First Citizens BancShares (FCNCA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 29, 2025, with voting on the election of 11 directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as independent accountants for 2025.

• Stockholders of record as of March 3, 2025, are entitled to vote, with Class A shares having one vote each and Class B shares having 16 votes each.

• The company emphasizes a client-centered, long-term focused culture, and has expanded significantly through the CIT Merger and SVB Acquisition.

Voting matters and shareholder proposals

• Proposals include: election of 11 directors, advisory vote on executive compensation (say-on-pay), and ratification of KPMG LLP as independent accountants.

• Board recommends voting FOR all nominees and both proposals.

• No other matters are currently expected to be brought before the meeting.

Board of directors and corporate governance

• Seven of 11 director nominees are independent; all Audit and CNG Committee members are independent.

• Annual election of directors and Lead Independent Director; regular executive sessions of independent directors.

• Board skills include financial, risk, technology, ESG, and executive leadership experience.

• Board diversity in gender, race, and tenure; retirement policy enforced at age 75.

• Directors are encouraged to own significant stock and are restricted from hedging or pledging shares, with limited grandfathered exceptions.