Lorie K. Rupp
About Lorie K. Rupp
Chief Risk Officer of First Citizens BancShares (FCNCA) since March 1, 2017; previously Chief Accounting Officer (2013–2017). Age 60; employed by FCB since 2013. Prior roles: Consulting Director at KPMG (2011–2013), SVP Accounting & Finance at Regions Financial (2008–2009), and SVP Finance at Bank of America (1990–2008) . Company performance context during her tenure: 2024 net income $2.78B; five-year Company TSR value of a fixed $100 investment rose to $400 vs peer group $133; 2023 net income benefited from SVB Acquisition; 2022 net income $1.10B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Citizens BancShares | Chief Accounting Officer | 2013–2017 | Led accounting and reporting during growth phase pre- and post-CIT integration |
| KPMG LLP | Consulting Director | 2011–2013 | Advisory and controls experience aligned with enterprise risk |
| Regions Financial | SVP Accounting & Finance | 2008–2009 | Bank finance leadership – strengthens regulatory and reporting rigor |
| Bank of America | SVP Finance | 1990–2008 | Large-bank finance and risk discipline across cycles |
External Roles
None disclosed (no current public company directorships). Executive biography lists only prior employment roles .
Fixed Compensation
| Metric ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary | 550,000 | 550,000 | 550,000 | 575,000 |
| All Other Compensation | 26,100 | 27,450 | 29,700 | 31,050 |
| Total Compensation | 2,466,660 | 2,671,950 | 3,433,450 | 3,803,550 |
Base salary rates set by the CNG Committee: Rupp’s rate rose 10% in 2021 (from $500,000 to $550,000), and 4.5% in 2024 to $575,000; no change for 2025 . All other compensation includes 401(k) matching and profit-sharing; in 2024, matching $20,700 and profit-sharing $10,350, totaling $31,050 .
Performance Compensation
| Program | Metric | Weighting | Targets | Actual/Payout | Vesting/Payment timing |
|---|---|---|---|---|---|
| LTIP (cash) | TBV+D Growth Rate over 3 years | 100% | Threshold 12%, Target 30%, Stretch 48% (Award % of Target: 50%, 100%, 150%) | 2022–2024 awards paid at maximum (150% of Target) in Feb 2025; Rupp received $2,062,500 LTIP in 2024 comp set (reflects 2022–2024 and overlapping cycles) | Three-year performance period; payments after period ends (paid Feb 2025 for 2022–2024; Jan 2024 for 2021–2023) |
| MPP (cash) – CIT | Integration savings/synergies, risk mgmt, individual and company results | n/a | Single Target level in 2024 | Paid at Target in Feb 2025; Rupp received $385,000 for 2024 | Annual award; paid after year-end performance assessment |
| MPP (cash) – SVB | Timely integration, risk mgmt, individual and company results | Tiered | Threshold/Target/Maximum in 2023–2025 | Paid at Maximum for 2023 and 2024; Rupp received $750,000 for 2024 | Annual award; paid after year-end performance assessment |
LTIP award scope for Rupp (Target % of base and resulting payout ranges):
| Performance Period | Target Level % of Base | Threshold ($) | Target ($) | Stretch/Max ($) |
|---|---|---|---|---|
| 2023–2025 | 250% | 687,500 | 1,375,000 | 2,062,500 |
| 2024–2026 | 250% | 718,750 | 1,437,500 | 2,156,250 |
| 2025–2027 | 250% | 718,750 | 1,437,500 | 2,156,250 |
2025 MPP (SVB) opportunity levels:
| Award (2025) | Threshold | Target | Maximum |
|---|---|---|---|
| SVB MPP – Rupp | 250,000 | 500,000 | 750,000 |
Clawbacks and risk controls apply to LTIP and MPP (Nasdaq Recovery Policy on restatements; Incentive Compensation Policy for material inaccuracies and significant Code of Ethics violations) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares of Class A; 0 Class B; 0 Depositary Shares; 0 Series C Preferred |
| Ownership % of shares outstanding | 0% |
| Hedging/pledging | Executives prohibited from hedging/pledging; only grandfathered pledges exist for specified Holding family members; none for Rupp |
| Stock ownership guidelines | Company does not impose stock ownership requirements for executive officers; compensation is entirely cash-based for executives |
Employment Terms
- Employment/role: Appointed Chief Risk Officer effective March 1, 2017; serves at the pleasure of the Boards .
- Contracts/severance/change-of-control: No employment or change-in-control agreements; Rupp does not have a nonqualified separation-from-service agreement (others do) .
- Non-compete/retention terms via awards: LTIP award agreements include non-solicitation (employment term plus one year post-termination) and nondisclosure obligations (during and after employment) .
- Deferred compensation: Eligible for the FCB 2021 nonqualified plan but has not elected to defer; no account balance .
- Pension: Not a participant in pension plans; participates in the FCB 401(k) plan with matching and profit-sharing contributions (2024 matching $20,700; profit-sharing $10,350) .
Performance & Track Record (Company context under Rupp’s risk leadership)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 108 | 157 | 144 | 268 | 400 |
| Peer Group TSR (value of $100) | 90 | 124 | 98 | 97 | 133 |
| Net Income ($mm) | 492 | 547 | 1,098 | 11,466 (SVB gain) | 2,778 |
Risk governance: The Risk Committee oversees the enterprise-wide risk framework; the CRO leads EROC and reports quarterly to the Boards’ Risk Committee .
Compensation Structure Analysis
- Shift toward at-risk pay: Rupp’s compensation is predominantly performance-based cash via LTIP (three-year TBV+D) and annual MPP (CIT/SVB integration); no equity grants; no discretionary bonuses in 2024 .
- LTIP stretch increased to 150% since 2022; Committee excludes merger gains in TBV when evaluating awards to preserve incentives quality .
- Risk controls strengthened: Enhanced Incentive Compensation Risk Management Program and formal clawback policies implemented; executive pre-clearance trading policy in place .
- Say-on-pay support: Shareholders approved 2024 say-on-pay with over 98% support, indicating broad alignment of program design .
Investment Implications
- Alignment and selling pressure: With zero share ownership, prohibitions on hedging/pledging, and exclusively cash-based incentives, insider selling pressure from Rupp is negligible; alignment is achieved through multi-year LTIP keyed to tangible book value growth and annual integration objectives (SVB), not through equity ownership .
- Retention risk: Moderate; no employment/severance agreements, but overlapping LTIP cycles, annual MPP opportunities, and award non-solicitation/nondisclosure covenants create economic and contractual retention effects .
- Pay-for-performance signal: Maximum LTIP and MPP payouts tied to 2022–2024 TBV+D and 2024 SVB integration underscore strong execution on financial and integration objectives; continued focus on TBV+D and integration outcomes should sustain performance linkage .
- Governance and risk: CRO role sits within a robust Board risk oversight framework (Risk Committee, EROC), with enhanced compensation risk management and clawbacks—reducing adverse incentive risk and supporting sustainable performance .