Sector: Financials
FIRST CITIZENS BANCSHARES INC CLAS · Meeting: May 4, 2026
Directors FOR
10
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of 12 Directors
Against Analysis
Bristow is the brother-in-law of CEO Frank B. Holding, Jr., placing him in a familial relationship with senior management; our policy calls for a no vote on directors with such relationships because close family ties to the CEO raise independence and governance concerns regardless of formal independence classification.
Bryant is the sister of CEO Frank B. Holding, Jr. and serves as Vice Chairwoman; this direct familial relationship with the most senior executive is a clear governance concern under our policy, which calls for a no vote on directors with family ties to top management.
For Analysis
Alemany joined the board in 2022 and has strong banking executive credentials; FCNCA's 3-year price return of +67.5% is well above zero, and the gap versus the peer group median (-31.3pp) does not reach the 65pp threshold required to trigger a no vote under the strong-positive TSR band; attendance was 100%.
Bell has 24 years of tenure and 100% meeting attendance; the TSR underperformance threshold of 65pp is not met (-31.3pp gap vs. peer median), and no overboarding, independence, or other policy concerns are present.
Flood joined in 2023 and has strong investment management and risk expertise; the TSR gap versus peers (-31.3pp) does not cross the 65pp threshold, and holding one outside public company directorship (Janus Henderson) does not trigger overboarding; attendance was 94%.
As CEO and Chairman with 33 years of tenure, Holding is subject to the same TSR trigger as all other directors; FCNCA's 3-year return of +67.5% is strongly positive and the -31.3pp gap versus the disclosed peer group median does not reach the 65pp threshold needed to fire a no vote; his one outside directorship (flyExclusive) does not trigger overboarding for a sitting CEO.
Hoppe is an independent director with 12 years of tenure, strong accounting credentials qualifying him as Risk Management Expert, 100% attendance, and the peer-group TSR gap does not meet the 65pp trigger threshold.
Leitch joined in 2024, giving him less than 24 months of tenure as of the 2026 meeting, making him exempt from the TSR trigger under our policy; he brings relevant legal and financial institution experience and had 97% meeting attendance.
Mason has 19 years of tenure, 97% attendance, and broad business experience; the peer-group TSR gap of -31.3pp is well below the 65pp threshold required to trigger a no vote in the strong-positive TSR band.
Morais joined July 1, 2025, giving her less than 24 months of tenure and making her exempt from the TSR trigger; she brings extensive consumer and commercial banking expertise and had 100% attendance since joining.
Newcomb is Lead Independent Director with 24 years of tenure and 100% attendance; the peer-group TSR gap (-31.3pp) does not reach the 65pp underperformance threshold, and no other policy concerns are present.
Snow joined in 2025, giving him less than 24 months of tenure and exempting him from the TSR trigger; he is a former Big 4 audit partner designated as Audit Committee Financial Expert with directly relevant credentials and 100% attendance.
Of the 12 director nominees, 10 receive a FOR vote. Two directors — President Peter Bristow and Vice Chairwoman Hope Bryant — receive AGAINST votes solely due to their direct familial relationships with CEO Frank Holding (brother-in-law and sister, respectively), which our policy identifies as a governance concern regardless of formal independence status. The TSR performance trigger does not fire for any director: FCNCA's 3-year return of +67.5% is strongly positive, and the gap versus the disclosed compensation peer group median (-31.3pp) does not reach the 65pp threshold required under the strong-positive TSR band. Four directors (Leitch, Morais, Snow, and Alemany at less than 4 years) are newer additions who benefit from either the 24-month exemption or limited tenure overlap. Attendance across the slate is excellent, with all directors meeting the 75% threshold.
CEO
Frank B. Holding, Jr.
Total Comp
$10,247,600
Prior Support
98%%
CEO total compensation of approximately $10.2 million is reasonable for the chairman and CEO of a top-20 U.S. bank with over $200 billion in assets, and prior say-on-pay support exceeded 98% at the 2025 annual meeting, well above the 70% threshold. The compensation program is predominantly performance-based through cash LTIP awards tied to a three-year tangible book value plus dividends growth metric, which is a long-term, financially meaningful measure that aligns executive outcomes with shareholder value. The company also maintains a meaningful clawback policy covering accounting restatements, risk management failures, and ethics violations, and no red flags around pay mix, equity dilution, or prior-year shareholder dissatisfaction are present.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$10,990,747
Non-Audit Fees
$626,374
Non-audit fees (combining audit-related fees of $430,000 and tax fees of $196,374) total approximately $626,374, which represents roughly 5.7% of core audit fees of $10,990,747 — well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of FCNCA's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under our policy, and no material financial restatements are noted.
1 proposal submitted by shareholders
Proposal 4
Inspire Investing, LLC is an ideological filer with a conservative religious investing mission; its proposals are designed to advance a political and social agenda rather than serve neutral fiduciary interests, which disqualifies this proposal from support under our policy regardless of how it is framed. The proposal is dressed as a risk-disclosure request, but its substance — pressuring the company to create faith-based employee resource groups — is an operational and cultural policy preference that a neutral fiduciary investor would not prioritize as a material shareholder concern. No prior-year vote history exists, and the company's existing risk management framework already addresses human capital risks, making this report unnecessary from a governance standpoint.
Meeting held May 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Diane E. Morais | 99.7% | 20.3M | 57,626 | ✓ Elected |
| Dr. Eugene Flood, Jr. | 99.7% | 20.3M | 71,265 | ✓ Elected |
| Robert R. Hoppe | 99.5% | 20.3M | 97,945 | ✓ Elected |
| Peter M. Bristow | 99.5% | 20.3M | 103,101 | ✓ Elected |
| Frank B. Holding, Jr. | 99.4% | 20.3M | 129,582 | ✓ Elected |
| Hope H. Bryant | 99.3% | 20.3M | 148,814 | ✓ Elected |
| R. Mattox Snow III | 99.2% | 20.2M | 160,657 | ✓ Elected |
| Ellen R. Alemany | 99.1% | 20.2M | 180,598 | ✓ Elected |
| David G. Leitch | 88.6% | 18.1M | 2.3M | ✓ Elected |
| Robert E. Mason IV | 88.4% | 18.0M | 2.4M | ✓ Elected |
| Victor E. Bell III | 88.2% | 18.0M | 2.4M | ✓ Elected |
| Robert T. Newcomb | 84.8% | 17.3M | 3.1M | ✓ Elected |
Say on Pay
For 20.0M · Against 338,804 · Abstain 42,009
Auditor Ratification
For 24.6M · Against 2,455 · Abstain 4,556
Other Proposals
Proposal 4
Stockholder proposal requesting a report on faith-based employee resource groups
The 2026 First Citizens BancShares ballot presents four proposals: director elections, say on pay, auditor ratification, and one stockholder proposal. We vote FOR on say on pay (strong performance-based program, 98% prior-year support), FOR on KPMG ratification (low non-audit fee ratio, no tenure concerns), FOR on 10 of 12 director nominees (withholding only from the two directors with direct family ties to the CEO), and AGAINST the faith-based employee resource group report request from ideological filer Inspire Investing.
12 companies disclosed in 2026 proxy filing
