FIRST CITIZENS BANCSHARES INC CLAS (FCNCA)
Sector: Financials
2026 Annual Meeting Analysis
FIRST CITIZENS BANCSHARES INC CLAS · Meeting: May 4, 2026
Directors FOR
9
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors
Against Analysis
Ms. Alemany meets all policy screens: no overboarding, 100% attendance, TSR trigger does not fire (FCNCA 3-year return of +108.8% outperforms the peer median by +19.7pp, well below the 65pp threshold for strong positive TSR), and her non-independent status does not extend to the audit or compensation committee.
Mr. Bristow is the brother-in-law of CEO Frank B. Holding, Jr., placing him in a close familial relationship with the top executive; the policy directs a No vote for directors with familial relationships to senior management, particularly the CEO, as this proximity undermines independent oversight regardless of his non-independent classification.
Mrs. Bryant is the sister of CEO Frank B. Holding, Jr., a direct familial relationship to the top executive that the policy identifies as a clear conflict warranting a No vote, as such relationships compromise the board's ability to exercise independent oversight of management.
For Analysis
Mr. Bell is independent with 100% attendance, no overboarding, and the TSR trigger does not fire against FCNCA's strong 3-year outperformance relative to peers.
Dr. Flood is independent, has served since 2023 (within 24 months at the time of the 2025 underperformance measurement but over 24 months by the 2026 meeting — tenure is 3 years), 94% attendance meets the 75% threshold, holds one outside public board seat (Janus Henderson), and the TSR trigger does not fire.
As a sitting CEO serving on one outside public board (flyExclusive), Mr. Holding does not exceed the two-outside-board-seat threshold for sitting CEOs; the TSR trigger does not fire given FCNCA's strong 3-year outperformance versus peers; and his tenure and role as CEO-Chairman, while a governance concern noted separately in Say on Pay context, does not independently trigger a No vote under the director election policy.
Mr. Hoppe is independent, has 100% attendance, no overboarding, and the TSR trigger does not fire against FCNCA's strong peer-relative performance over three years.
Mr. Leitch joined in 2024 and has been on the board for approximately two years, placing him within the 24-month new-director exemption window; he is independent with 97% attendance and no overboarding.
Mr. Mason is independent, has 97% attendance, no overboarding, and the TSR trigger does not fire; he brings relevant financial and business expertise to the board.
Ms. Morais joined the board effective July 1, 2025, well within the 24-month new-director exemption; she is independent with 100% attendance and is therefore exempt from the TSR trigger.
Mr. Newcomb is independent, serves as Lead Independent Director, has 100% attendance, no overboarding, and the TSR trigger does not fire.
Mr. Snow joined in 2025, placing him within the 24-month new-director exemption; he is independent, serves as Audit Committee Chairman and Financial Expert, and has 100% attendance.
Of the 12 director nominees, 10 receive a FOR vote and 2 receive an AGAINST vote. Peter M. Bristow and Hope H. Bryant are voted AGAINST due to their direct familial relationships with CEO Frank B. Holding, Jr. (brother-in-law and sister, respectively), which the policy identifies as a governance concern that undermines independent board oversight of management. The remaining 10 directors pass all policy screens: the TSR trigger does not fire because FCNCA's strong positive 3-year return of +108.8% outperforms the compensation peer group median by only +19.7 percentage points, well below the 65pp threshold applicable to companies with strong positive TSR; all directors meet the attendance threshold; and no overboarding issues are present.
Say on Pay
✓ FORCEO
Frank B. Holding, Jr.
Total Comp
$10,247,600
Prior Support
98%%
CEO total compensation of $10,247,600 is within a reasonable range for a Chairman and CEO of a top-20 U.S. bank with over $200 billion in assets and a $22.8 billion market cap. The compensation structure is heavily weighted toward performance-based cash incentives through the Long-Term Incentive Plan (LTIP), which uses a three-year tangible book value per share growth metric — a long-term, meaningful performance condition — and the Merger Performance Plan (MPP), with no equity grants and no change-in-control agreements, keeping the fixed pay proportion well-managed. Prior year say-on-pay support was approximately 98%, indicating broad shareholder approval, and the pay-for-performance alignment is supported by FCNCA's strong 3-year stock price return of +108.8%, outperforming the community bank benchmark QABA (which returned +53.5% over the same period) by +55.3 percentage points. A clawback policy is in place covering restatements, risk management failures, and ethics violations.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$10,990,747
Non-Audit Fees
$626,374
Non-audit fees (audit-related fees of $430,000 plus tax fees of $196,374 totaling $626,374) represent approximately 5.7% of audit fees ($10,990,747), well below the 50% threshold that would trigger a No vote. KPMG is a Big 4 firm appropriate for a $22.8 billion market cap financial institution. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy. No material restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requesting Report on Faith-Based Employee Resource Groups
Inspire Investing, LLC is a faith-based, values-driven investment firm whose proposals are motivated by religious and conservative ideological goals rather than neutral fiduciary investor interests — it is classified as an ideological conservative filer, which automatically disqualifies the proposal from support under the policy regardless of how the ask is framed. Even evaluated on the merits, the proposal asks the company to produce a report on risks of not offering faith-based employee resource groups, which is a low-priority operational matter that the board reasonably characterizes as an area reserved for management discretion. No prior-year vote history exists for this proposal, removing any signal of broader shareholder concern.
Overall Assessment
The 2026 FCNCA annual meeting ballot includes four proposals: director elections, say on pay, auditor ratification, and one stockholder proposal. The vote determinations support 10 of 12 director nominees (voting against Peter Bristow and Hope Bryant due to familial relationships with the CEO), support the say-on-pay resolution given strong performance-based pay structure and FCNCA's significant outperformance of the QABA community bank benchmark, ratify KPMG with a clean fee ratio, and oppose the faith-based ERG report proposal due to its ideological conservative filer origin.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing