Peter M. Bristow
About Peter M. Bristow
Peter M. Bristow is President of First Citizens BancShares (BancShares) and First-Citizens Bank & Trust Company (FCB), serving since November 2014; he is age 59 and has been a director since 2014 (not independent; brother‑in‑law to CEO Frank B. Holding, Jr. and Vice Chair Hope H. Bryant) . FCNCA’s long‑term incentive plan (LTIP) is cash‑based and tied to growth in tangible book value plus dividends (TBV+D); for the 2022–2024 performance period (paid in 2025), adjusted TBV+D exceeded the 48% “Stretch” goal, resulting in maximum 150% payouts including to Bristow . In 2024, Bristow’s total reported compensation was $6,570,119, driven by $5.69M in non‑equity incentive payments across LTIP and merger performance plan (MPP) awards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Citizens BancShares/FCB | President | 2014–present | Co-led execution of strategy focused on TBV accretion; LTIP 2022–2024 paid at 150% after adjustments; MPP SVB integration award paid at maximum for 2024 |
| First Citizens Bancorporation, Inc. (SC) and First Citizens Bank & Trust Company, Inc. (SC) | President & COO | 2001–2014 | Senior operator across retail, wealth, commercial and small business lines; deep IT, credit and real estate operations expertise |
External Roles
| Organization | Role | Years |
|---|---|---|
| North Carolina Community Foundation | Director | Not disclosed |
| North Carolina Museum of Art Foundation | Director | Not disclosed |
| Saint Mary’s School | Former Trustee | Not disclosed |
Fixed Compensation
- Base salary moved from $700,000 (2022–2023) to $725,000 (2024–2025); no 2025 increase .
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $700,000 | $700,000 | $725,000 | $725,000 |
Performance Compensation
- LTIP design: 3‑year, cash‑based awards with Threshold/Target/Stretch TBV+D goals of 12%/30%/48% corresponding to 50%/100%/150% of target payout; committee can adjust for M&A/share repurchases, etc. .
- 2024 payouts: LTIP paid at maximum for 2022–2024; MPP paid at Target (CIT) and Maximum (SVB) for 2024 .
| 2024 Compensation composition (USD) | Amount |
|---|---|
| LTIP payout (2022–2024 performance period) | $4,200,000 |
| MPP payout – CIT award (2024) | $490,000 |
| MPP payout – SVB award (2024) | $1,000,000 |
| Non‑equity incentive total (LTIP + MPP) | $5,690,000 |
| LTIP opportunities (by performance period) | Target % of Salary | Threshold ($) | Target ($) | Stretch/Max ($) |
|---|---|---|---|---|
| 2023–2025 | 400% | $1,400,000 | $2,800,000 | $4,200,000 |
| 2024–2026 | 460% | $1,667,500 | $3,335,000 | $5,002,500 |
| 2025–2027 | 475% | $1,721,875 | $3,443,750 | $5,165,625 |
| Performance metric/goals | — | 12% TBV+D | 30% TBV+D | 48% TBV+D |
| MPP opportunities (SVB integration) for 2025 | Threshold | Target | Maximum |
|---|---|---|---|
| Dollar amounts | $333,333 | $666,667 | $1,000,000 |
| Performance factors | — | Timely integration, risk management, individual and company results | — |
Equity Ownership & Alignment
- Company does not provide equity/stock‑based compensation to current NEOs; therefore no executive stock ownership guidelines; hedging prohibited; pledging generally prohibited except grandfathered arrangements reviewed by Audit Committee .
- Bristow beneficial ownership (Record Date): significant Class A and Class B holdings; 30,000 Class A shares pledged (grandfathered; committee deems risk remote) .
| Security | Shares | % of Class | % of Total Votes |
|---|---|---|---|
| Class A Common | 513,495 | 4.10% | — |
| Class B Common | 111,439 | 11.09% | — |
| Depositary Shares (Series A 1/40th) | 41,285 | 0.30% | — |
| Aggregate voting power | — | — | 8.03% |
| Pledged shares (grandfathered) | Class A | Class B |
|---|---|---|
| Peter M. Bristow | 30,000 | 0 |
Footnotes indicate substantial shared voting/investment power with spouse and related trusts/entities; disclaimed shares excluded from Bristow totals .
Employment Terms
- No employment or change‑in‑control agreements; no severance for termination/change‑in‑control beyond plans below .
- Separation from Service Agreement (nonqualified; assumed from legacy FCB‑SC): 10‑year stream beginning 6 months + 1 week after separation at agreed age; non‑compete and consulting obligations during payment period; monthly payment $13,451; PV $886,034 at 12/31/2024 .
