Jeffery L. Ward
Chief Strategy Officer at FCNCA
Executive
About Jeffery L. Ward
Jeffery L. Ward, age 64, is First Citizens BancShares’ (FCNCA) Chief Strategy Officer, a role he has held since October 2014; he has been employed by the bank since 1992 . During Ward’s tenure, FCNCA completed the CIT merger (effective January 3, 2022) and the SVB acquisition (effective March 27, 2023), materially expanding scale, geography, and product breadth . Company performance in 2024 included net income of $2.78B (vs. $11.47B in 2023 driven by the nonrecurring $9.81B SVB acquisition gain), NII of $7.14B (+6% YoY), and broad-based loan and deposit growth; CET1 stood at 12.99% and the company repurchased 814,641 Class A shares for $1.66B in H2’24 . Over 2020–2024, FCNCA’s TSR (value of an initial $100 investment) rose to $400, outpacing the KBW Nasdaq Bank Total Return Index peer group ($133) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First-Citizens Bank & Trust Company | Regional Executive Vice President | 2004–2014 | Not disclosed in filings |
Fixed Compensation
| Component | 2020 | 2021 |
|---|---|---|
| Base Salary ($) | $510,000 | $525,000 (base salary rate approved for 2021) |
| 401(k) Match/Profit Share ($) | $25,650 (Match $17,100; Profit-sharing $8,550 under enhanced plan) | — |
Performance Compensation
Long-Term Incentive Plan (cash-based):
- Metric: TBV+D Growth Rate (tangible book value per share growth plus cumulative dividends); for 2020 grants (Performance Period 2020–2022), threshold/target/stretch goals were 12%, 24%, 36% with payouts at 50%, 100%, and 125% of Target Amount, respectively .
- Award scale (2020 grant to Ward): Target Amount = 170% of base salary; future payout opportunities shown below .
| LTIP 2020–2022 Award (Granted 01/27/2020) | Threshold ($) | Target ($) | Stretch ($) |
|---|---|---|---|
| Estimated Future Payouts | $433,500 | $867,000 | $1,083,750 |
Actual payout history:
- 2018–2020 Performance Period: TBV+D Growth Rate (as adjusted per plan) exceeded Stretch; LTIP paid at 125% of Target Amounts in Feb 2021 to plan participants, including NEOs . Ward’s 2020 “Non-Equity Incentive Plan Compensation” totaled $946,875 (reflecting LTIP) .
Policies:
- No stock-based compensation for executive officers; performance-based pay primarily via LTIP and, for NEOs in 2024, MPP cash awards tied to merger synergies and integration (Ward not a 2024 NEO) .
Equity Ownership & Alignment
| Security | Shares | % of Class | As-of |
|---|---|---|---|
| Class A Common | 200 | * (less than 0.01%) | 2021 |
| Depositary Shares (1/40th of 5.375% Series A Preferred) | 4,000 | 0.03% | 2021 |
Alignment policies:
- No executive stock ownership requirements because incentives are cash-based .
- Hedging and pledging prohibited for executives (grandfathered pledges or Audit Committee-approved exceptions only) .
Insider selling pressure:
- Absent equity awards (no RSUs/options), there are no equity vesting-related sale pressures for Ward; incentive realizations occur via cash LTIP payments .
Related persons:
- FCNCA disclosed employment of Ward’s immediate family: brother (Joseph L. Ward) compensation $263,285 (2024) and daughter (Caroline E. Ward) compensation $160,062 (2024) .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | At-will; no employment or change-in-control agreements for current NEOs/executives |
| Separation from Service Agreement | Monthly payment $8,613 for 10 years following separation at agreed-upon age; present value $771,412 (as of 12/31/2020) |
| Non-compete/consulting | Non-compete and consulting obligations during payment period under the separation agreement |
| Deferred compensation | Nonqualified deferred comp plan established in 2021 permitting deferral of salary and LTIP; above-market interest disclosure applicable to Nix/Bristow; Ward’s above-market interest not disclosed |
| Clawbacks | Incentive Compensation Policy allows clawback for restatements, materially inaccurate metrics/calculations, or significant Code of Ethics violations |
| Hedging/Pledging | Prohibited for executives; exceptions subject to Audit Committee approval |
Performance Compensation Detail
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| TBV+D Growth (2018–2020 LTIP) | n/a | Stretch ≥36% | Exceeded Stretch | $946,875 (2020 Non-Equity Incentive) | Paid Feb 2021 at 125% of Target |
Investment Implications
- Cash-only incentive architecture minimizes forced insider selling tied to equity vesting; LTIP awards paid based on TBV+D over multi-year periods, emphasizing long-term balance-sheet value creation and capital discipline .
- Ward’s personal equity stake is small (200 Class A shares and 4,000 Depositary Shares), and executives lack stock ownership requirements—this tempers “skin-in-the-game” alignment but is offset by strict hedging/pledging prohibitions and robust clawback policies .
- Retention economics primarily via legacy separation-from-service agreement ($8,613/month for 10 years), creating deferred compensation value and non-compete obligations at exit; absence of change-in-control agreements reduces “golden parachute” risk but may limit retention in a transaction scenario .
- Strategy execution under Ward coincided with transformative CIT/SVB transactions and strong 2024 balance-sheet growth, though 2023 net income was inflated by a one-time SVB gain; the LTIP’s TBV+D construct appropriately adjusts for such items when determining payouts, reducing windfall risk .
- Related-party employment involving Ward’s family members warrants ongoing governance monitoring but is disclosed with specifics and subject to Audit Committee oversight/compliance policies .