FIRST CITIZENS BANCSHARES INC /DE/ FCNCA

58% shingled-prose overlap between the two filings.

2025: 63,584 chars · 2026: 61,577 chars

• Committee Report:62% overlap (667 → 647 chars)
• Pay Ratio (Item 402(u)):44% overlap (4,898 → 5,314 chars)
• Say-on-Pay proposal:84% overlap (4,865 → 4,864 chars)

• changedOur 2025 2024NEOs are listed below, with their positions during 2025 2024(which they continue to hold), in the order in which they appear in the Summary Compensation Table.
• changedPage Executive Summary 42 41Our Executive Compensation Philosophy and Objectives 42 41Executive Compensation Highlights 42 41Compensation Program Evolution 43 42The Process of Evaluating Executive Officer Compensation 44 43Executive Compensation Components 46 45Cash Compensation 47 46Base Salaries 47 46Long-Term Incentive Plan (“LTIP”) 48 47Merger Performance Plan (“MPP”) 50 49Bonuses 50 49Nonqualified Deferred Compensation Plans 50 49Retirement Plans 51 50Nonqualified Separation from Service Agreements 51 Personal Benefits 52 51Incentive-Based Compensation Clawback Policies 53 52
• changed2026 2025Annual Proxy Statement 41
• changedDuring 2025, 2024,the Committee again engaged Pay Governance to evaluate our executive compensation and assist the Committee in maintaining a program that is both fair and effective.
• changedThe following paragraphs summarize the Committee’s and our Boards’ actions and decisions with respect to the compensation of our NEOs for 2025 2024and 2026. 2025.
• changed● Base Salaries — In January 2025, 2024,the Committee recommended and the Boards approved no merit-basedincreases in the base salary rates of our NEOs for 2025. 2024.
• changed● Continued Use of Growth in Tangible Book Value as the LTIP Performance Metric — The Committee continued to use growth in the tangible book value of our common stock plus dividends on our common shares as the primary component of the performance measure for the determination of LTIP awards.
• changedTangible 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, subject to certain adjustments. stock.
• changedØ In January 2025, 2024,the Committee approved the grant of cash-based LTIP performance awards to our NEOs for a three-year 2025-2027 2024-2026performance period based on the same performance measure used in prior years — the cumulative annual growth rate of our tangible book value per share of our common stock, value,plus dividends per common share paid each year over the performance period (the “TBV+D Growth Rate”), subject to certain adjustments.
• changedAs with the grants made in 2022, 2023, 2022and 2024, 2023,the Committee set 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.
• changedØ In January 2026, 2025,the Committee approved payment of the three-year cash performance awards previously granted under the LTIP for the 2023-2025 2022-2024performance period, which are reported in this proxy statement as compensation for 2025. 2024.
• changed42 2026 2025Annual Proxy Statement
• changedØ AlsoIn January 2025, the Committee approved new MPP cash performance award opportunities undertheMPPfor 2025 forNEOswith respect to the SVB Acquisition, which are expected to be the final opportunities under the MPP with respect to that transaction. Acquisition.
• changedDepending on continued achievement of performance objectives, the award opportunities could become payable at Threshold, Target, Targetand Maximum levels.
• changedFor2025SVBawardopportunities,Performance objectives included timely integration achievement, risk management, individual performance, our overall results, and other related specific goals.
• changedØ In January 2026, 2025,the Committee assessed achievement of performance objectives with respect to the 2025 2024MPP awards and approved payment to each of our NEOs oftheCITMergerMPPawardsattheTargetlevelandtheSVBAcquisitionMPPawardsat the Maximum level, allofwhich are reported in this proxy statement as compensation for 2025. 2024.
• changed● Continued Focus on Performance-Based Compensation — By maintaining individual “Stretch” opportunity levels with respect to LTIP awards granted for the 2025-2027 2024-2026performance period at 150% of the Target Amounts and approving award opportunities to NEOs under the MPP with performance objectives as described above, we continued to increase the percentages of our NEO’s total compensation that is performance-based performancebasedand to focus on performance-based compensation as a substantial component of our NEOs’ total compensation.
