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
Bristow is the brother-in-law of CEO Frank B. Holding, Jr. and of Vice Chairwoman Hope H. Bryant; under the policy, a director with a familial relationship to senior management — especially the CEO — warrants a No vote due to concerns about independence from top management.
Bryant is the sister of CEO Frank B. Holding, Jr. and sister-in-law of President Peter M. Bristow; a familial relationship directly with the CEO is a clear policy trigger for a No vote regardless of her long tenure or business qualifications.
As CEO and Chairman with 33 years of tenure, Holding's family members (sister Bryant and brother-in-law Bristow) serve as fellow directors and senior officers, creating a concentrated family governance structure; the policy flags familial relationships to senior management as a No trigger, and this applies reflexively to the CEO-director who is the focal point of those relationships, compounding governance concentration concerns.
For Analysis
Alemany has served since 2022 (4 years tenure), which overlaps with the 3-year measurement period, but FCNCA's 3-year price return of +234% far exceeds QABA's 42.6% by +191.4 percentage points, well above the 65pp trigger threshold for strong-positive TSR, so the TSR trigger does not apply; no overboarding, attendance, or independence concerns flagged.
Bell has served 24 years as an independent director on the Audit and CNG Committees with 100% attendance; FCNCA's 3-year outperformance versus QABA (+191.4pp) far exceeds the 65pp trigger threshold, so no TSR concern applies.
Flood joined in 2023 (approximately 3 years tenure) and is an independent director with relevant financial and risk management expertise; FCNCA's 3-year outperformance versus QABA (+191.4pp) far exceeds the 65pp threshold, so the TSR trigger does not apply, and no other concerns are present.
Hoppe is an independent director and Risk Committee Chairman with 12 years tenure, 100% attendance, and strong financial and accounting credentials; FCNCA's 3-year outperformance versus QABA (+191.4pp) far exceeds the 65pp trigger threshold, so no TSR concern applies.
Leitch joined in 2024 (approximately 2 years tenure) and is exempt from the TSR trigger under the 24-month new director exemption; he is independent with relevant legal and financial services experience and 97% attendance.
Mason is an independent director with 19 years tenure, 97% attendance, and service on the Audit, CNG, and Technology Committees; FCNCA's 3-year outperformance versus QABA (+191.4pp) far exceeds the 65pp trigger threshold, so no TSR concern applies.
Morais joined effective July 1, 2025 (less than 12 months tenure), well within the 24-month new director exemption from the TSR trigger; she is independent with extensive banking experience and 100% attendance since joining.
Newcomb is the Lead Independent Director and CNG Committee Chairman with 24 years tenure, 100% attendance, and strong governance credentials; FCNCA's 3-year outperformance versus QABA (+191.4pp) far exceeds the 65pp trigger threshold, so no TSR concern applies.
Snow joined in 2025 (approximately 1 year tenure) and is exempt from the TSR trigger under the 24-month new director exemption; he is the designated Audit Committee Financial Expert with extensive public accounting experience and 100% attendance.
Of the 12 nominees, 9 receive a FOR vote. Three nominees — President Peter Bristow, Vice Chairwoman Hope Bryant, and CEO/Chairman Frank Holding — receive AGAINST votes due to familial relationships: Holding is the brother of Bryant and the brother-in-law of Bristow, all of whom serve together as directors and senior officers, creating a concentrated family governance structure that the policy flags as a concern. FCNCA's exceptional stock performance (+234% over 3 years versus QABA's +42.6%, a gap of +191.4pp) far exceeds the 65pp threshold for strong-positive TSR, so no TSR-based votes apply to any director. All directors met the 75% attendance requirement.
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 $22.8 billion market cap regional bank with over $200 billion in assets, and the prior say-on-pay vote received over 98% support indicating strong shareholder alignment. The compensation program is heavily weighted toward performance-based pay through the Long-Term Incentive Plan (tied to tangible book value growth over 3-year periods) and the Merger Performance Plan, satisfying the policy requirement that a majority of senior executive pay be variable and performance-linked. The company also maintains a meaningful clawback policy and the pay-for-performance alignment check is satisfied given FCNCA's exceptional 3-year stock performance of +234% versus QABA's +42.6%.
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 raise independence concerns; KPMG is a Big 4 firm appropriate for a company of FCNCA's size and complexity; auditor tenure was not disclosed in the filing so the tenure trigger cannot fire per policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requesting Report on Faith-Based Employee Resource Groups
The filer, Inspire Investing, LLC, is a self-described faith-based investment firm whose proposal is framed around promoting religious employee resource groups — an ideological advocacy goal rather than a neutral fiduciary concern. Under the policy's symmetry rule, proposals from ideologically motivated filers (whether conservative or progressive) are voted against regardless of how the ask is framed, because they serve political or social advocacy goals rather than shareholder interests. A neutral fiduciary investor would not submit this specific proposal, which is confirmed by its citation of conservative legal advocacy sources and a White House memo as supporting rationale.
Overall Assessment
First Citizens BancShares' 2026 annual meeting ballot is largely straightforward, with FOR votes on Say on Pay, auditor ratification, and most directors driven by the company's exceptional 3-year stock performance (+234% versus QABA's +42.6%). The primary governance concern is the concentrated family control structure — CEO Frank Holding, his sister Vice Chairwoman Hope Bryant, and brother-in-law President Peter Bristow all serve as fellow directors and senior officers, triggering AGAINST votes for all three under the familial relationship policy; the stockholder proposal from ideological filer Inspire Investing is voted against per the policy's rule disqualifying proposals from ideologically motivated filers.