West L. Ludwig

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 .