• changed● Incentive Compensation Risk Management Program — We maintained an completedimplementationofenhancementstotheIncentive Compensation Risk Management Program, including Programtoincludeongoing risk-balancing processes and mechanisms that tohelp identify and mitigate risks that might arise from incentive compensation arrangements.
• changed2026 2024Compensation Actions and Decisions
• changed● Base Salaries — In January 2026, 2025,the Committee recommended and the Boards approved merit-based noincreases in the base salary rates salariesofanyof our NEOs for 2026. 2025.
• changed● LTIP Awards — In January and February 2026, 2025,the Committee approved the grant of LTIP cash performance opportunities awardsfor a new, three-year 2026-2028 2025-2027performance period based on the same TBV+D Growth Rate performance measure measure,TargetAmountsandpaymentopportunitiesas comparedtothe 2025-2027 2024-2026awards.
• new● MPP Award Opportunities — The Committee approved no new NEO performance award opportunities for 2026 under the MPP, but it remains available should the Committee determine in the future to provide award opportunities in connection with merger or acquisition activity.
• newNo further award opportunities are expected to be granted with respect to the SVB Acquisition.
• changedThe CNG Committee continues to assess, with the assistance of its independent compensation consultant, the futurecompetitiveness of our NEO’s compensation against thecomparably sized banking and financial services institutions with which we compete 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.
• changed2026 2025Annual Proxy Statement 43
• changedEach year the Committee also approves payments under existing incentive awards grantedundertheLTIPandMPPfor which the performance periods covered by the awards have ended and approves new award opportunities. opportunitiesundereachplan.
• changedIn setting compensation paid to our NEOs for 2025, 2024,the CNG Committee again retained Pay Governance as its independent compensation consultant.
• changedAs part of their services,PayCNG COMMITTEE COMPENSATION REVIEW In reviewing our NEOs’ compensation, the Committee considers: ● the scope of each officer’s responsibilities; ● market analyses provided by the Committee’s independent consultant comparing our NEOs’ compensation to compensation paid to persons in each NEO’s position in similar financial services organizations, and executive compensation data compiled by the independent consultant for a group of industry peer companies; ● our overall financial and operating performance, including our three-year TBV+D Growth Rate in the determination of payments of LTIP awards and the achievement of performance objectives in the determination of payments of MPP awards, and, in decisions regarding the compensation of our NEOs in general, our internal “Financial True North” metrics which include net income, loan growth, deposit growth, noninterest income and expense, and net loan charge-offs; ● achievement of internal company objectives set out in our “Competitive Path” which is formulated at the beginning of each year to establish goals for management for the year in various areas; ● individual performance of our NEOs; ● Board and Executive Leadership Team survey results regarding the Chief Executive Officer’s performance; ● internal equity of our NEOs’ current compensation and their levels of compensation in comparison to other NEOs; and ● voting results on the most recent say-on-pay resolutions submitted to our stockholders, as well as any feedback received by the Committee from stockholders outside the voting process.
• changedservices, Pay Governance prepared market analyses for the Committee comparing our executives’ then-current compensation rates to the market median compensation paid by similar financial services organizations to their officers in similar positions.
• changed44 2026 2025Annual Proxy Statement
• changedOur peer companies used in informing pay decisions for 2025 2024consisted of twelve publicly traded regional financial institutions that had assets between $80 $70billion and $565 $560billion.
• changedAt our 2025 2024Annual Meeting stockholders approved the proposal with over 98% of the votes entitled to be cast with respect to shares 2025 presentinpersonor2024PEER COMPANIES Ally Financial Inc. Capital One Financial Corporation Citizens Financial Group, Inc. Comerica Incorporated Fifth Third Bancorp Flagstar Financial, Inc. Huntington BancShares Incorporated KeyCorp M&T Bank Corporation The PNC Financial Services Group, Inc. Regions Financial Corporation Truist FinancialCorporationWebsterFinancial Corporation ZionsBancorporation,NationalAssociation
• changedpresent in person or by proxy, and which were voted or abstained at the meeting, being cast for approval.
