UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

FIRST CITIZENS BANCSHARES

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Post Office Box 27131

Raleigh, North Carolina27611-7131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of First Citizens BancShares, Inc. will be held at the First Citizens Center located at 4300 Six Forks Road, Raleigh, North Carolina, at 9:00 a.m. EDT on Tuesday, April 28, 2015.26, 2016.

The purposes of the meeting are:

At the Annual Meeting, you may cast one vote for each share of our Class A Common Stock, and 16 votes for each share of our Class B Common Stock, you held of record on March 2, 2015,February 29, 2016, which is the record date for the meeting.

You are invited to attend the Annual Meeting in person. However, if you are the record holder of your shares of our common stock, we ask that you appoint the Proxies named in the enclosed proxy statement to vote your shares for you by signing, dating and returning the enclosed proxy card, or following the instructions in the proxy statement to appoint the Proxies by Internet, even if you plan to attend the Annual Meeting.telephone or Internet. If your shares are held in “street name” by a broker or other nominee, the record holder of your shares must vote them for you, so you should follow your broker’s or nominee’s directions and give it instructions as to how you want it shouldto vote your shares. Doing thatEven if you plan to attend the Annual Meeting, voting by proxy will help us ensure that your shares are represented and that a quorum is present at the Annual Meeting. Even ifmeeting. If you sign a proxy card or appoint the Proxies by telephone or Internet, you may stilllater revoke your appointment lateror change your vote or attend the Annual Meeting and vote in person.

This notice and the enclosed proxy statement and proxy card are being mailed to our shareholders on or about March 16, 2015.14, 2016.

By Order of the Board of Directors

Kathy A. Klotzberger

Secretary

TABLEOF CONTENTS

Post Office Box 27131

Raleigh, North Carolina27611-7131

PROXY STATEMENT

ANNUAL MEETINGOF SHAREHOLDERS

General

This proxy statement is dated March 9, 2015, and is being furnished to our shareholders by our Board of Directors in connection with our solicitation of appointments of proxies in the form of the enclosed proxy card for use at the 2015 Annual Meeting of our shareholders and at any adjournments of the meeting. The Annual Meeting will be held at the First Citizens Center located at 4300 Six Forks Road, Raleigh, North Carolina, at 9:00 a.m. EDT on Tuesday, April 28, 2015.

In this proxy statement, the terms “you,” “your” and similar terms refer to the shareholder receiving it. The terms “we,” “us,” “our” and similar terms refer to First Citizens BancShares, Inc. and, as the context may require, collectively to us and First-Citizens Bank & Trust Company, our bank subsidiary. “FCB” refers to First-Citizens Bank & Trust Company. “IronStone Bank” refers to our former bank subsidiary which was merged into FCB during 2011.

“Bancorporation” refers to First Citizens Bancorporation, Inc., Columbia, South Carolina, which, along with its bank subsidiary, First Citizens Bank and Trust Company, Inc. (“FCB-SC”), we acquired in a merger transaction during 2014 (the “Merger”).

Post Office Box 27131

ProposalsRaleigh, North Carolina27611-7131

PROXY STATEMENT

ANNUAL MEETINGOF SHAREHOLDERS

This proxy statement is dated March 7, 2016, and is being furnished to be Voted onour shareholders by our Board of Directors in connection with our solicitation of appointments of proxies in the form of the enclosed proxy card for use at the Annual Meeting

At the2016 Annual Meeting record holders of our common stock will:shareholders and at any adjournments of the meeting.

In this proxy statement, except where the context indicates otherwise:

The following are some questions that you, as a shareholder, may have regarding the Annual Meeting, and brief answers to those questions. We urge you to carefully read the remainder of this proxy statement because the information in these questions and answers does not provide all of the information that will be important to you with respect to the Annual Meeting and proposals to be voted on at the meeting.

QUESTIONSAND ANSWERSABOUTTHE ANNUAL MEETING

Our Board of Directors unanimously recommends that you vote “FOR” the election of each of the 13 nominees for director named in this proxy statement, “FOR” Proposals 2 and 3, and “AGAINST” Proposal 4.

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How You Can Vote at the Annual Meeting

Record Holders.If your shares of our common stock are held of record in your name, you can vote at the Annual Meeting in any of the following ways.

Q:	How does the Board of Directors recommend that I vote?

