Is this executive appointment material to FCNCA's financial results?

The filing does not quantify any financial impact on earnings, capital, or guidance. It is primarily a leadership and governance disclosure. The maximum cash compensation for 2024 and 2025 is significant for an individual, but it is small relative to a company with more than $200 billion in assets.

Why is the company creating this role?

The position is described as newly created and focused on strategic enablement of technology, operations, cyber, and data. Management said the company needs to enable business capabilities as it grows and evolves, which suggests a focus on modernizing infrastructure and strengthening operational and cybersecurity capabilities.

What is the total potential compensation structure for the new officer?

Compensation includes a $600,000 base salary, a $100,000 signing bonus, three $100,000 long-term cash payments, performance bonuses of up to $1.8 million each for 2024 and 2025, a $50,000 relocation allowance, and an LTIP target of 300% of base salary for 2024-2026. Most of the variable pay depends on continued employment and achievement of objectives.

What happens if Smith leaves the company early?

If his employment with First Citizens Bank ends before January 8, 2026, other than through layoff, position elimination, death, or disability, the signing bonus and relocation allowance must be repaid pro rata based on full months of employment. The long-term cash payments and performance bonuses are contingent on active employment on each payment date.

Are there any related-party or family relationships to be concerned about?

The filing states there are no arrangements or understandings under which Smith was selected, no transactions or relationships requiring disclosure under Item 404(a) of Regulation S-K, and no family relationships with directors or executive officers requiring disclosure under Item 404(d).

FCNCA 8-K: Leadership Changes & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed January 16, 2024. Cited figures are marked; the original filing is the authoritative source.

On January 16, 2024, First Citizens BancShares (FCNCA) announced the appointment of Gregory L.

Smith as its newly created Chief Information & Operations Officer (CIOO) for BancShares and its subsidiary, First-Citizens Bank & Trust Company. He reports to Chairman and CEO Frank B. Holding, Jr. and will oversee strategic enablement of technology, operations, cyber, and data functions across the enterprise.

Smith joins from TD Bank Financial Group, where he most recently led Transformation and Corporate Operations (2019-2023), and previously held senior roles at TD Bank, N.A., National Australia Bank, and General Electric. The filing states the effective date as January 9, 2023, which predates the filing and appears to be a typographical error. The compensation package is substantial but mostly variable or contingent.

It includes a $600,000^a base salary, a $100,000 signing bonus, three $100,000 long-term cash payments (2025-2027), performance bonuses of up to $1.8 million each for 2024 and 2025, a 2024-2026 LTIP target of 300% of base salary, and a $50,000 relocation allowance tied to moving to the Raleigh, NC area. The signing bonus and relocation allowance are subject to pro rata repayment if Smith leaves before January 8, 2026, except in cases of layoff, position elimination, death, or disability. For investors, this is a governance and talent-investment event rather than a financial-results event.

The filing does not quantify any impact on earnings, capital, or guidance. The hire signals an emphasis on technology, operations, and cybersecurity leadership as the company scales, which is consistent with its described growth as a top-20 U.S. financial institution with more than $200 billion^b in assets. Future proxy or executive compensation disclosures may show how the role's cost and performance metrics develop.

02—Key points

Key Highlights

Gregory L. Smith appointed as newly created Chief Information & Operations Officer for BancShares and First-Citizens Bank & Trust Company, reporting to Chairman and CEO Frank B. Holding, Jr.
Role consolidates strategic responsibility for technology, operations, cyber, and data functions across the enterprise
Smith joins from TD Bank Financial Group, where he led Transformation and Corporate Operations from 2019 to 2023
Base salary of $600,000, plus a $100,000 signing bonus and three $100,000 long-term cash payments (2025-2027)
Performance bonuses of up to $1.8 million each for 2024 and 2025, tied to pre-established project and strategic objectives
LTIP eligibility for the 2024-2026 period with a recommended target of 300% of base salary, subject to committee approval
Signing bonus and $50,000 relocation allowance subject to pro rata repayment if employment ends before January 8, 2026 (certain exceptions apply)

03—Questions

Frequently Asked Questions

Is this executive appointment material to FCNCA's financial results?
The filing does not quantify any financial impact on earnings, capital, or guidance. It is primarily a leadership and governance disclosure. The maximum cash compensation for 2024 and 2025 is significant for an individual, but it is small relative to a company with more than $200 billion in assets.
Why is the company creating this role?
The position is described as newly created and focused on strategic enablement of technology, operations, cyber, and data. Management said the company needs to enable business capabilities as it grows and evolves, which suggests a focus on modernizing infrastructure and strengthening operational and cybersecurity capabilities.
What is the total potential compensation structure for the new officer?
Compensation includes a $600,000 base salary, a $100,000 signing bonus, three $100,000 long-term cash payments, performance bonuses of up to $1.8 million each for 2024 and 2025, a $50,000 relocation allowance, and an LTIP target of 300% of base salary for 2024-2026. Most of the variable pay depends on continued employment and achievement of objectives.
What happens if Smith leaves the company early?
If his employment with First Citizens Bank ends before January 8, 2026, other than through layoff, position elimination, death, or disability, the signing bonus and relocation allowance must be repaid pro rata based on full months of employment. The long-term cash payments and performance bonuses are contingent on active employment on each payment date.
Are there any related-party or family relationships to be concerned about?
The filing states there are no arrangements or understandings under which Smith was selected, no transactions or relationships requiring disclosure under Item 404(a) of Regulation S-K, and no family relationships with directors or executive officers requiring disclosure under Item 404(d).

04—Continue

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