• changedIn connection with its reviews and decision-making process and the setting of our NEOs’ compensation for 2025 2024and 2026, 2025,the Committee took into account the voting results on those proposals at our preceding years’ Annual Meetings.
• changedThose processes include an annual assessment of risk management performance for the associates within the groups beneath our Executive Leadership Team whose activities may expose us to material amounts of risk, including a compilation of assessments resultsby control function for each such associate.
• changed2026 2025Annual Proxy Statement 45
• changedThe components of compensation paid to or received by our executive officers for 2025 2024are summarized in the following table.
• changedCompensation Component Component Elements Purpose Component Risk Profile Base Salary ● Cash compensation Provides fixed annual compensation that is comparable with other similarly sized financial institutions and helps attract and retain our executive officers Low Long-Term Incentive Plan Awards ● Awards of performance-based cash compensation measured by the extent to which goals are met during award performance periods Ties a substantial portion of NEO compensation to company performance and growth in the value of our stockholders’ investments, promotes a closer identification of the interests of plan participants with company interests and the long-term interests of stockholders, stimulates efforts to enhance efficiency, profitability, and growth in value of our company and stockholders’ investments, and enhances our ability to recruit and retain executive officers who are participants Low Merger Performance Plan Awards ● Awards of annual performance-based cash compensation tied to realization of intended benefits to our company and stockholders of our merger or mergersandacquisition activity based on achievement of performance objectives Following merger or acquisition activity, provides a cash incentive for the realization of projected benefits to our company and our stockholders, stockholdersfrommergersandacquisitions,which promotes a closer alignment of the interests of executive officers who are plan participants with company interests and the long-term interests of stockholders, and stimulates efforts to enhance efficiency, profitability, and growth in value of our company and stockholders’ investments Low Retirement Benefits ● Defined benefit pension plans ● Matching contributions to Section 401(k) defined contribution plan accounts, and additional profit-sharing contributions under one of the Section 401(k) plans Provides competitive levels of retirement income for plan participants Low Nonqualified Deferred Compensation Plan ● Deferral of up to 80% of base salary and LTIP award payments under the plan ● Earnings (or losses) on voluntary deferrals by plan participants based on deemed investments of participants’ accounts in outside investment funds selected by participants from a menu of hypothetical investment options available under the plan Provides an opportunity for plan participants to save for retirement and other long-term financial goals on a tax-deferred basis by electing to defer their receipt of portions of their salaries and LTIP award payments Low
• changed46 2026 2025Annual Proxy Statement
• changedCompensation Component Component Elements Purpose Component Risk Profile Nonqualified Separation from Service Agreements ● Cash following separation from service at or after agreed-upon ages or upon a qualifying retirement ● Death benefit Retain and reward the long-term service and loyalty of certain key decision makers, and assure their continued loyalty following a separation from service Low Perquisites ● Installation, maintenance, maintenanceand monitoring of home security systems ● Limited staff services for personal activities ● Limited other personal benefits provided from time to time Provide limited personal benefits to certain executive officers in furtherance of our risk management program, for the officers’ convenience, and from time-to-time for other specific purposes Low
• changedWith certain exceptions related to basedonvariousconsiderations,includinginternal pay equity, increases in our NEOs’ base salaries in recent years generally have been limited, while incentive compensation through performance-based awards has undertheLTIPandtheMPPhavebecome an increasingly substantial portion of our NEOs’ total compensation.
• changedIn making its recommendations regarding 2025 2024and 2026 2025base salaries for our NEOs, the Committee considered various factors, including our 2024 2023and 2025 2024financial and operating performance and the other factors described below.
• changedHolding, Jr., for 2025 2024and 2026 2025took into account the Committee’s evaluation of his performance during 2024 2023and 2025 2024(including consideration of our internal financial metrics and the extent of achievement of our corporate objectives), his 2024 2023and 2025 2024total compensation, the market and peer analyses as prepared by Pay Governance, the incentive opportunities provided to him, himundertheLTIPandMPP,and the total compensation of our other NEOs.