If you appoint the Proxies by telephone or Internet, you need not sign and return a proxy card. You will be appointing the Proxies to vote your shares on the same terms and with the same authority as if you marked, signed and returned a proxy card. TheWhether you return a proxy card or appoint the Proxies by telephone or Internet, the authority you will be giving the Proxies is described below and in the proxy card enclosed with this proxy statement.

Shares Held in “Street Name.”Only the record holders of shares of our common stock or their appointed proxies may vote those shares. As a result, if your shares of our common stock are held for you in “street name” by a broker or other nominee (such as a bank or custodian), then:

Brokers and other such nominees typically have the discretionary authority to vote shares they hold for their clientscustomers on routine matters, such as proposals to ratify the appointment of independent accountants, when no instructions are received from beneficial owners of the shares. However, applicable rules generally prohibit brokers from voting their customers’ shares on matters designated by the rules as “non-routine” unless the beneficial owners of the shares provide voting instructions. As a result, if your shares are held by a broker, it may not vote your shares at the Annual Meeting in the election of our directors or on ProposalsProposal 2 or 4 unless you provide voting instructions. To ensure that your shares held by a broker are represented at the Annual Meeting and voted in the manner you desire,it is important that you instruct your broker as to how it should vote your shares.

Solicitation and Voting of Proxy Cards

If you are the record holder of your shares

We will pay all costs of our common stock, a proxy card is included withsolicitation of appointments of proxies for the Annual Meeting, including costs of preparing and mailing this proxy statement that provides for youand expenses associated with the telephone and Internet voting facilities. We are requesting banks, brokers, custodians and other nominees and fiduciaries to name fourforward copies of our directors (Hope H. Bryant, H. Lee Durham, Jr., Frank B. Holding, Jr.proxy solicitation materials to their principals and Lucius S. Jones), or any substitutes appointed by them, individuallyrequest their voting instructions, and as a group, to act as your “Proxies” and vote your shares atwe will reimburse those persons for their expenses in doing so.

In connection with the Annual Meeting. We ask that you mark your proxy card to indicate how your shares should be voted, sign and date it, and return it in the enclosed envelope, or follow the instructions abovesolicitation of appointments of proxies for appointing the Proxies by Internet, so that your shares will be represented and voted at the meeting. If you own shares of both classes of our common stock and received two proxy cards with this proxy statement, please mark, sign and return both cards.

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In voting by proxy, you should be aware of the following things.

Revocation of Proxy Cards; How You Can Change Your Voting Instructions

meeting. If you own shares of both classes of our common stock and received two proxy cards with this proxy statement, please mark, sign and return both cards or appoint the Proxies by telephone or Internet to vote your shares covered by both cards.

Record Holders.If you are the record holder of your shares and you sign and return a proxy card or appoint the Proxies by telephone or Internet, and you later wish to change the voting instructions or revoke the authority you gave the Proxies, you can do so before the Annual Meeting by taking the appropriate action described below.

To change the voting instructions you gave the Proxies, whether by returning a proxy card or appointing the Proxies by telephone or Internet, you can:

You may obtain another proxy card by calling Broadridge Corporate Issuer Solutions, Inc. at855-449-0981. Whether you return a proxy card or voteappoint the Proxies by telephone or Internet, the Proxies will follow the last voting instructions received from you before the voting takes place at the Annual Meeting.

To revoke your proxy card or your appointment of the Proxies by telephone or Internet, you can:

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Shares Held in “Street Name.” If your shares are held in “street name” and you want to revoke or change voting instructions you have given to your broker or other nominee, you must contact your broker or nominee and follow its directions.

Expenses and Method of Solicitation

We will pay all costs of our solicitation of proxy cards for the Annual Meeting, including costs of preparing and mailing this proxy statement. We are requesting banks, brokers, custodians and other nominees and fiduciaries to forward copies of our proxy solicitation materials to their principals and request their voting instructions, and we will reimburse those persons for their expenses in doing so. In addition to solicitation by mail, our and FCB’s directors, officers and employees may solicit proxy cards, personally or by telephone, electronic mail or other methods of communication, but they will not receive any additional compensation from us for doing so.

In connection with the solicitation of proxy cards for the Annual Meeting, we have not authorized anyone to give you any information, or make any representation, that is not contained in this proxy statement. If anyone gives you any other information or makes any other representation, you should not rely on it as having been authorized by us.

