Ellen R. Alemany
Director at FCNCA
Board
About Ellen R. Alemany
Ellen R. Alemany (age 69) is a non‑independent director of First Citizens BancShares (FCNCA), serving since 2022. She sits on the Risk Committee and was previously FCNCA’s Vice Chairwoman (2022) and Special Advisor to the CEO (2023) following FCNCA’s acquisition of CIT, where she served as Chairwoman and CEO (2016–2022) . Her 2024 aggregate board and committee attendance was 94% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT Group Inc. | Chairwoman & CEO; Director | CEO 2016–2022; Director 2014–2022 | Led merger integration into FCNCA; board governance experience |
| RBS Americas | Head of U.S. management structure | 2007–2013 | Oversight of U.S. operations for Royal Bank of Scotland |
| RBS Citizens Financial Group | CEO & Chairwoman | 2008–2013 | Led large U.S. bank operations |
| Citigroup | CEO, Global Transaction Services; EVP, Commercial Business Group; President & CEO, CitiCapital | 2001–2007 | Global financial management and regulatory experience |
| First Citizens BancShares/FCB | Vice Chairwoman (executive); Special Advisor to CEO (employee) | 2022; 2023 | Post-merger transition/integration responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dun & Bradstreet Holdings, Inc. | Director | Since 2021 | Current public company board seat |
| Fidelity National Information Services, Inc. (FIS) | Director | 2014–2024 | Prior public company board seat |
| Center for Discovery | Vice Chairwoman | — | Non‑profit leadership |
| The Conference Board | Board of Trustees member | — | Non‑profit governance |
| Federal Reserve | Federal Advisory Council member (prior service) | — | Regulatory perspective |
Board Governance
- Independence and committee roles: Alemany is designated “Independent Director: No” and serves on the Risk Committee; the Risk Committee is chaired by an independent director and includes at least one member with large‑bank risk expertise; the Board has determined Alemany meets the FRB risk expertise standard .
- Attendance: 94% aggregate board/committee attendance in 2024; Board met 14 times; Risk Committee met 18 times .
- Tenure on FCNCA board: 3 years as of the proxy date .
- Executive sessions and governance discipline: Independent directors meet in regular executive sessions; the Lead Independent Director has defined authorities; Board encourages director stock ownership and prohibits hedging and generally pledging of company stock .
Fixed Compensation
Director fee structure (cash‑only; no equity awards to directors):
| Description | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual retainer (each director) | $270,000 | $270,000 |
| Chair retainer – CNG Committee | $40,000 | $40,000 |
| Chair retainer – Risk Committee | $40,000 | $40,000 |
| Chair retainer – Audit Committee | $40,000 | $40,000 |
| Chair retainer – Trust Committee (FCB) | $7,500 | $7,500 |
| Audit Committee Financial Expert | $27,500 | $27,500 |
| Lead Independent Director | $45,000 | $45,000 |
| Working group retainers (monthly) | Chair $3,000; Vice‑Chair $2,500; Participant $2,000 | Chair $3,000; Vice‑Chair $2,500; Participant $2,000 |
Alemany 2024 director compensation (cash retainer plus role‑based fees):
| Name | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| Ellen R. Alemany | $365,650 | $13,084,896 | $13,450,546 |
Employee compensation components (four days employed in 2024, plus retention payment under prior agreement):
| Component | 2024 Amount |
|---|---|
| Salary | $53,846 |
| Retention Bonus (paid July 2024) | $13,000,000 |
| All Other Compensation (FCB 401(k) match and profit‑sharing) | $31,050 |
| Total Employee Compensation | $13,084,896 |
Contract terms (employment agreement executed concurrent with CIT merger):
- Annual base salary $1,000,000 and, in lieu of LTIP participation, a guaranteed annual bonus of $6,850,000 per 12‑month period; eligible retention bonus of $13,000,000 with service through second anniversary; first‑class business air travel provided for business travel in 2022–2023; employment ended January 4, 2024 .
Performance Compensation
- FCNCA pays directors in cash only; no stock or option grants to directors and no meeting fees; discretionary additional compensation may be recommended if meetings materially increase (e.g., special committees) .
- Alemany’s 2024 compensation was primarily fixed cash retainer plus employee retention bonus; she did not participate in FCNCA’s LTIP and her guaranteed bonus under the prior employment agreement was not performance‑based .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Dun & Bradstreet Holdings, Inc. | Director (current) | No FCNCA related‑party transactions disclosed with D&B . |
| Fidelity National Information Services, Inc. | Director (prior 2014–2024) | Disclosed as prior seat; no FCNCA related‑party transactions with FIS disclosed in proxy . |
| CIT Group Inc. | Chairwoman & CEO; Director (prior) | Roles disclosed in context of CIT merger . |
Expertise & Qualifications
- Risk management expertise, including experience satisfying FRB requirements for large, complex financial firms; Board designated Alemany as having requisite risk experience alongside the Risk Committee Chair and Dr. Flood .
- Over 45 years of banking and financial services leadership, corporate governance experience across public companies and large nonprofits, and prior service on the Federal Reserve’s Federal Advisory Council .
Equity Ownership
Beneficial ownership (record date March 3, 2025):
| Security | Shares | % of Class | % of Total Votes |
|---|---|---|---|
| Class A Common | 17,245 | 0.14% | 0.06% |
| Class B Common | — | — | — |
| Depositary Shares (Series A Preferred) | — | — | — |
| Series C Preferred (non‑voting) | 30,000 | 0.38% | — |
Notes:
- Includes 8,909 Class A shares with shared voting and investment power and 2,570 Class A shares with shared voting power only .
- RSUs originally granted by CIT were converted to FCNCA RSUs at the merger; remaining unvested RSUs vested and were settled in July 2024 .
- Hedging is prohibited for directors; pledging is generally prohibited with no exceptions approved since policy adoption. The prohibition applies to any shares issued upon vesting of converted RSUs held by Alemany .
Governance Assessment
- Independence and role mix: Alemany is a non‑independent director (former executive and recent employee) serving on the Risk Committee; while permissible, her non‑independent status reduces the proportion of independent oversight on a key risk body (Risk Committee remains majority independent; 4 of 5 members are independent) .
- Compensation optics: 2024 total director fees of $365,650 combined with $13.085 million in employee compensation (retention bonus, pro‑rated salary, benefits) may present perceived alignment concerns for investors evaluating board independence and pay governance following a transition year .
- Alignment and ownership: She holds 17,245 Class A shares and 30,000 Series C Preferred; the Board encourages directors to hold a significant amount of stock and prohibits hedging/pledging, supporting alignment and risk controls (no pledging exceptions approved) .
- Engagement: Attendance at 94% of board/committee meetings signals active participation, though not perfect attendance compared to some peers; Board and committee meeting cadence was high (14 board; 18 risk) .
- Related‑party/transactions: Her employment agreement terms (guaranteed bonus, retention bonus) and post‑merger advisory role are disclosed; no additional related‑party transactions with entities tied to her external directorships are disclosed .
RED FLAGS
- Non‑independent director on Risk Committee during post‑merger integration and large‑bank transition period .
- Large retention payment ($13,000,000) in 2024 alongside ongoing board service could be viewed as a potential conflict or optics issue for investor confidence, despite employment ending January 4, 2024 .
Summary Signals for Investors
- Risk oversight competency is strong (FRB risk experience designation), but independence optics warrant monitoring. The company’s policies on hedging/pledging and disclosure of prior employment terms and equity award conversions are robust, and Alemany’s attendance reflects engagement. Continued clarity on director independence determinations and avoidance of related‑party transactions will be important to maintain investor confidence .