- Pension: legacy defined benefit plan participant; 33 years credited service; PV of accumulated benefit $1,372,914 at 12/31/2024; early retirement eligible as of 12/31/2024 .
- Deferred compensation: participant in FCB 2021 Plan and legacy FCB‑SC plans; 2024 deferral $875,000 into FCB 2021 Plan; aggregate year‑end balances shown below (no employer contributions) .
| Plan | 2024 Executive Deferral | 2024 Earnings | 2024 Withdrawals | 12/31/2024 Balance |
|---|---|---|---|---|
| FCB 2021 Nonqualified Deferred Compensation Plan | $875,000 | $139,211 | $0 | $1,874,343 |
| FCB‑SC Deferred Compensation Plan | $0 | $48,841 | $0 | $622,406 |
| FCB‑SC 409A Deferred Compensation Plan | $0 | $118,977 | $0 | $1,516,194 |
- Clawbacks: Nasdaq‑compliant recovery policy plus broader incentive compensation policy apply to LTIP and MPP .
- Perquisites: home security system installation/maintenance under risk program; attribution of staff services; Bristow’s 2024 “All Other Compensation” = $42,320 .
Multi‑Year Reported Compensation (NEO Summary)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $700,000 | $700,000 | $725,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $0 | $0 | $0 |
| Non‑Equity Incentive Comp (LTIP+MPP) | $3,994,063 | $5,190,000 | $5,690,000 |
| Change in Pension/Deferred Comp Value | $40,847 | $322,227 | $112,799 |
| All Other Compensation | $13,725 | $14,850 | $42,320 |
| Total | $4,748,635 | $6,227,077 | $6,570,119 |
Board Governance (Director Service, Roles, Implications)
- Director since 2014; not independent; no board committee assignments; 2024 attendance 100%; no additional pay for director service as an executive .
- Lead Independent Director: Robert T. Newcomb; independent majority board; independent CNG and Audit committees per Nasdaq non‑controlled company standards .
- Dual‑role implications: As a non‑independent executive‑director and family relation to the CEO/Vice Chair, governance relies on independent committees and a lead independent director to mitigate potential independence concerns .
Compensation Committee Analysis
- CNG Committee members: Robert T. Newcomb (Chair), Victor E. Bell III, H. Lee Durham, Jr., David G. Leitch, Robert E. Mason IV; engaged Pay Governance for market/peer analyses; salary increases restrained; emphasis on performance‑based cash (LTIP, MPP) .
- LTIP: sole metric TBV+D; Threshold/Target/Stretch 12%/30%/48%; committee discretion to adjust for M&A/share repurchases; 2022–2024 paid at 150% after eliminating outsized M&A impacts (CIT, SVB) .
- MPP: separate deal‑linked cash plan to reward integration/synergies; 2024 CIT at Target and SVB at Maximum; 2025 SVB awards granted with tiered outcomes .
Related Party and Conflicts
- Bristow’s son employed at FCB (M&A Corporate Development Officer); 2024 compensation $81,632; disclosure lists multiple family employments across the organization .
- Pledging: 30,000 Class A shares pledged under grandfathered arrangements; Audit Committee deems risk remote based on low LTV, trading volume, net worth .
Director Compensation (as a Director)
- As an executive who serves on the board, Bristow received no additional compensation for director service .
SAY‑ON‑PAY & Shareholder Feedback
- 2025 proxy includes a non‑binding advisory vote on executive compensation; board recommends “FOR” . (Historical approval percentages not disclosed in the cited document.)
Risk Indicators & Red Flags
- Hedging prohibited; pledging generally prohibited except grandfathered cases; Bristow maintains 30,000 pledged Class A shares (monitored; committee views risk as remote) .
- No equity awards, options, or CIC arrangements—reduces alignment concerns around repricing/acceleration but also limits long‑term equity linkage; alignment instead via TBV+D cash incentives with clawbacks .
Investment Implications
- Pay‑for‑performance is tightly linked to TBV+D and deal integration, evidenced by 150% LTIP payout for 2022–2024 and maximum SVB MPP in 2024—signals strong internal assessment of value creation and execution under Bristow’s leadership .
- Absence of equity‑based compensation implies minimal insider selling pressure from vesting; compensation is cash‑settled and subject to robust clawbacks—constructive for governance risk and trading overhang .
- Governance risks: non‑independent director status, family relationships, and grandfathered pledging require continued reliance on independent committees/lead director; Audit Committee’s annual review and prohibition on pledging equity‑comp shares partially mitigates concerns .
- Retention: meaningful deferred comp balances, legacy pension/separation benefits (10‑year stream; $13,451/month; PV $886k) plus ongoing LTIP/MPP opportunities support retention but create future cash outflows; non‑compete/consulting covenants protect the franchise .