Robert T. Newcomb
Lead Independent Director at FCNCA
Board
About Robert T. Newcomb
Independent director at First Citizens BancShares (FCNCA); age 64; director since 2002. He is retired and formerly served as President, Chief Executive Officer, and owner of Newcomb and Company, a mechanical contracting firm (1991–2023). Newcomb is Lead Independent Director and chairs the Compensation, Nominations and Governance (CNG) Committee; he also serves on the Audit and Executive Committees. His core credentials emphasize extensive management experience and corporate governance service with nonprofit boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newcomb and Company (mechanical contractors) | President, CEO, Owner | 1991–2023 | Extensive management and business experience; over 32 years managing and growing a mechanical contracting company |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Raleigh Cemetery Association (Oakwood Cemetery) | Director | Current | Community involvement |
| YMCA of the Triangle | Board of Trustees (former Annual Campaign Chair) | Current | Nonprofit governance experience |
Board Governance
- Lead Independent Director; duties include convening executive sessions, liaison to the Chairman/management, and agenda/information oversight; special meetings can be called at the Lead Independent Director’s request.
- Committee assignments: CNG Committee (Chairman), Audit Committee (member), Executive Committee (member).
- Independence: Board-designated independent director under Nasdaq criteria; the CNG Committee annually assesses independence and monitors ongoing changes.
- Attendance and engagement: 95% aggregate board and committee attendance for 2024; all directors met at least 75% threshold.
| Governance Item | 2024 | Notes |
|---|---|---|
| Independence status | Independent | Assessed annually by CNG Committee |
| Lead Independent Director | Yes | Duties include executive sessions and agenda oversight |
| Committee memberships | CNG (Chair), Audit, Executive | CNG is joint compensation/governance committee |
| Attendance rate | 95% | All directors ≥75%; eight at 100% |
| Board meetings held | 14 | 2024 count |
| CNG Committee meetings | 10 | 2024 count |
| Audit Committee meetings | 12 | 2024 count |
| Executive Committee meetings | 5 | 2024 count |
| Years on Board | 23 (since 2002) | As of 2025 proxy |
Fixed Compensation
| Description | Amount (2024) | Amount (2025) |
|---|---|---|
| Annual retainer per director (cash) | $270,000 | $270,000 |
| Lead Independent Director annual retainer | $45,000 | $45,000 |
| CNG Committee Chair annual retainer | $40,000 | $40,000 |
| Audit Committee Chair annual retainer | $40,000 | $40,000 |
| Risk Committee Chair annual retainer | $40,000 | $40,000 |
| Audit Committee Financial Expert annual retainer | $27,500 | $27,500 |
| Trust Committee Chair annual retainer | $7,500 | $7,500 |
| Working group monthly retainers (Chair/Vice/Member) | $3,000 / $2,500 / $2,000 | $3,000 / $2,500 / $2,000 |
| Equity awards to directors | None (cash-only program) | None (cash-only program) |
| 2024 Director Compensation — Robert T. Newcomb | Amount |
|---|---|
| Fees Earned or Paid in Cash | $385,000 |
| All Other Compensation | $0 |
| Total | $385,000 |
Notes:
- Director compensation is cash-only; the board does not grant stock options, RSUs, or other equity awards to non-associate directors.
- Pay Governance serves as the independent compensation consultant to the CNG Committee; no conflicts identified in 2024.
Performance Compensation
- No performance-based or equity-linked compensation is disclosed for directors; compensation consists of fixed cash retainers and role-based fees.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed in proxy |
| Committee roles at other public companies | Not disclosed in proxy |
| Shared public company interlocks with competitors/suppliers/customers | Not disclosed for Newcomb; board-level related-party transactions primarily involve other directors/executives (Holding family, Snow/Forvis Mazars) with Audit Committee oversight and arm’s-length standards |
Expertise & Qualifications
- Extensive management and business experience from 32 years leading a mechanical contracting company; corporate governance experience via nonprofit boards.
- Lead Independent Director responsibilities reinforce board process quality and independent oversight.
- Audit Committee membership supports financial oversight; CNG Committee Chair role spans compensation governance, independence assessments, and board evaluations.
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Voting Impact |
|---|---|---|---|
| Class A Common | 1,000 | 0.01% | Contributes to total votes (asterisk indicates <0.01%) |
| Class B Common | 0 | — | — |
| Depositary Shares (1/40th of Series A Preferred) | 6,000 | 0.04% | Non-voting |
| Series C Preferred (5.625% Non-Cumulative) | 0 | — | Non-voting |
Ownership alignment policies:
- Directors are encouraged to own a significant amount of company stock relative to their means; hedging is prohibited; pledging is generally prohibited with limited Audit Committee exceptions and no exceptions approved since adoption.
Governance Assessment
- Positives: Lead Independent Director with defined authority (executive sessions, agenda/information oversight) strengthens independent board effectiveness amid concentrated insider voting power; independent CNG Committee chaired by Newcomb oversees executive compensation governance, independence determinations, board/committee self-evaluations, and succession planning. Attendance at 95% indicates strong engagement; compensation is transparent and cash-only, avoiding equity conflicts for directors.
- Potential risks/red flags to monitor: Structural concentration of voting power among management/holding family and multiple related-party transactions at the company level (e.g., services with Forvis Mazars while Snow is a partner; real estate brokerage via a family member) — mitigated by Audit Committee policy requiring arm’s-length terms and by LID oversight; no related-person transactions disclosed for Newcomb specifically.
- Compensation governance signal: Use of independent consultant (Pay Governance) with no conflicts identified; cash-only director pay reduces incentive misalignment from equity; role-based retainers (LID, CNG Chair) recognize governance workload.
Overall, Newcomb’s role as Lead Independent Director and CNG Chair, combined with solid attendance and independent status, supports investor confidence in board oversight; continued vigilance over company-level related-party transactions and concentrated control is appropriate.