David G. Leitch
Director at FCNCA
Board
About David G. Leitch
David G. Leitch (age 64) is an independent director of First Citizens BancShares (FCNCA) since 2024, serving on the Audit Committee and the Compensation, Nominations and Governance (CNG) Committee. He is a retired legal executive, previously Vice Chair and Global General Counsel at Bank of America, with prior senior roles at Ford Motor Company, the White House Counsel’s Office, and the FAA, and earlier partner tenure at Hogan & Hartson (now Hogan Lovells). He attended 100% of Board and committee meetings in 2024, and currently holds no public company directorships other than FCNCA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Vice Chair | 2021–2022 | Senior executive oversight, regulatory relations |
| Bank of America | Global General Counsel | 2016–2021 | Led global legal function, regulatory and law enforcement liaison |
| Ford Motor Company | Group VP & General Counsel | 2005–2015 | Co-chair of Disclosure Committee, board advisory |
| Executive Office of the President (White House) | Deputy Counsel to the President | 2002–2005 | Government legal advisory |
| Federal Aviation Administration | Chief Counsel | 2001–2002 | Agency chief legal officer |
| Hogan & Hartson (Hogan Lovells) | Partner/Counsel/Associate | 1987–1990; 1993–2001 | Corporate and regulatory practice leadership |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| United States Golf Association (USGA) | Executive Committee Member | Current | Governance role in major sports organization |
| American Law Institute; Association of General Counsel | Member | Current | Professional standards and executive legal network |
| Virginia/DC/Michigan Bars; U.S. Supreme Court & federal courts | Member | Current | Bar admissions and court memberships |
| Fourth Circuit Judicial Conference | Member | Current | Judicial community engagement |
| Talmer Bank (now part of Huntington Bank) | Director (prior) | Prior | Banking industry board experience |
| Current public company directorships | None | — | FCNCA proxy lists no other current public boards |
Board Governance
- Independence: Determined independent under Nasdaq rules; serves on Audit and CNG Committees .
- Committee assignments (2025 slate): Audit; CNG; not a committee chair; Audit Committee chaired by H. Lee Durham; CNG chaired by Lead Independent Director Robert T. Newcomb .
- Attendance: 100% Board and committee attendance in 2024; Board met 14 times; Audit 12; CNG 10 (committee meeting counts firm-wide) .
- Lead Independent Director: Robert T. Newcomb; independent directors meet regularly in executive sessions .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual director cash retainer | $270,000 | $270,000 | No meeting fees; cash-only director pay |
| Audit Committee Chair retainer | $40,000 | $40,000 | Paid to Audit Chair (not Leitch) |
| Risk Committee Chair retainer | $40,000 | $40,000 | Not applicable to Leitch |
| CNG Committee Chair retainer | $40,000 | $40,000 | Paid to CNG Chair (Newcomb) |
| Trust Committee Chair retainer | $7,500 | $7,500 | Not applicable to Leitch |
| Audit Committee Financial Expert retainer | $27,500 | $27,500 | Paid to designated expert (Durham) |
| Lead Independent Director retainer | $45,000 | $45,000 | Paid to Newcomb |
| Working group retainers | $2,000–$3,000/month | $2,000–$3,000/month | For appointed project groups |
| Director | 2024 Fees Earned (Cash) |
|---|---|
| David G. Leitch | $375,328 (includes pro rata from appointment on Jan 1, 2024 to 2024 AGM plus the 1-year term post-AGM) |
- FCNCA pays directors in cash only; no equity awards or options to directors; 2025 fee schedule unchanged from 2024, reflecting advice from Pay Governance on boardroom pay practices and peer benchmarks .
Performance Compensation
| Program | Performance Metrics | 2024 Outcome |
|---|---|---|
| Director equity/options | None (no equity grants to directors) | Not applicable |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Overlap/Conflict |
|---|---|---|
| None (current public company boards) | — | No current interlocks disclosed |
| Prior: Talmer Bank (now Huntington) | Former director | Historical banking board role; no FCNCA-related transactions disclosed |
Expertise & Qualifications
- Deep regulatory and governance experience from roles as Global General Counsel (BoA), Ford GC, FAA Chief Counsel, and Deputy Counsel to the U.S. President .
- Extensive disclosure and board advisory experience (e.g., co-chair of Ford’s Disclosure Committee) .
- Active professional memberships (ALI, bar admissions, judicial conference) and USGA Executive Committee service demonstrate broad governance engagement .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|---|
| David G. Leitch | Class A Common | 100 | <0.01% | No pledges indicated; only grandfathered pledges exist for Holding family directors |
- Hedging/pledging policies: Directors and executives are prohibited from hedging and generally prohibited from pledging company stock; Audit Committee reviews any exceptions (none since adoption) .
- Stock ownership expectations: Directors are encouraged (not required) to hold a significant amount of FCNCA stock relative to their means .
Governance Assessment
-
Positives:
- Independent director on two key committees (Audit and CNG), with full attendance in 2024, supporting board oversight of financial reporting, related-party reviews, and compensation governance .
- Cash-only director pay, with no equity grants, reduces potential equity-linked conflicts; committee independence is robust (Audit and CNG are 100% independent) .
- No related-party transactions disclosed involving Leitch; independence reaffirmed annually by CNG and Board .
-
Watch items:
- Minimal personal share ownership (100 Class A shares, <0.01% of class); board policy encourages meaningful ownership but imposes no formal multiple-of-retainer guideline .
- Director compensation structure is entirely cash; alignment with long-term shareholder value therefore rests primarily on personal ownership and governance engagement rather than equity-based incentives .
-
Investor confidence backdrop:
- 2024 say‑on‑pay approval exceeded 98%, indicating broad shareholder support for FCNCA’s executive pay framework; while focused on executives, this reflects investor sentiment toward overall governance and compensation oversight (CNG includes Leitch) .