Hope H. Bryant
About Hope H. Bryant
Vice Chairwoman of First Citizens BancShares (BancShares) and First‑Citizens Bank & Trust (FCB) since 2011; employed by FCB since 1986; former President of IronStone Bank (2006–2011) and EVP of FCB (2002–2011) . She is 62, has served on the BancShares Board since 2006, is not independent, and sits on the Executive Committee and FCB’s Trust Committee; she is the sister of CEO Frank B. Holding, Jr., and sister‑in‑law of President Peter M. Bristow, underscoring the family leadership structure . Pay is structured to emphasize long‑term performance via cash‑settled plans tied primarily to growth in tangible book value plus dividends (TBV+D) and merger execution, with robust clawback and hedging/pledging controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Citizens BancShares/FCB | Vice Chairwoman | 2011–present | Senior leadership of franchise; board/executive oversight |
| IronStone Bank (former subsidiary) | President | 2006–2011 | Led subsidiary operations/expansion |
| First Citizens Bank & Trust | Executive Vice President | 2002–2011 | Executive management across functions |
| First Citizens (various roles) | Associate/Leader | Since 1986 | Over 35 years of banking expansion/management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern BancShares (N.C.), Inc. and Southern Bank & Trust | Director | Current | Interbank board network; tie‑ins to credit card/wealth services programs |
| Fidelity BancShares (N.C.), Inc. and The Fidelity Bank | Director | Current | Interbank board network; tie‑ins to wealth services |
| YMCA of the Triangle | Board of Trustees | Current | Community leadership |
| Woodberry Forest School | Board of Trustees; Chair, Finance Committee | Current | Education/governance, finance oversight |
| 2022 U.S. Women’s Open | Ambassador’s Committee | 2022 | Community/brand leadership |
| NC Bankers Association | Past Director | Past | Industry leadership |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $700,000 | $725,000 |
| Year-over-Year Base Pay Change | — | 0.0% | +3.6% |
| Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $13,725 | $14,850 | $15,525 (401k match) |
Notes:
- 2024 salary increases set in January 2024; no further increases for 2025 .
- Directors who are associates (including Bryant) receive no additional director pay .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑Equity Incentive Plan Compensation – Total ($) | $3,994,063 | $4,990,000 | $5,690,000 |
| • LTIP payout included in total ($) | — | — | $4,200,000 |
| • MPP (CIT) payout included in total ($) | — | — | $490,000 |
| • MPP (SVB) payout included in total ($) | — | — | $1,000,000 |
LTIP design and targets:
- Metric: Three‑year TBV+D Growth Rate; Threshold 12% (50% of target), Target 30% (100%), Stretch 48% (150%). Committee may adjust to exclude large M&A effects (e.g., CIT 2022, SVB 2023) so awards reflect underlying performance .
- 2024–2026 award (granted Jan 23, 2024): Target 460% of base; Threshold/Target/Stretch dollar opportunities $1,667,500 / $3,335,000 / $5,002,500, respectively .
- 2025–2027 award: Target 475% of base; Threshold/Target/Stretch $1,721,875 / $3,443,750 / $5,165,625 .
MPP structure and 2024 outcomes:
- Objectives: CIT—optimize cost synergies; SVB—timely integration; both include risk management, individual performance, overall results .
- 2024 awards paid: CIT at Target; SVB at Maximum (reflected in 2024 totals above) .
- 2025 SVB award opportunity amounts: Threshold/Target/Maximum $333,333 / $666,667 / $1,000,000 .
Clawback and risk controls:
- Nasdaq‑compliant recovery policy for accounting restatements; broader incentive policy for material metric errors or significant Code of Ethics violations; LTIP/MPP subject to clawbacks .
- Incentive Compensation Risk Management Program with ongoing risk‑balancing; joint CNG/Risk oversight .
Equity Ownership & Alignment
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 380,651 shares | 3.04% | Includes shared powers and disclaimers detailed in footnotes |
| Class B Common | 58,741 shares | 5.84% | Footnotes detail shared/sole powers |
| Depositary Shares (Series A pref 1/40th) | 47,500 | 0.34% | Footnotes detail holdings via entities/foundations |
| Percentage of Total Votes | — | 4.62% | Voting from A and B combined |
Pledging and hedging:
- Grandfathered pledge of 134,362 Class A shares; Audit Committee concluded the family members’ grandfathered pledges (including Bryant’s) are not reasonably likely to pose material risk (low LTV, trading volume, net worth); hedging is prohibited; new pledges are generally prohibited with limited exceptions; equity compensation shares cannot be pledged .