• changedFor 2025, 2024,the Committee recommended no anincrease to of3.0%inMr. Holding’s base salary rate, and for 2026, 2025,the Committee recommended a 5.8% noincrease in his base salary rate.
• changedIn considering its recommendations for the 2025 2024and 2026 2025base salary rates of our other NEOs, the Committee took into account our internal financial metrics and the extent of achievement of our corporate objectives during 2024 2023and 2025, 2024,their 2024 2023and 2025 2024total compensation, the market and peer analyses prepared by Pay Governance, their incentive opportunities, opportunitiesundertheLTIPandMPP,our Chief Executive Officer’s assessment of their performance, and, in the case of each NEO, the total compensation of our other NEOs and their total compensation as compared to similarly sized financial institutions.
• changedFor 2026, 2024,the Committee recommended the following increases in base salary rates: 3.4% 7.4%for Mr. Nix, 6.9% 3.6%for Mrs. Bryant, 6.9% for BryantandMr. Bristow, and 4.3% 4.5%for Mrs. Rupp.
• changedThe following table shows the base salary rates of our Chief Executive Officer and our other four NEOs, and the percentage increases in their salaries, from 2023 2022through 2026. 2025.
• changed2022BaseSalary2023 Base Salary 2024 Base Salary 2025 Base Salary 2026 Base Salary % Increase Salary Rate % Increase Salary Rate % Increase Salary Rate % Increase Salary Rate Frank B.
• changedHolding, Jr. Chairman and Chief Executive Officer 0.00%$1,010,0000.00 % $ 1,010,000 3.0 % $ 1,040,000 0.00 % $ 1,040,000 5.8 % $ 1,100,000 Craig L.
• changedNix Chief Financial Officer 0.00%675,0000.00 % 675,000 7.4 % 725,000 0.00 % 725,000 3.4 % 750,000 Hope H.
• changedBryant Vice Chairwoman 0.00%700,0000.00 % 700,000 3.6 % 725,000 0.00 % 725,000 6.9 % 775,000 Peter M.
• changedBristow President 0.00%700,0000.00 % 700,000 3.6 % 725,000 0.00 % 725,000 6.9 % 775,000 Lorie K.
• changedRupp Chief Risk Officer 0.00%550,0000.00 % 550,000 4.5 % 575,000 0.00 % 575,000 4.3 % 600,000
• changed2026 2025Annual Proxy Statement 47
• newIn 2026, the maximum amount of an award that may be paid under the LTIP to any one participant in any one fiscal year was increased from $10 million to $15 million, following advice from Pay Governance as to alignment in market compensation for our executive positions.
• changedSince 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 annual growth in the tangible book value per share (“TBV”) of our common stock plus cumulativedividends per common share (“D”) paid each year over the applicable Performance Periods (the “TBV+D Growth Rate”).
• changedOur TBV per share of common stock at the beginning and end of oneach year within a Performance Period measurementdateis 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, subject to certain adjustments applied each year within the Performance Period. adjustments.
• newThe TBV+D Growth Rate is determined according to the following formula each year within the Performance Period and then cumulated:
• changed“Beginning TBV” and “Ending TBV” are measured at the beginning and end of each year within the relevant Performance Period and are subject to adjustments the Committee has discretion 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 are believed will be beneficial to stockholders in future years.
• changedFor example, indeterminingtheamountsofawardspaidtoNEOsduringFebruary2024and2025withrespecttoawardsforthe2021-2023and2022-2024PerformancePeriods,the Committee excluded the significant net positive effects on TBV tangiblebookvalueof the CIT Merger in 2022 and the SVB Acquisition in 2023 from the calculation ofTBVin order to remove the impact of these strategic transactions from the determination of LTIP payments. paymentsforthePerformancePeriodscoveringtheseyears.
• changedHad the Committee not made these adjustments, those transactions alone may have maximized awards under the LTIP for Performance Periods encompassing those years, LTIP,and the intended incentive aspect of the LTIP awards for these Performance Periods may not have been realized.