Record Date and Voting Securities

The close of business on March 2, 2015, is the “Record Date” we are using to determine which shareholders are entitled to receive notice of and to vote at the Annual Meeting and how many shares they are entitled to vote. Our voting securities are the 11,005,220 shares of Class A Common Stock (“Class A Common”) and 1,005,185 shares of Class B Common Stock (“Class B Common”) that were outstanding on the Record Date. You must have been a record holder of our stock on that date in order to vote in person or by proxy at the meeting.

Quorum and Voting Procedures

A quorum must be present for business to be conducted at the Annual Meeting. For all matters to be voted on at the meeting, a quorum will consist of shares representing a majority of the aggregate votes entitled to be cast by holders of outstanding shares of Class A Common and Class B Common that may be voted at the meeting. Shares represented in person or by proxy at the meeting will be counted for the purpose of determining whether a quorum exists. Once a share is represented for any purpose at the meeting, it will be treated as present for quorum purposes for the remainder of the meeting and for any adjournments. If you return a valid proxy card, appoint the Proxies by telephone or Internet, or attend the meeting in person, your shares will be counted as present for purposes of determining whether there is a quorum, even if you abstain or instruct the Proxies to abstain from voting on one or more matters voted on. Broker “non-votes” also will be counted as present in determining whether there is a quorum. Broker “non-votes” will occur if your shares are held by a broker and are voted by the broker on one or more matters at the meeting but are not voted by the broker on a “non-routine” matter because you have not given the broker voting instructions on that matter. If your shares are represented at the meeting with respect to any matter voted on, they will be treated as present with respect to all matters voted on, even if they are not voted on all matters.

You may cast one vote for each share of Class A Common, and 16 votes for each share of Class B Common, that you held of record on the Record Date on each director to be elected and on each other matter voted on by shareholders at the Annual Meeting. Votes may not be cumulated in the election of directors.

Vote Required for Approval

Our directors are elected by a plurality of the votes cast in elections. In the election of directors at the Annual Meeting, the 13 nominees receiving the highest numbers of votes will be elected. For each of Proposals 2, 3 and 4 to be approved, a majority of the votes entitled to be cast on each Proposal with respect to shares present in person or represented by proxy at the Annual Meeting must be cast in favor of the proposal. Abstentions and brokernon-votes will have no effect in the voting for directors. Abstentions will have the same effect as votes against Proposals 2, 3 and 4 and any other matter voted on by our shareholders at the Annual Meeting, but broker non-votes will have no effect in the voting on those matters.

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PROPOSAL 1: ELECTIONOF DIRECTORS

Our Board of Directors recommends that you vote “FOR” each of the 13 nominees named below.

General

Our Bylaws provide that:

Nominees

Our Board of Directors has set the number of our directors at 13 for the year following the Annual Meeting and, following the recommendation of our Compensation, Nominations and Governance Committee, it has nominated the 13 current directors named in the table below for re-election as directors at the meeting. If, before the Annual Meeting, any nominee becomes unable or unwilling to serve as a director for any reason, the Board of Directors may name a substitute nominee or, if the Board elects not to name a substitute nominee, the number of our directors will be reduced accordingly.

The following table lists information about each nominee, including a description of his or her principal occupation and business experience.

Name and Age		Current Positions (1)		Independent Director (2)		Year First Elected (3)		Principal Occupation             and Business Experience
Daniel L. Heavner 6768		Director		Yes		2007		Managing partner, Heavner Furniture Market (retail furniture sales)
Frank B. Holding, Jr. (4)(5)(6) 5354		Director; our and FCB’s Chairman and Chief Executive Officer		No		1993		Our and FCB’s executive officer

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Factors Bearing on Selection of Nominees

The experience, qualifications, attributes, skills and other factors that led our Board to conclude that each nominee listed in the table above should serve or continue to serve as a director are described below.

John M. Alexander, Jr.

Victor E. Bell III

Peter M. Bristow

Hope H. Bryant

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H. Lee Durham, Jr.

Daniel L. Heavner

Frank B. Holding, Jr.

Robert R. Hoppe

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Lucius S. Jones

Floyd L. Keels

Robert E. Mason IV

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Management experience derived from more than 18 years in managing, operating, and growing a successful industrial automation and engineering services business.

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National and international business perspective derived from his business experience.

