Matthew G.T. Martin
About Matthew G.T. Martin
Matthew G.T. Martin is Chief Legal Officer and Corporate Secretary of First Citizens BancShares (FCNCA), serving as an executive officer since June 2021; he previously served as U.S. Attorney for the Middle District of North Carolina (2018–2021), Associate General Counsel at Duke Energy (2013–2018), and a partner at Smith Anderson prior to 2013 . He is 45 years old . FCNCA’s multi‑year pay program emphasizes cash, performance‑based awards tied primarily to growth in tangible book value per share plus cumulative dividends (TBV+D), with 2024 company context including net income of $2.78B and strong five‑year TSR performance (value of $100 invested in FCNCA rose to $400 by year‑end 2024) . As an executive officer, Martin is subject to FCNCA’s hedging and pledging prohibitions, clawback policies, insider‑trading preclearance and window restrictions, and at‑will employment framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Department of Justice (Middle District of North Carolina) | United States Attorney | 2018–2021 | Led federal enforcement; senior legal leadership experience relevant to bank regulatory/compliance environment . |
| Duke Energy Corp. | Associate General Counsel | 2013–2018 | Managed complex corporate legal matters in a regulated industry . |
| Smith Anderson (law firm) | Partner | Until 2013 | Complex corporate and litigation practice experience . |
External Roles
No public company directorships or external public roles are disclosed for Martin in the latest proxy materials .
Fixed Compensation
- Employment status: At‑will; FCNCA discloses no employment agreements for executive officers and no change‑in‑control agreements for current named executive officers; base salaries for executives are set annually by the Compensation, Nominations and Governance (CNG) Committee and the Boards .
- Perquisites and benefits: Executive officers are covered by company policies including group insurance and risk‑management programs; detailed perquisite amounts are disclosed for named executive officers only (e.g., home security systems for certain NEOs), not for Martin specifically .
Note: Individual salary and perquisite amounts are disclosed for named executive officers (NEOs) only; Martin is not an NEO in the latest proxy, so specific dollar amounts for him are not itemized .
Performance Compensation
FCNCA uses cash‑based incentive plans for executive officers (no routine equity grants). While individual target amounts are disclosed for NEOs, the plan design and outcomes apply enterprise‑wide and inform Martin’s incentive structure eligibility.
- Long‑Term Incentive Plan (LTIP): 3‑year cash awards based primarily on TBV+D Growth Rate; threshold/target/maximum goals set at 12%/30%/48% resulting in payouts of 50%/100%/150% of target; awards are subject to clawback; non‑solicit and confidentiality conditions apply .
- Merger Performance Plan (MPP): Annual cash opportunities tied to M&A integration objectives (CIT and SVB), with thresholds up to maximum depending on milestone achievement, subject to clawback and continued employment on payment date (limited exceptions) .
Plan‑level 2024 performance outcomes (for NEOs; indicative of program execution):
| Metric (Plan) | Weighting | Target/Goal | Actual/Outcome | Payout | Vesting cadence |
|---|---|---|---|---|---|
| TBV+D Growth Rate (LTIP 2022–2024) | Primary driver (plan-level) | Threshold 12%; Target 30%; Stretch 48% | Exceeded Stretch after committee adjustments for major M&A items; maximum formula result | 150% of target (maximum) paid in Feb 2025 | Paid after 3‑year performance period |
| CIT Merger MPP (2024) | Plan applies to eligible execs | Optimization of synergies, risk, individual & company goals (Target level calibrated) | Target achieved (committee assessed) | Paid at Target (Feb 2025) | Annual award; paid after year‑end |
| SVB Acquisition MPP (2024) | Plan applies to eligible execs | Timely integration, risk, individual & company goals (Maximum calibrated) | Maximum achieved (committee assessed) | Paid at Maximum (Feb 2025) | Annual award; paid after year‑end |
Note: The above payouts are disclosed for NEOs as a group; FCNCA does not disclose Martin’s individual target or payout amounts. Plan mechanics and outcomes indicate strong integration execution and tangible book value compounding during the 2022–2024 period .
