Gregory L. Smith
Chief Information and Operations Officer at FCNCA
Executive
About Gregory L. Smith
Gregory L. Smith is Chief Information & Operations Officer (CIOO) at First Citizens BancShares (FCNCA) and First-Citizens Bank & Trust Company, responsible for strategic enablement of technology, operations, cyber and data across the enterprise; he joined in January 2024 and is age 60 . Prior roles include transformation, large-scale operations and technology leadership at TD Bank Financial Group, National Australia Bank, and GE; education includes BS in Computer Science and Business Administration (Saint Michael’s College) and an MBA (Clarkson University) . Company-level 2024 performance context: net income $2.78B (vs. $11.47B in 2023 given a 2023 SVB acquisition gain), NII up 6% to $7.14B, loans +5% to $140.2B, deposits +6% to $155.2B, CET1 12.99% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD Bank Financial Group (Toronto) | Head of Transformation & Corporate Operations | 2019–2023 | Led end-to-end transformational change; managed corporate projects and technology platforms |
| TD Bank Financial Group (Toronto) | Head of North American Contact Centers & ATM Channels; Head of North American Customer Operations | 2019–2023 | Scaled customer operations and channel capabilities |
| TD Bank, NA (U.S.) | Head of Shared Services; various leadership positions | 2010–2019 | Built shared services capabilities supporting scale operations |
| National Australia Bank (Melbourne) | Leadership roles | 2006–2010 | Operations and technology leadership in global bank environment |
| General Electric | Leadership roles | 1990–2006 | Process discipline and operating rigor background |
External Roles
- None disclosed (no current public company directorships or committee roles reported for Smith) .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Base Salary | $600,000 | Ongoing | As CIOO |
| Signing Bonus | $100,000 | At hire | Subject to pro rata repayment if employment terminates before Jan 8, 2026 (except layoff/position elimination/death/disability) |
| Long-term Cash Payments | $100,000 each | First scheduled pay date after Jan 8, 2025, 2026, 2027 | Contingent on active employment on each payment date |
| Relocation Allowance | $50,000 + closing/moving/temp housing | Must relocate to Raleigh area by Jan 8, 2025 | Relocation allowance subject to pro rata repayment if employment terminates before Jan 8, 2026 (except layoff/position elimination/death/disability) |
Performance Compensation
| Incentive Type | Metric | Target/Payout Structure | Vesting/Payment | Comments |
|---|---|---|---|---|
| Annual Performance Bonuses (2024, 2025) | Pre-established project and/or strategic objectives | Up to $1.8M for each of 2024 and 2025 performance years | Payable in Q1 2025 and Q1 2026; contingent on active employment on payment date | Objectives are project/strategy-aligned; amounts are caps (actual payout depends on achievement) |
| LTIP (2024–2026) | TBV+D Growth Rate over 3-year period | Recommended LTIP target = 300% of base salary ($1.8M target), subject to CNG approval | Cash award at end of performance period (3-year) | TBV+D goals: Threshold 12% (50% of target), Target 30% (100%), Stretch 48% (150%) |
| LTIP Performance Goal Definition | Growth in tangible book value per share plus cumulative dividends (TBV+D) | Award multipliers at 50%/100%/150% for Threshold/Target/Stretch | Committee may adjust for M&A effects, buybacks, intangible assets | Adjustments applied historically to remove CIT/SVB acquisition effects in TBV calculations |
Equity Ownership & Alignment
- Hedging policy: directors and executive officers are prohibited from hedging any FCNCA shares (e.g., collars, swaps, forwards) .
- Pledging policy: generally prohibits pledging shares; only grandfathered pledges exist for certain Holding family executives; Audit Committee has not approved any exceptions since adoption .
- Stock ownership guidelines: no executive officer stock ownership requirements since performance-based compensation is paid in cash (no equity grants to current NEOs) .
- Beneficial ownership: Smith is listed as an executive officer but not individually in the beneficial ownership table; no separate holdings disclosed there for him (table names directors and certain executive officers) .
Employment Terms
- Appointment effective January 2024; serves at the pleasure of the Boards (at-will until successor appointed or earlier termination) .
- Compensation terms include base salary, signing bonus, staged long-term cash payments, relocation benefits, and performance bonuses contingent on employment status at payment dates; repayment provisions apply to signing and relocation allowances if departure before Jan 8, 2026 (except specified circumstances) .
- Eligible to participate in LTIP (2024–2026), with recommended target 300% of base salary, subject to CNG approval; LTIP terms include non-solicitation (during employment + 1 year after termination) and perpetual nondisclosure obligations; clawbacks apply per company policy .
- Clawback policies: Nasdaq Recovery Policy (restatement-based recovery), Incentive Compensation Policy (material metric inaccuracies; significant Code of Ethics violations with financial or reputational impact) apply to executive incentive compensation .
- No change-of-control, severance, or equity awards are provided to current NEOs; Smith’s 8-K does not disclose change-of-control or severance rights beyond repayment terms, and his incentive structure is cash-based .
Investment Implications
- Pay-for-performance alignment: Significant upside tied to delivery of project and strategic objectives (annual bonuses) and 3-year TBV+D growth (LTIP), with explicit clawback protections; this supports execution focus and long-term value creation .
- Retention risk/pressure: Staged long-term cash ($100k annually 2025–2027) and relocation repayment provisions through Jan 8, 2026 encourage tenure; annual performance bonuses are contingent on active employment at payout .
- Insider selling pressure: Cash-centric incentives and prohibition on hedging/pledging reduce near-term equity sale overhang; no equity ownership requirements lessen forced accumulation risk; no pledging exceptions approved since policy adoption .
- Governance quality: Company say-on-pay support was >98% at 2024 annual meeting, reflecting shareholder endorsement of compensation program structure .