Dr. Eugene Flood, Jr.
Director at FCNCA
Board
About Dr. Eugene Flood, Jr.
Independent director since 2023; age 69. Managing Partner at A Cappella Partners (since 2013) after senior roles across asset management and finance, including President & CEO of Smith Breeden Associates (2000–2010), Executive Vice President at TIAA-CREF (2011–2012), senior roles at Morgan Stanley (1987–1999), and Assistant Professor of Finance at Stanford Graduate School of Business (1982–1987). Recognized for extensive risk management, investment, and governance experience and named to Savoy magazine’s 2024 list of Most Influential Corporate Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A Cappella Partners | Managing Partner | 2013–present | Family office leadership focused on board activity and philanthropy |
| Smith Breeden Associates | President & CEO | 2000–2010 | Led asset management firm; trading, risk, portfolio oversight |
| TIAA-CREF / CREF | Executive Vice President; Trustee & Investment Committee Chair | EVP 2011–2012; Trustee 2003–2010 | Investment governance and committee leadership |
| Morgan Stanley | Various senior roles | 1987–1999 | Investment banking/financial services experience |
| Stanford GSB | Assistant Professor of Finance | 1982–1987 | Academic finance expertise |
| Next Sector Capital | Managing Partner | 2015–2022 | Investment management leadership |
| Flood Mason Holdings | Managing Partner | 2023–present | Consulting and investment platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus Henderson Group plc (Public) | Director; Chair of Risk Committee; Member, Human Capital & Compensation Committee | Since 2017 | Risk oversight chair; compensation committee member |
| Grubb Properties (Private) | Director | Since 2022 | Board governance in real estate investment management |
| C Street Advisory Group | Advisory Board Member | Since 2021 | Strategic advisory |
| UNC Institute for Global Health & Infectious Diseases | Advisory Board Chair | Current | Academic advisory leadership |
| Research Corporation for Science Advancement | Trustee | Current | Science funding governance |
| Boston Children’s Hospital | Investment Committee Member | Current | Institutional investment oversight |
| Milken Center for Advancing the American Dream | Advisory Council Member | Current | Advisory engagement |
Board Governance
- Independence: Identified as independent by the board (Nasdaq criteria) .
- Committees: Member, Risk Committee; Member, Trust Committee of FCB’s Board .
- Risk expertise designation: Board determined that Dr. Flood (along with others) has large financial firm risk experience satisfying Federal Reserve rules for Risk Committee composition .
- Attendance: 2024 Board and committee aggregate attendance 81%, above the company’s 75% threshold; Board met 14 times, Risk Committee 18, Trust Committee 5 in 2024 .
- Lead Independent Director: Board maintains LID (Robert T. Newcomb); independent directors meet regularly in executive sessions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $297,000 | No “All Other Compensation” for Dr. Flood |
| Annual Director Retainer (standard schedule) | $270,000 | Cash-only; no meeting fees in standard schedule |
| Committee Chair Retainers (if applicable) | $40,000 each for Audit/Risk/CNG chairs; $7,500 for Trust chair | Dr. Flood is not a chair |
| Audit Committee Financial Expert Retainer | $27,500 | Not applicable to Dr. Flood |
| Lead Independent Director Retainer | $45,000 | Not applicable |
- Compensation form: Cash only; company has no equity grant program for directors .
Performance Compensation
| Item | 2024 Status | Metrics/Notes |
|---|---|---|
| Equity awards (RSUs/Options/PSUs) | None | Company does not grant equity to directors |
| Performance cash | None disclosed for directors | Director pay is retainer-based |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| Janus Henderson Group plc | Asset Management (Public) | No related-party transaction disclosure involving Dr. Flood at FCNCA; service on Risk and Compensation committees at JHG enhances risk/comp expertise |
| Grubb Properties | Real Estate (Private) | No related-party transaction disclosure involving Dr. Flood |
Expertise & Qualifications
- Investment and risk management: 35+ years across sell-side and buy-side; trading, market-making, PM; frequent risk conferences and publications .
- Corporate governance/financial/audit: Governance roles across organizations with >$200B in assets; deep financial oversight .
- Regulatory and fiduciary experience: TIAA-CREF trustee/committee chair; broad institutional investment stewardship .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 20 shares | <0.01% | No indication of pledged shares; only grandfathered pledges exist for Holding family directors/executives |
| Class B Common | 0 shares | — | — |
| Depositary Shares (Series A Pref) | 0 | — | — |
| Series C Preferred | 0 | — | — |
- Hedging/Pledging: Hedging of FCNCA stock prohibited for directors; pledging generally prohibited (exceptions only for grandfathered arrangements—none involve Dr. Flood) .
- Ownership guidelines: Board encourages “significant” stock ownership in light of means; no numeric multiple disclosed .
Governance Assessment
-
Positives
- Independent and experienced risk overseer on a heavily regulated bank board; designated as satisfying Fed risk expertise criteria for the Risk Committee .
- Dual committee service (Risk and Trust) provides direct oversight of enterprise risk and fiduciary operations, aligning with FCNCA’s risk framework .
- No related-party transactions disclosed involving Dr. Flood, reducing conflict risk .
- Strong external governance credentials (Risk Chair at Janus Henderson) reinforcing board effectiveness at FCNCA .
-
Concerns / RED FLAGS
- Attendance: 81% aggregate attendance in 2024, above minimum but notably below peers with higher attendance (company notes multiple directors at 100%)—monitor for improvement .
- Ownership alignment: Very small personal stake (20 Class A shares, <0.01%); director pay is cash-only with no equity grants, limiting direct “skin-in-the-game” alignment .
- No chair roles at FCNCA committees (Risk/Trust), tempering direct agenda-setting influence relative to chairs .
-
Policies mitigating risks
- Strict hedging prohibition and pledging controls (no exceptions involving Dr. Flood), reducing misalignment risks from derivatives or collateralization .
- Regular executive sessions and established Lead Independent Director structure strengthening independent oversight .