• changedIn January 2025, 2024,the Committee approved the grant to our NEOs and other selected officers of cash-based LTIP performance award opportunities for a new, three-year 2025-2027 2024-2026Performance Period.
• changedPercentagesofourNEOs’basesalariesusedforthedeterminationoftheTargetAmountsoftheirawards,andThe Threshold, Target, and Stretch TBV+D Growth Rate goals of 12%, 30%, and 48%, respectively, included the same increased Target and Stretch goals as were approved for awards granted since 2022. during2022and2023.
• changedThose goals would result in participants earning 50%, 100%, and 150%, respectively, of the Target Amounts of their awards (the “Award Percentage”), which were the same as the Award Percentages for the awards granted since 2022. in2022and2023.
• changedThe awards granted since in2022 reflect and2023reflectedan increase in the Award Percentage for performance at the Stretch level from 125% to 150% as compared to 2021.
• changedAs a result, under the 2023-2025, 2024-2026 2022-2024,2023-2025and 2025-2027 2024-2026awards, payment of awards at 100% of the Target Amount would require achievement of a higher TBV+D Growth Rate (30% versus 24%) than for awards prior to 2022, and attainment of the increased Stretch performance goal (48% versus 36%) would result in payment of a higher percentage of the Target Amount than for awards prior to 2022 (150% versus 125%).
• changedLTIP awards granted to our NEOs during 2025 2024are listed in the Grants of Plan-Based Awards table below. table.
• changedIn granting the 2025 2024awards, the Committee continued use of a form of award agreement that imposes non-solicitation and nondisclosure obligations on participants as conditions to the awards.
• newDuring the non-solicitation period, other than on behalf of FCB, each participant is
• changed48 2026 2025Annual Proxy Statement
• changedDuringthenon-solicitationperiod,otherthanonbehalfofFCB,eachparticipantisgenerally prohibited from employing or soliciting for employment any associate of FCB who was supervised by or was personally known to the participant participant,or soliciting the business of any customer or prospective customer with whom the participant had material contact.
• changedSubject to customary limitations, the nondisclosure provisions require the participant to maintain the confidentiality of all FCB ofFCB’sbusiness information, trade secrets, and data and return all such materials in his or her possession to FCB upon termination of employment.
• changedIn January 2026, 2025,the Committee approved payments for the three-year awards granted in January 2023 2022for the 2023-2025 2022-2024Performance Period that ended on December 31, 2025. 2024.
• changedAfter making adjustments to, among other things, eliminate the significant net positive effects on tangible book value of theCITMergerduring2022andthe SVB Acquisition in during2023 (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 2023-2025 2022-2024Performance Period exceeded the Stretch performance level of 48.0%, and it approved payments to LTIP participants, including our NEOs, at the maximum Award Percentage of 150% of the Target Amounts of the awards.
• changedThose payments made to our NEOs are included in the aggregate amounts on the 2025 2024line of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and are separately listed in Footnote 3 to that table.
• changedA listing of the new awards granted to our NEOs during 2025, 2024,and additional information regarding the LTIP and the payments approved by the Committee for the 2023-2025 2022-2024Performance Period, is provided in the discussion under the caption “EXECUTIVE COMPENSATION — Grants of Plan-Based Awards.”
• changedThe following table lists percentages of base salary rates and dollar amounts that could be paid in future years to our NEOs at each performance level under all outstanding LTIP award opportunities awardsthey currently hold, including those granted to them in January and February 2026 2025for the 2026-2028 2025-2027Performance Period.
• changedAll award opportunities awardslisted in the table are subject to the policies described below under the caption “Incentive-Based Compensation Clawback Policies.”
• changedName Performance Period TargetLevelPercentageof Base Salary PerformancePeriodTargetLevelPercentageofBasePayPotential Payment for Performance at: Threshold Level (1) Target Level (1) Stretch/Maximum Level (1) Frank B.
• newHolding, Jr. 2026-2028 680% $ 3,740,000 $ 7,480,000 $ 11,220,000 2025-2027 575% 2,990,000 5,980,000 8,970,000 2024-2026 550% 2,860,000 5,720,000 8,580,000 Craig L.

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