Equity Ownership & Alignment
| Topic | FCNCA policy / Martin applicability |
|---|---|
| Stock ownership guidelines for executives | FCNCA does not impose stock ownership requirements for executive officers because exec compensation is paid in cash (no ongoing equity awards) . |
| Hedging & pledging | Hedging prohibited; pledging generally prohibited with limited “grandfathered” or Audit Committee‑approved exceptions deemed not reasonably likely to pose material risk; applies to directors and executive officers (including Martin) . |
| Insider trading controls | Preclearance required; trading windows apply to directors, executive officers, and designated associates . |
| Individual ownership disclosure | The proxy discloses detailed ownership for directors and NEOs and group totals for “all current directors and executive officers”; Martin’s individual share count is not itemized (included within group totals) . |
Implications for selling/pledging pressure:
- With no routine equity awards and prohibitions on hedging/pledging, near‑term selling pressure from required tax‑withholding or vesting events is structurally low for executive officers like Martin .
Employment Terms
- Employment agreements and change‑in‑control protections: No employment or change‑of‑control agreements are in place for current NEOs; awards are cash‑based and subject to clawback .
- Separation from service agreements: FCNCA maintains legacy nonqualified separation agreements for certain executives entered into before 2014; the company states no new agreements have been entered into since LTIP adoption and none are contemplated—these legacy agreements cover specific listed executives and “certain other executive officers,” but Martin joined in 2021 and is not identified among those with such agreements .
- LTIP award conditions: Non‑solicitation during employment and for one year after, plus confidentiality obligations during and after employment .
Performance & Track Record (Company context during Martin’s tenure)
- Financial results: 2024 net income was $2.78B (down from 2023 due to one‑time SVB acquisition gain in 2023), with resilient NIM (3.54%), loan growth to $140.22B (+5% YoY), and deposits to $155.23B (+6% YoY) .
- Capital and buybacks: CET1 ratio 12.99% at 12/31/2024; 814,641 Class A shares repurchased for $1.66B in 2H24 (6.02% of Class A outstanding at 6/30/24) .
- Liquidity: $59.34B in liquid assets (~27% of total assets) at 12/31/2024 .
- TSR alignment: Compensation Actually Paid to the CEO and average CAP to other NEOs are generally aligned with company TSR; $100 invested in FCNCA at 12/31/2019 grew to $400 by 12/31/2024, outpacing peer TSR .
Governance and Risk Controls (applicable to Martin)
- Clawbacks: Nasdaq‑compliant recovery policy for accounting restatements and broader incentive compensation policy covering material inaccuracies or significant Code of Ethics violations; LTIP/MPP awards are subject to clawback; executives must acknowledge ongoing recovery obligations .
- Say‑on‑Pay: 2024 say‑on‑pay approval exceeded 98%, supporting the pay‑for‑performance design .
- Compensation peer group/market positioning: CNG targets around the 50th percentile vs. a group of large U.S. regional banks (e.g., PNC, Truist, Regions, M&T, Key, Fifth Third) and considers FCNCA performance, role scope, and retention factors .
Investment Implications
- Incentive alignment: Multi‑year TBV+D metric with maximum payout achieved for the 2022–2024 cycle and strong SVB integration MPP results (maximum) indicate disciplined focus on tangible value creation; governance features (clawbacks, preclearance, hedging/pledging bans) lower misconduct and alignment risk .
- Selling/pledging overhang: Absence of routine equity awards and pledging prohibitions reduce insider selling pressure and collateral‑driven risk—constructive for stock supply/demand dynamics around windows and vesting dates .
- Retention risk: No employment or CIC agreements; retention relies on multi‑year LTIP/MPP economics, role scope, and market positioning; the program’s emphasis on challenging TBV+D and integration goals supports retention via at‑risk pay but without contractual protections .
- Execution indicators: Company‑level metrics (loan/deposit growth, capital, liquidity) and favorable say‑on‑pay outcomes reinforce management discipline during Martin’s tenure as chief legal officer and corporate secretary, a role attested by his execution of corporate agreements (e.g., Series D preferred deposit agreement) .
Additional identity confirmation: Martin is listed in FCNCA’s executive officer roster as Chief Legal Officer & Corporate Secretary (age 45), with prior roles detailed above; he also signs corporate instruments in that capacity (e.g., Series D preferred depositary shares documentation in 2025) .