Victor E. Bell III
Director at FCNCA
Board
About Victor E. Bell III
Independent director since 2002 (23 years of board tenure), age 68. Principal occupation: Chairman and President, Marjan, Ltd. (real estate and other investments). Background includes over 43 years managing a family-owned real estate and investment business, with corporate governance experience across nonprofit entities. 2024 board and committee attendance: 100% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Carolina Retirement Systems (Dept. of State Treasurer) | Past Trustee | Not disclosed | Oversight of state retirement system investments |
| UNC Lineberger Comprehensive Cancer Center | Past Member, Board of Visitors | Not disclosed | Institutional advancement and outreach |
| Saint Mary’s School | Past Member, Board of Visitors | Not disclosed | School governance advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Carolina Museum of History Foundation | Chairman & President | Current | Nonprofit leadership |
| Ravenscroft School Foundation | Chairman & President | Current | Nonprofit leadership |
| A. E. Finley Foundation | Vice Chairman | Current | Philanthropy governance |
| YMCA of the Triangle | Member, Board of Trustees | Current | Community engagement |
| White Memorial Presbyterian Church Foundation | Chairman & President | Current | Faith-based philanthropy |
Board Governance
- Independence: Determined independent under Nasdaq standards; annual independence assessment by CNG Committee .
- Committees: Compensation, Nominations and Governance (CNG); Risk. Not a chair; Risk Committee chaired by Robert R. Hoppe; CNG chaired by Robert T. Newcomb (Lead Independent Director) .
- Attendance: 2024 aggregate Board and committee attendance 100%; Board met 14 times; Risk Committee 18; CNG 10 .
- Executive sessions: Independent directors meet regularly without management .
- Governance processes: Independent compensation consultant (Pay Governance) engaged; no conflicts identified; robust risk oversight via Risk Committee and EROC subcommittees .
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Director fees (cash retainer) | $270,000 |
| 2024 | All other compensation | $0 |
| 2025 schedule | Standard director annual retainer | $270,000 |
| 2025 schedule | Committee chair retainers (Audit/Risk/CNG) | $40,000 each (if chair) |
| 2025 schedule | Lead Independent Director retainer | $45,000 |
FCNCA does not pay per-meeting fees in the standard schedule; additional compensation only if meeting frequency substantially increases or special committees/working groups are formed .
Performance Compensation
| Element | Structure | Metrics | Status |
|---|---|---|---|
| Equity compensation | None | N/A | FCNCA pays directors in cash; no equity grants to directors |
| Options/RSUs/PSUs | None | N/A | Not provided to directors |
| Performance-based cash | None for directors | N/A | Director compensation is retainer-based |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None |
| Committee interlocks | Immediate family member (Calvin B. Koonce, Jr.) employed at FCB as Senior Appraisal Review Officer; 2024 compensation $167,543; terms reviewed/approved annually by Audit Committee |
| Shared directorships with customers/suppliers/competitors | None disclosed for Bell |
Expertise & Qualifications
- Management and financial experience: 43+ years operating and growing a real estate/investment business .
- Market expertise: Real estate, medical community, area universities .
- Corporate governance: Service on boards/committees of not-for-profit entities and foundations .
- Board skills coverage: FCNCA board collectively spans audit/accounting, banking, executive compensation, risk, strategic planning, and technology; Bell contributes governance and real estate investment expertise within this mix .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | % of Total Votes |
|---|---|---|---|
| Class A Common | 6,900 | 0.06% | — |
| Class B Common | 1,643 | 0.16% | 0.12% |
| Depositary Shares (Series A Pref) | — | — | — |
| Series C Preferred | — | — | — |
- Ownership structure: Includes shares held via various entities with shared voting/investment power as noted in footnotes .
- Hedging/pledging: Hedging of FCNCA stock prohibited; pledging prohibited except “grandfathered” arrangements reviewed annually. No pledge exceptions approved since policy adoption; grandfathered pledges disclosed only for Holding family members, not Bell .
- Director stock ownership guidelines: Directors are encouraged (not required) to own a significant amount of stock relative to financial means; individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent status; 100% attendance; dual roles on CNG and Risk support board effectiveness in compensation and enterprise risk oversight; the board uses an independent compensation consultant and holds regular executive sessions .
- Alignment: Direct share ownership exists but is modest in percentage terms; FCNCA prohibits hedging/pledging (with limited grandfathering outside of Bell) which supports alignment and market integrity .
- Conflicts and related party:
- Immediate family employment (Calvin B. Koonce, Jr.) is a potential perceived conflict; mitigated by annual Audit Committee review/approval and compensation set via normal processes (disclosed as non-executive, market-based) .
- No related-party loans or transactions involving Bell outside ordinary-course banking relationships disclosed; Audit Committee oversees related-party transactions broadly .
- Shareholder signals: Say-on-pay support was strong in 2024 (over 98%), suggesting general investor confidence in compensation governance overseen by CNG (of which Bell is a member) .
RED FLAGS (monitor): Immediate family employment linkage (Calvin B. Koonce, Jr.) creates a potential optics issue; however, FCNCA mitigates via Audit Committee oversight and annual approval, with terms stated as commensurate and market-based .
Director Attendance and Engagement
| Metric | 2024 |
|---|---|
| Board and committee attendance (aggregate) | 100% |
| Board meetings held | 14 |
| Risk Committee meetings held | 18 |
| CNG Committee meetings held | 10 |
Director Compensation Structure (Context)
| Component | Design | Notes |
|---|---|---|
| Cash retainer | $270,000 annually | Standard for all outside directors |
| Chair retainers | $40,000 (Audit/Risk/CNG) | Not applicable to Bell (not a chair) |
| Lead Independent Director retainer | $45,000 | Not applicable to Bell |
| Working groups (if appointed) | $3,000 chair / $2,500 vice-chair / $2,000 participant per month | Only if special working groups established |
| Equity grants | None | No stock-based pay to directors |
Policy Environment & Risk Oversight (Context for Roles)
- Risk Committee oversight spans capital adequacy, credit/market/liquidity/operational/compliance/legal/strategic/reputational risks; receives, challenges, and monitors risk reports including EROC subcommittees (e.g., Financial Risk, Compliance Risk, Credit Risk, Operational Risk, Technology & Security Risk, ALCO, Capital & Stress Testing) .
- CNG Committee responsibilities include director nominations, governance structures, CEO evaluation, board/committee self-assessments, and executive/director compensation; members must meet heightened independence requirements .
Say-on-Pay & Shareholder Feedback (Context)
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | Over 98% approval of NEO compensation |
Indicates positive investor sentiment toward compensation governance overseen by the CNG Committee .
Related Party Transactions (Broader Context)
- Audit Committee oversees related-person transactions, applying arm’s-length and fairness criteria; ordinary-course loans under banking standards are generally exempt from approval if on market terms and not posing abnormal risk .
- Numerous transactions disclosed with entities related to Holding family (e.g., Southern BancShares/Fidelity), all stated as non-preferential and Audit Committee-reviewed; no Bell-specific transactions beyond the family employment disclosure noted above .