Robert E. Mason IV
Director at FCNCA
Board
About Robert E. Mason IV
Independent director of First Citizens BancShares (FCNCA); age 66; director since 2007 (18 years’ tenure). Chairman and past Chief Executive Officer of Robert E. Mason and Associates, Inc., an industrial automation and engineering services firm, bringing extensive operating experience and corporate governance involvement from nonprofit boards. Current FCNCA committee assignments: Compensation, Nominations and Governance (CNG) Committee (member) and Risk Committee (member). 2024 attendance: 100% of Board and committee meetings; no other current public-company directorships disclosed .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Robert E. Mason and Associates, Inc. (industrial automation and engineering services) | Chairman; past Chief Executive Officer | — | Led and grew a successful industrial automation/services business with national and international perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crosland Foundation | Board Member | — | Nonprofit board service |
| Episcopal High School (Alexandria, VA) | Past Member, Board of Trustees | — | Nonprofit/education governance |
| UNC Charlotte Lee College of Engineering | Former Advisory Board Member | — | Industry–academia advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq criteria |
| Years on board | Director since 2007 (Board Tenure: 18 Years) |
| 2024 attendance | 100% of Board and committee meetings (excludes “working groups”) |
| Committee assignments (2024) | Risk Committee (member); CNG Committee (member) |
| Committee chair roles | None (Risk Chair: Hoppe; CNG Chair & Lead Independent Director: Newcomb; Audit Chair: Durham; Trust Chair: Alexander) |
| Lead Independent Director | Not applicable to Mason; current LID is Robert T. Newcomb |
| Executive sessions of independents | Independent directors meet in executive session on a regular basis |
| Board leadership structure | Combined Chairman/CEO with Lead Independent Director oversight |
| Meeting cadence (context) | 2024 meetings: Board 14; CNG 10; Risk 18 |
Fixed Compensation (Director)
Standard fee schedule (cash only; no meeting fees; no equity):
| Description | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual retainer (each director) | $270,000 | $270,000 |
| CNG Committee Chair retainer | $40,000 | $40,000 |
| Risk Committee Chair retainer | $40,000 | $40,000 |
| Audit Committee Chair retainer | $40,000 | $40,000 |
| Trust Committee Chair (FCB) retainer | $7,500 | $7,500 |
| Audit Committee Financial Expert retainer | $27,500 | $27,500 |
| Lead Independent Director retainer | $45,000 | $45,000 |
Notes:
- Compensation to directors is paid in cash; the company has no plans granting stock options or other equity awards to directors .
- Working group retainers (if appointed): $3,000/month chair; $2,500/month vice-chair; $2,000/month participant .
Mason – 2024 director compensation:
| Item | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $288,000 |
| All other compensation (2024) | $0 |
Performance Compensation (Director)
| Component | Status |
|---|---|
| Equity awards to directors (RSUs/PSUs/Options) | None; director compensation is cash-only |
| Director performance metrics (e.g., TSR, TBV, ESG) | None applicable to director pay |
The CNG Committee uses Pay Governance as an independent consultant to inform director pay levels; Pay Governance provided no other services and no conflicts were identified in the most recent review . The committee annually reviews director compensation and may recommend changes based on market practices and workload .
Other Directorships & Interlocks
| Company | Role | Committee roles | Status |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed |
Compensation Committee interlocks disclosed relate to another CNG member’s family employment (Victor E. Bell III), not Mason .
Expertise & Qualifications
- 37+ years managing, operating, and growing an industrial automation and engineering services business with national and international perspective .
- Corporate governance service on nonprofit boards/foundations .
- Active roles on FCNCA’s Risk Committee and CNG Committee, contributing to risk oversight and pay/governance processes .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | % of Total Votes |
|---|---|---|---|
| Class A Common | 350 | * | 0.01% |
| Class B Common | 200 | 0.02% | 0.01% |
| Depositary Shares (Series A Pref., 1/40th) | 0 | — | — |
| Series C Preferred | 0 | — | — |
Ownership/Alignment policies:
- Directors are encouraged (but not required) to own a significant amount of FCNCA stock; hedging of company stock is prohibited .
- Pledging is generally prohibited; no exceptions have been approved since adoption, and only “grandfathered” pledges exist among certain Holding family insiders (no pledges disclosed for Mason) .
Board Governance (CNG/Risk) – Additional Context
- As Risk Committee member, Mason helps oversee the Risk Management Framework and risk appetite, including capital, credit, liquidity, operational (incl. technology/cyber), compliance, and strategic risks .
- As CNG Committee member, Mason participates in CEO evaluation, succession planning, director nominations/governance processes, and executive/director compensation oversight; the committee retains an independent consultant and coordinates with the Risk Committee on compensation risk .
Governance Assessment
Positives
- Independent director with 100% attendance in 2024; long tenure provides institutional knowledge and continuity .
- Service on both Risk and CNG committees indicates engagement in core oversight (risk and pay/governance) .
- Director pay is cash-only (no equity), limiting potential equity-related conflicts; director compensation is informed by an independent consultant with no identified conflicts .
- Strong say-on-pay support (over 98% approval at 2024 Annual Meeting) suggests shareholder alignment with compensation governance overseen by the CNG Committee .
Watch items and potential conflicts
- FCNCA maintains a combined Chair/CEO structure; independent oversight relies on the Lead Independent Director framework (not a Mason role) .
- Family relationships among insiders exist (e.g., Holding/Bryant/Bristow), and ordinary-course related-person transactions occur; the proxy does not identify any Mason-specific related-person transactions .
- Mason’s beneficial ownership is modest (350 Class A; 200 Class B; ~0.01% of total votes), which may limit direct economic alignment, although directors are encouraged to own a significant amount and hedging/pledging are restricted .
Director Compensation Structure Details (Program)
| Element | Detail |
|---|---|
| Form of pay | Cash retainers only; no equity awards to directors |
| Meeting fees | None (additional pay possible for special increases/special committees; working group retainers if appointed) |
| Chair stipends | Audit: $40k; Risk: $40k; CNG: $40k; Trust (FCB): $7.5k; Audit Financial Expert: $27.5k; Lead Independent Director: $45k |
| Working groups (if appointed) | Chairs $3k/month; Vice-chairs $2.5k/month; Participants $2k/month |
Related-Party Transactions (Mason-specific)
- The proxy describes the related-person transaction policy and discloses ordinary-course transactions with certain parties (e.g., Southern, Fidelity, BlackRock, Vanguard) and one director’s employer (Forvis Mazars) in 2024; no Mason-specific related-person transactions are identified in the disclosures .
Say-on-Pay & Shareholder Feedback (Program Context)
- Say-on-pay received over 98% support at the 2024 Annual Meeting; the CNG Committee considers such feedback in compensation oversight .