R. Mattox Snow III
Director at FCNCA
Board
About R. Mattox Snow III
R. Mattox “Matt” Snow III (age 61) was appointed to the FCNCA Board effective January 2, 2025; he is an independent director serving on the joint Audit Committee and First‑Citizens Bank & Trust Company’s Trust Committee, with no other current public company directorships . Snow is Partner and Chairman of the Governing Board at Forvis Mazars, LLP, with an expected retirement in May 2025; prior roles include CEO of Dixon Hughes Goodman and audit partner at KPMG, where he was named an SEC partner . Education: B.S. in Accounting (Wake Forest University) and Harvard Executive Education, “Leading Professional Services Firms” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forvis Mazars, LLP (US) | Partner; Chairman, Governing Board | Jun 2022–May 2025 (expected) | Led top-10 US accounting firm; assurance, tax, consulting oversight |
| Dixon Hughes Goodman LLP | Chief Executive Officer; Partner | Jun 2014–May 2022 | Led predecessor to Forvis Mazars; firm governance and strategy |
| KPMG | Audit Partner; SEC Partner; rotation in national dept. of professional practice | 20+ years (dates not specified) | Technical review on public company audits; SEC partner designation |
| American Institute of CPAs | Chairman, Audit & Finance Committee; Chairman, Major Firms Group | Prior service (dates not specified) | Oversight of audit/finance; large firm coordination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forvis Mazars Global, Ltd. | Vice Chairman, Governing Board | Since Jun 2024 | Global network leadership |
| Wake Forest University School of Business | Board of Visitors (former member) | Prior service (dates not specified) | Advisory role |
| United Way of Central Carolinas | Board; Chairman of Finance Committee (former) | Prior service (dates not specified) | Finance oversight |
Board Governance
- Independence: Board determined Snow is independent under Nasdaq listing requirements upon effective appointment .
- Committees: Audit Committee (joint committee of the Boards); Trust Committee of FCB’s Board .
- 2024 attendance: Snow did not serve in 2024; nominee table lists “—” for 2024 attendance. Board met 14 times; all then‑current directors attended ≥75% of meetings; eight directors attended 100% (not including working groups) .
- Audit Committee composition/responsibilities: Independent directors; financial literacy required; at least two members with banking/financial management expertise; responsibilities include oversight of accounting/reporting, internal controls, related‑person transactions approval, hedging/pledging policy, internal audit, and independent accountants .
- Committee meetings held in 2024: Board 14; Audit 12; Risk 18; Trust 5; CNG 10; Executive 5 .
Fixed Compensation
Director fees are cash‑only; no equity grants to directors. The 2025 schedule is unchanged from 2024 .
| Description | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual retainer (each director) | $270,000 | $270,000 |
| Chair retainer – CNG Committee | $40,000 | $40,000 |
| Chair retainer – Risk Committee | $40,000 | $40,000 |
| Chair retainer – Audit Committee | $40,000 | $40,000 |
| Chair retainer – FCB Trust Committee | $7,500 | $7,500 |
| Audit Committee Financial Expert retainer | $27,500 | $27,500 |
| Lead Independent Director retainer | $45,000 | $45,000 |
| Working group monthly retainer – Chair | $3,000 | $3,000 |
| Working group monthly retainer – Vice‑Chair | $2,500 | $2,500 |
| Working group monthly retainer – Participant | $2,000 | $2,000 |
| Meeting fees | Not paid; may recommend additional compensation only if substantial increase in meeting frequency/special committees | Not paid; same provision |
Notes specific to Snow:
- Snow was appointed Jan 2, 2025; he did not receive director compensation for 2024. Compensation in 2025 will be paid on the same basis as other outside directors, including a pro‑rata amount for service between appointment and the Annual Meeting .
Performance Compensation
| Component | Disclosure |
|---|---|
| Equity awards to directors (RSUs/PSUs/options) | None; “we have no plans under which stock options or grants or other equity awards are made to directors” |
| Performance‑based metrics tied to director pay | None disclosed; director compensation is cash retainers/roles |
| Meeting fees | Not part of standard schedule; may be considered only if substantial increase in meeting frequency/special committees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Professional services relationship (potential interlock) | Forvis Mazars provided professional services to FCNCA or subsidiaries since 2023; aggregate fees ≈$0.6 million. Forvis Mazars will not provide services while Snow is a director and concurrently holds positions at Forvis Mazars. Board reviewed and determined Snow’s independence at appointment; no other transactions requiring Item 404(a) disclosure . |
Expertise & Qualifications
- 30+ years in accounting/audit; Chairman at Forvis Mazars; former CEO of DHG; former audit partner at KPMG, including SEC partner designation and national professional practice rotation .
- Industry coverage and audit experience with public companies in financial services, manufacturing, and restaurant sectors .
- Corporate governance exposure via leadership in AICPA committees and private/nonprofit boards .
- Education: B.S. Accounting (Wake Forest); Harvard Executive Education program .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 100 | * | Asterisk indicates less than .01% |
| Class B Common | — | — | — |
| Depositary Shares (1/40th interest, Series A) | — | — | — |
| Series C Preferred (non‑voting) | — | — | — |
Ownership policies and risk controls:
- Directors are encouraged to own an amount of stock significant relative to their financial means; there is no formal share multiple guideline for directors .
- Hedging prohibited for directors/executives; pledging generally prohibited, with grandfathered exceptions reviewed annually by the Audit Committee. No exceptions approved since policy adoption; prohibition applies to any future equity comp shares as well .
- Grandfathered pledges exist only for certain members of the Holding family; Audit Committee concluded they pose no material risk given low loan‑to‑value ratios and other factors .
Governance Assessment
- Committee assignments and independence: Snow serves on Audit and Trust Committees as an independent director, adding deep audit experience to oversight of financial reporting, internal controls, and related‑party review processes—positive for board effectiveness .
- Compensation alignment: FCNCA director pay is cash‑only with no equity grants; standard annual retainer of $270,000 and role‑based retainers; the 2025 schedule is unchanged from 2024, indicating stable, conservative boardroom pay practices informed by independent consultant Pay Governance—neutral to positive (no at‑risk equity but also no equity‑linked conflicts) .
- Ownership alignment: Snow currently holds 100 Class A shares (<.01% of class), which is low; directors are “encouraged” to own significant amounts but have no formal guideline. Hedging/pledging prohibitions mitigate misalignment risk while low ownership remains a modest concern .
- Potential conflicts and mitigants: Prior Forvis Mazars service relationship (≈$0.6 million fees) is mitigated by commitment that Forvis Mazars will not provide services while Snow is a director and concurrently affiliated; Board determined independence at appointment—positive mitigation, but continued monitoring advisable as he retires from Forvis Mazars in May 2025 .
- Board attendance/engagement: 2024 attendance cannot be assessed for Snow; overall board cadence is robust (14 board meetings; 12 audit meetings). Nominees’ engagement was considered by CNG in selections—neutral expected baseline for Snow post‑appointment .
- Shareholder signals: Say‑on‑pay approvals have historically exceeded 95% and were over 98% in 2024, reflecting broad investor support for compensation governance—positive backdrop for overall board credibility .
RED FLAGS to monitor: minimal personal share ownership (<.01%) ; prior firm relationship with FCNCA (now paused) warrants continued oversight until Snow’s retirement from Forvis Mazars is complete .
Mitigating controls: strict hedging/pledging bans and Audit Committee oversight; cash‑only director pay reduces equity‑linked conflicts; independent consultant advice on boardroom pay practices .