of Class B Common held by various entities and as to which shares Mr. Bell may be considered to exercise shared voting and investment power. |
Directors and Executive Officers
| (7) Mr. Bristow’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” Information regarding pledges of shares beneficially owned by Mr. Bristow is contained below under the caption “Pledging Policy.” |
Directors and Executive Officers
| (8) Mrs. Bryant’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” Information regarding pledges of shares beneficially owned by Mrs. Bryant is contained below under the caption “Pledging Policy.” |
Directors and Executive Officers
| (9) Mr. Durham may be considered to exercise shared voting and investment power as to all listed shares of Series C Preferred. |
Directors and Executive Officers
| (10) Mr. Holding’s beneficial ownership is described in the table and footnotes below under the caption “Principal Stockholders.” Information regarding pledges of shares beneficially owned by Mr. Holding is contained below under the caption “Pledging Policy.” |
Directors and Executive Officers
| (11) Includes 1,124 shares of Class A Common and 9,265 shares of Series C Preferred as to which Mr. Nix may be considered to exercise shared voting and investment power. |
Directors and Executive Officers
| (12) In the aggregate, individuals included in the group may be considered to exercise shared voting and investment power as to 457,514 shares of Class A Common, 86,722 shares of Class B Common, and 12,265 shares of Series C Preferred, and shared investment power only as to 82,385 Depositary Shares. As described in the table and footnotes below under the caption “Principal Stockholders,” certain shares are included in the numbers of shares listed in the table above for each of Mrs. Bryant and Mr. Holding, but they are included only once in the total shares listed for the group. The number of shares of Class A Common listed for the group does not include an aggregate of 4,764 additional shares that may be issued to them in the future upon the vesting of other unvested RSUs. |
Delinquent Section 16(a) Reports
| ● | nonqualified deferred compensation plans, and the deemed investment returns accrued to the accounts of participants in the FCB 2021 Plan and interest accrued to the accounts of participants in the FCB-SC Plans; and |