West L. Ludwig
FIRST CITIZENS BANCSHARES INC /DE/About West L. Ludwig
West L. Ludwig is Executive Vice President, Chief Human Resources Officer, and Assistant Secretary of First-Citizens Bank & Trust Company (FCB), serving since 2018; he is 56 years old as of the 2025 proxy and previously held HR leadership roles at MZ Inc. and Fidelity Investments . He holds a bachelor’s degree in business administration from the University of Florida and has prior HR leadership experience at Dell Technologies; he also serves on the board of the Triangle United Arts Council . FCNCA’s pay program links executive incentives to a 3‑year tangible book value plus dividends (TBV+D) growth metric and merger integration objectives; company TSR has materially outperformed its peer group over 2020–2024 ($100 → $400 vs. peers $100 → $133), and 2024 net income was $2.78B, reflecting sustained value creation after the SVB acquisition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MZ, Inc. (internet gaming technology) | Senior Vice President, Human Resources | 2016–2018 | Led HR for a technology company, bringing tech-sector talent and operating practices to FCB . |
| Fidelity Investments, Inc. | Executive Vice President, Human Resources | 2008–2016 | Enterprise HR leadership at a major financial services firm; deep experience in compensation, benefits, and talent systems . |
| Dell Technologies Inc. | Member, HR executive committee; various HR leadership roles | Not disclosed (prior to Fidelity tenure) | Global HR leadership exposure; systems/process rigor in large-scale operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Triangle United Arts Council | Board member | Not disclosed | Community leadership network; supports local engagement and reputational capital . |
Fixed Compensation
- Compensation design: Executives receive base salary plus participation in cash-based performance plans (LTIP and MPP); no stock-based compensation is granted to executive officers .
- Individual base salary/bonus for Mr. Ludwig is not disclosed (he is not a Named Executive Officer in the proxy); NEO-specific cash components are detailed in the CD&A .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| TBV+D Growth Rate (3-year) | Not disclosed | Threshold 12%; Target 30%; Stretch 48% | Not disclosed for Mr. Ludwig; NEO LTIP for 2022–2024 paid in Jan 2025 | 50%/100%/150% of Target Amounts at Threshold/Target/Stretch | LTIP awards are 3-year performance awards; payments approved after performance period ends . |
| Merger Performance Plan (MPP) – CIT Merger | Not disclosed | Objectives: optimize merger cost savings and synergies | NEO 2024 awards paid at Target level (CIT) | Threshold/Target/Maximum opportunities (annual) | Annual performance awards; 2024 payments approved Jan 2025 . |
| Merger Performance Plan (MPP) – SVB Acquisition | Not disclosed | Objectives: timely integration; risk management; individual performance; overall results | NEO 2024 awards paid at Maximum level (SVB) | Threshold/Target/Maximum opportunities (annual) | Annual performance awards; 2024 payments approved Jan 2025 . |
- Clawbacks: LTIP and MPP awards are subject to clawback for material miscalculations (including restatements) or significant Code of Ethics violations causing financial/reputational impact .
- Pay philosophy: Emphasis on sustained long-term performance and risk-balanced incentive design; incentives reviewed with Pay Governance and risk committees .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership | 150 Class A shares acquired on Feb 24, 2022 (open-market purchase, $725.86/share, $108,879 total) . |
| Ownership as % of outstanding | Not disclosed for Mr. Ludwig; total Class A outstanding 12,527,433 on the record date (context for NEO/director table) . |
| Hedging policy | Executives and directors prohibited from hedging company stock . |
| Pledging policy | Pledging generally prohibited; any exceptions require Audit Committee review and approval with strict criteria; grandfathered pledges subject to annual review . |
| Stock ownership guidelines | No executive stock ownership requirements because compensation is cash-based and does not include equity grants . |
| Vested/unvested equity | Not applicable (no equity awards granted to executive officers) . |
Employment Terms
- Start date and tenure: CHRO since 2018; continues in role in 2025 .
- Employment agreement: The proxy discloses no employment or change-of-control agreements for current NEOs; separation-from-service agreements exist only for certain executives entered pre‑2014 (named: Holding, Nix, Bryant, Bristow). No separate agreement is disclosed for Mr. Ludwig .
- Non-compete/Garden leave: Separation-from-service agreements (where applicable) require post-term consulting and non-compete during payment period; these provisions are not disclosed for Mr. Ludwig .
- Severance/Change-of-control: No change-of-control arrangements for NEOs; severance benefits arise via pension/401(k)/LTIP/MPP plan provisions (pro-rata, committee discretion) upon certain events; not individualized to Mr. Ludwig .
Performance & Track Record
| Company KPI | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 investment | $108 | $157 | $144 | $268 | $400 |
| Peer Group TSR – Value of $100 | $90 | $124 | $98 | $97 | $133 |
| Net Income ($mm) | $492 | $547 | $1,098 | $11,466 (includes SVB gain) | $2,778 |
- 2024 operating highlights: Net interest income $7.14B (+6% YoY), loans $140.22B (+5%), deposits $155.23B (+6%), CET1 ratio 12.99%, strong liquidity ($59.34B; ~27% of assets); repurchased 814,641 Class A shares for $1.66B in 2H24 .
Compensation Committee Analysis
- Committee composition: Independent directors; chaired by Lead Independent Director Robert T. Newcomb; retains Pay Governance LLC as independent compensation consultant .
- Process & peer group: Annual review with market and survey data; 12 regional banking peers (Capital One, Citizens, Comerica, Fifth Third, Huntington, KeyCorp, M&T, PNC, Regions, Truist, Webster, Zions); the committee generally compares NEOs to the 50th percentile, with adjustments based on performance, role scope, and internal equity .
- Say‑on‑pay: 2024 ballot approved with >98% support; frequency set to annual in 2023 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives; exceptions require Audit approval, reducing alignment risks from collateralized holdings .
- Clawbacks: Robust clawback mechanisms across LTIP/MPP .
- Related-party transactions oversight: Audit Committee annually reviews related-person transactions and hedging/pledging exceptions .
- Insider trading and trading pressure: Mr. Ludwig’s only reported open-market transaction was a personal purchase of 150 shares in Feb 2022; no reported sales, limiting near-term selling pressure signal .
Expertise & Qualifications
- Core credentials: 25+ years of HR leadership across financial services and technology; enterprise scope across talent acquisition, development, compensation, benefits, inclusion, HR governance, and operations at FCB .
- Education: B.S. in Business Administration, University of Florida .
Equity Ownership & Insider Activity (Detail)
| Date | Transaction | Shares | Price | Value |
|---|---|---|---|---|
| Feb 24, 2022 | Open-market purchase (Form 4) | 150 | $725.86 | $108,879 |
Investment Implications
- Alignment: Cash-based LTIP tied to 3-year TBV+D growth with clear payout schedules (50%/100%/150%) and annual MPP awards tied to integration milestones indicates programmatic alignment of executive incentives with long-term value creation and merger execution; clawbacks add risk control .
- Selling pressure: Absence of equity grants and prohibition of pledging/hedging reduce forced selling and collateral risk; Ludwig’s insider history shows only a purchase, not sales .
- Retention: No employment or CoC agreements are disclosed for NEOs; separation agreements exist only for certain executives from pre‑2014, with non-compete obligations; no such agreement is disclosed for Mr. Ludwig, placing emphasis on ongoing incentive awards and role scope for retention .
- Execution risk: MPP constructs directly incentivize integration outcomes (CIT, SVB), and company performance/TSR trends show strong realization post‑SVB; continued linkage of incentives to TBV+D supports focus on durable capital accretion .