Diane Morais

About Diane Morais

Diane (“Di”) Morais, 60, was appointed as an independent director of First Citizens BancShares (FCNCA) effective July 1, 2025, for a term through the 2026 Annual Meeting. She brings 30+ years of financial services leadership, most recently serving as Ally Bank’s President of Consumer and Commercial Banking (2017–2024); she holds a bachelor’s degree from Pennsylvania State University. The Board determined she meets Nasdaq’s independence standards and disclosed no related-party transactions under Regulation S‑K Item 404(a) at the time of appointment .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ally Bank	President, Consumer & Commercial Banking	2017–2024	Led growth, profitability, and digital evolution across deposits, online brokerage/advisory, mortgage, POS lending, credit card, corporate-finance; oversaw customer care channels and CRA program
Ally (prior roles)	Key leadership positions; instrumental in launch of Ally brand	~2009 onward	Helped create and launch Ally brand in 2009
Bank of America	Senior roles: deposit/debit products; national customer experience; card services marketing; consumer mortgage vendor management	12 years	Consumer banking product, customer experience, card/mortgage oversight experience
Citibank (credit cards division)	Marketing, risk, finance roles	9 years	Credit card risk and finance expertise

External Roles

Organization	Role	Tenure	Notes
YMCA of Greater Charlotte	Director	Current	Community leadership
Junior Achievement of Central Carolinas	Director	Current	Community leadership
Charlotte Center City Partners	Director	Current	Community leadership
Awards & Recognition	—	Various	American Banker “25 Most Powerful Women in Banking” (9 consecutive years through 2023); 2024 Charlotte Business Journal Lifetime Achievement; 2022 Queens University Charlotte Businesswoman of the Year; 2018 CBJ Women in Business top 25

Board Governance

Committee assignments: Risk Committee and Technology Committee (joint committees of BancShares and First Citizens Bank) .
Independence: Board determined Ms. Morais is independent under Nasdaq listing rules .
Attendance and engagement: 2024 attendance metrics are disclosed for incumbent nominees; Ms. Morais joined in 2025, so no 2024 attendance data applies to her. For context, 2024 attendance rates for nominees ranged from 81% to 100% depending on director .
Risk oversight context: The Risk Committee is chaired by an independent director, includes designated risk management expertise, and oversees the enterprise Risk Management Framework and Risk Appetite Framework, reviewing capital, credit, market, liquidity, operational (incl. IT/cyber), compliance, legal, strategic, asset, reputational risks .
Governance processes: The CNG Committee annually assesses director independence, manages board/committee composition and rotation, and oversees director orientation, continuing education, and governance guidelines .
Lead Independent Director role: Robert T. Newcomb serves as Chairman of the CNG Committee and Lead Independent Director; the CNG Committee met 10 times in 2024 .

Fixed Compensation

Component	Amount	Notes
Annual retainer (each director)	$270,000	Applies to 2024 and unchanged for 2025; compensation to directors is in cash only
Committee chair retainer – CNG	$40,000	Annual chair retainer
Committee chair retainer – Risk	$40,000	Annual chair retainer
Committee chair retainer – Audit	$40,000	Annual chair retainer
Trust Committee chair (FCB)	$7,500	Annual chair retainer
Audit Committee Financial Expert	$27,500	Annual retainer
Lead Independent Director	$45,000	Annual retainer
Working group monthly retainers	$3,000 chair; $2,500 vice-chair; $2,000 participant	If appointed to director working groups for special projects; paid monthly
Meeting fees	None	Fee schedules do not include per-meeting fees; additional compensation only if substantial increase in meeting frequency or special committee

Appointment compensation: Ms. Morais will receive prorated compensation consistent with other non-associate directors .

Performance Compensation

Element	Status	Details
Equity awards to directors (options/stock/RSUs/PSUs)	None	“We have no plans under which stock options or grants or other equity awards are made to directors.” Director compensation is paid in cash

Other Directorships & Interlocks

Public company boards: Not disclosed in appointment 8‑K .
Non-profit boards: YMCA of Greater Charlotte; Junior Achievement of Central Carolinas; Charlotte Center City Partners .
Interlocks/conflicts: No arrangements/understandings for selection; no transactions requiring Item 404(a) disclosure at appointment .

Expertise & Qualifications

Core credentials: Consumer/commercial banking P&L leadership; digital banking transformation; deposits; brokerage/advisory; mortgage; POS lending; credit card; corporate finance; customer care; CRA oversight .
Education: Bachelor’s degree, Pennsylvania State University .
Recognitions: Multiple industry awards indicating sector leadership and influence .
Board-relevant skills: Risk management and technology oversight aligned with committee assignments .

Equity Ownership

Beneficial ownership: Not presented for Ms. Morais in the 2025 proxy (filed March 18, 2025) given her appointment effective July 1, 2025 .
Stock ownership policy: Directors are encouraged to own an amount of stock significant relative to personal financial means; no hedging of common stock; pledging generally prohibited except for grandfathered/approved exceptions by Audit Committee .
Related-party and policy oversight: Audit Committee reviews and approves related person transactions; hedging/pledging policies monitored within governance framework .

Say‑on‑Pay & Shareholder Feedback (Context)

Matter	For	Against	Abstain	Broker Non‑Votes
2025 Say‑on‑Pay	23,704,894	254,500	144,916	2,756,844
Director Elections (selected totals per nominee)	Range: 20,844,480–24,038,308 “For”	Range: 66,002–3,259,830 “Withheld”	—	2,756,844

Historical say‑on‑pay approvals: Over 95% annually, including over 98% in 2024, per proxy summary .

Compensation Structure Analysis

Mix: All‑cash director compensation; no equity grants—reduces alignment via equity but simplifies conflicts (no hedging/pledging exposure tied to grants) .
Governance discipline: Independent compensation consultant (Pay Governance) retained annually; committee reviews market/peer analyses to set director compensation (unchanged for 2025) .
Peer group context: Executive pay benchmarking uses regional banks with assets $70–$560B (Capital One, Citizens, Comerica, Fifth Third, Huntington, KeyCorp, M&T, PNC, Regions, Truist, Webster, Zions); Pay Governance also advises on director compensation practices .

Related‑Party Transactions & Policies

Appointment 8‑K: No related‑party transactions requiring disclosure for Ms. Morais; Board confirmed independence .
Governance policies: Audit Committee reviews/approves related person transactions; hedging/pledging of common stock prohibited (with limited exceptions) .

Governance Assessment

Board effectiveness signal: Appointment adds deep operating and digital banking expertise to Risk and Technology oversight, strengthening enterprise risk management and tech/cyber governance .
Independence and conflicts: Explicit independence determination; no Item 404(a) related‑party transactions at appointment—positive for investor confidence .
Compensation alignment: Cash‑only director pay avoids equity‑linked conflicts; meeting fees generally not paid, with structured working‑group retainers—transparent and market‑benchmarked .
Shareholder sentiment: Strong say‑on‑pay approvals historically and in 2025 indicate support for compensation governance practices .

RED FLAGS

None disclosed specific to Ms. Morais at appointment: no related‑party transactions; hedging/pledging prohibited; independence confirmed .

Notes

Attendance and individual ownership details for Ms. Morais will appear in future proxies following her mid‑year 2025 appointment; current 2025 proxy does not include her in 2024 director tables .