Equity compensation:
- No stock‑based compensation for current NEOs; compensation is cash‑based (LTIP/MPP) .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment status | At‑will; no employment or change‑in‑control agreements for current NEOs |
| Separation from Service Agreement | Vests at age 65 (or earlier agreed age); 10‑year stream of payments begins 6 months + 1 week after separation; requires consulting services and non‑compete during payment period; monthly amount for Bryant: $12,875; present value at 12/31/2024: $987,233 |
| Pension plan | Participant in qualified defined benefit plan; early retirement eligibility as of 12/31/2024; present value at 12/31/2024: $1,867,566 |
| Nonqualified deferred comp | Eligible under FCB 2021 Plan (defers up to 80% of salary and LTIP); credited $144,808 in 2024 per SCT reporting; deemed investment options, no company contributions |
| LTIP vesting contingencies | Three‑year performance periods; pro‑rata settlements possible for death, retirement, disability, or certain terminations at Committee discretion |
| Non‑solicit/NDAs | LTIP awards require non‑solicitation (employment period + 1 year) and ongoing nondisclosure; separation agreements include non‑compete during payout period |
Board Governance (Director Service)
- Board service: Director since 2006; 2024 attendance 88%; committees: Executive; Trust Committee (FCB); not independent; no other public company boards .
- Dual‑role implications: As Vice Chairwoman and non‑independent director from the controlling family, independence concerns are mitigated by a majority‑independent board, independent CNG/Audit committees, a Lead Independent Director (Robert T. Newcomb), and adherence to Nasdaq governance for non‑controlled companies .
- Director compensation: Outside directors are paid cash retainers (e.g., $270,000 annual retainer; additional retainers for committee chairs, Lead Independent Director, working groups); Bryant, as an associate, receives no additional director fees .
- Compensation committee/consultant: CNG members include Newcomb, Bell, Durham, Leitch, Mason; Pay Governance is independent consultant; no conflicts identified .
- Say‑on‑pay: Approved each year since 2011 with over 95% support; over 98% support in 2024—indicative of strong shareholder alignment .
Related Party Transactions (Governance Risk)
- As a director at Southern and Fidelity (and a principal stockholder family member), transactions with those banks are covered by the Corporate Compliance Policy; 2024 fees billed by FCB for Wealth Services: Fidelity $236,082; Southern $478,060; FCB paid Southern $223,955 program fee for a white‑label customer credit card program; all on non‑preferential terms .
Compensation Peer Group and Pay Positioning
- Peer group used for 2024: Capital One, Citizens, Comerica, Fifth Third, Huntington, KeyCorp, M&T, PNC, Regions, Truist, Webster, Zions; targeting around 50th percentile, with adjustments for role scope, performance, and retention .
- Program evolution emphasizes higher performance‑based components (LTIP/MPP) over time .
Performance Compensation Design Details (for analysts)
| Plan | Metric(s) | Targeting/Weighting | Target | Actual (most recent) | Payout Mechanics | Notes |
|---|---|---|---|---|---|---|
| LTIP (2024–2026 grant) | TBV+D Growth Rate over 3 yrs | Single corporate metric | 30% TBV+D (100% of target) | Not disclosed (award still in period) | 50%/100%/150% at 12%/30%/48% respectively; Committee can adjust for M&A impacts | 2024 award target 460% of base; opps: $1.668m/$3.335m/$5.003m |
| LTIP (2022–2024 payout in 2025) | TBV+D Growth Rate | Single corporate metric | 30% TBV+D (100% of target) | Amount paid to Bryant for LTIP in 2024: $4.200m | Same 50%/100%/150% schedule; M&A adjustments applied for CIT/SVB | Payout reflected in 2024 SCT |
| MPP (2024) | CIT synergies; SVB integration; risk/individual/company | Committee‑set | Target (CIT); Max (SVB) | CIT $490k; SVB $1.0m (both paid in 2025 for 2024) | Lump‑sum cash; up to $5m/yr cap; subject to clawback | Drives merger execution where LTIP excludes M&A boosts |
| MPP (2025 SVB) | SVB integration; risk/individual/company | Committee‑set | $666,667 | N/A | Threshold $333,333; Max $1,000,000 | Subject to continued achievement and employment |
Investment Implications
- Alignment and performance sensitivity: Bryant’s pay mix is highly performance‑based and cash‑settled (TBV+D and M&A execution), with explicit clawbacks and risk‑balancing; 2024 non‑equity incentives were 88.6% of total comp ($5.69m of $6.55m), signaling strong pay‑for‑performance emphasis .
- Retention risk: Significant uncompleted LTIP cycles (2024–2026, 2025–2027) and MPP opportunities create near‑term retention incentives; long‑standing separation agreement adds a 10‑year post‑separation income stream ($12,875/month), conditioned on consulting and non‑compete—lowering departure risk but keeping post‑exit restrictions in place .
- Trading signals and overhang: Grandfathered pledge of 134,362 Class A shares is a monitoring item for potential forced‑sale risk; the Audit Committee deems the risk remote (low LTV, liquidity), and hedging is prohibited—mitigating adverse alignment concerns .
- Governance/resolution risk: Family leadership and related‑party ties are offset by majority‑independent board, independent key committees, and consistently strong say‑on‑pay support (>98% in 2024), suggesting low near‑term shareholder revolt risk even amid elevated scrutiny on inter‑affiliate dealings .
- Pay benchmarking and inflation risk: Targeting ~50th percentile of larger regional peers with a TBV‑centric LTIP could restrain pay inflation while preserving competitiveness; Committee retains discretion to adjust TBV calculations for strategic actions—important for modeling payout sensitivities through integration cycles .