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Understanding of the financial needs and operations of small and mid-size businesses, FCB’s largest business segment.

Robert T. Newcomb

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James M. Parker

CORPORATE GOVERNANCE

Our Board of Directors has adopted Corporate Governance Guidelines that describe principles and practices that our Board will follow in carrying out its responsibilities. Together with our Bylaws, those Guidelines establish various processes related to the structure and leadership of our Board and the governance of our organization, including certain of the matters described below.organization.

Director Independence

Determination of Independent Directors.EachOur Corporate Governance Guidelines provide that each year our Board of Directors reviewswill review transactions, relationships and other arrangements involving our directors and determinesdetermine which of the directors the Board considers to be “independent.” In making those determinations, the Board applies the independence criteria contained in the listing requirements of The NASDAQ Stock Market (“Nasdaq”). The Board has directed our Compensation, Nominations and Governance Committee to assess each outside director’s independence and report its findings to the Board in connection with the Board’s annual determination, and, between those annual determinations, to monitor the status of each director on an ongoing basis and inform the Board of changes in factors or circumstances that may affect a director’s ability to exercise independent judgment. The following table lists our current directors, persons who served as directors during 2014,2015, and nominees for election as directors at the Annual Meeting, whom our Board believes were during their terms of office, and will be if elected, “independent” directors under Nasdaq’s criteria.

In addition to the specific Nasdaq criteria, in assessing each director’s or nominee’s independence, the Compensation, Nominations and Governance Committee and the Board consider whether they believe transactions

that are disclosable in our proxy statements as “related person transactions,” as well as any other transactions, relationships, arrangements or other factors known to the Committee or the Board, could impair that director’s ability to exercise independent judgment. In its determination that the directors named above are or were independent, the Committee and the Board considered those transactions and relationships described below under the heading “TRANSACTIONSWITH RELATED PERSONS,” as well as: (1) FCB’s lending relationships with directors who are loan customers and whose loans are subject to laws and regulations pertaining to loans to directors (including the requirement that those loans be approved by a majority of the full Board); (2) Mr. Heavner’s and his family’s interest, and his position as a general partner, in a real estate partnership in which a company owned by our former Executive Vice Chairman, Frank B. Holding, and his family members also is a partner and holds an interest; and (3) services provided from time to time by Mr. Newcomb’s mechanical contracting firm, directly and on a competitive bid basis as a contractor or subcontractor, in connection with the maintenance, construction or renovation of facilities owned, leased or managed by FCB.

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Executive Sessions of Independent Directors.Our independent directors meet separately, without management or non-independent directors, in conjunction with each regular quarterly meeting of our Board. At their discretion, they may hold separate meetings other than in conjunction with Board meetings, and such a meeting will be held at the request of any independent director. During 2014,2015, the independent directors met in executive session following each of the Board’s quarterly meetings and once in a special meeting.meetings.

Lead Independent Director.Under our Corporate Governance Guidelines, if the Chairman elected by our Board is not an independent director, then each year our independent directors will designate a separate “Lead Independent Director.” Even if the Chairman is an independent director, our independent directors still may, at their option, designate a Lead Independent Director. Lucius S. Jones, who currently serves as Chairman of our Compensation, Nominations and Governance Committee, has been designated and currently serves as our Lead Independent Director.

Under the Guidelines, the duties of our Lead Independent Director include:

A special meeting of the Board or any committee of the Board will be called at the Lead Independent Director’s request. Also, while our Chairman sets the agenda for each Board meeting and any director may propose agenda items, a matter will be placed on the agenda for any regular or special Board or committee meeting at the Lead Independent Director’s request.

Board Leadership Structure

Our Board performs its oversight role through various committees which are appointed by the Board after consideration of the recommendations of our independent Compensation, Nominations and Governance Committee. Those committees may be established as separate committees of our Board or as joint committees of our and FCB’s Boards. The Boards annually elect a Chairman whose duties are described in our Bylaws and, currently, our Chief Executive Officer also serves as Chairman of our and FCB’s Boards. Although our Bylaws contemplate that our Chairman will be considered an officer, our Board may select any of its members as its Chairman and has no formal policy as to whether our Chief Executive Officer will or may serve as Chairman or whether any other director, including an independent director, may be elected to serve as Chairman.

Because our Chief Executive Officer currently serves as Chairman and members of our management beneficially own large percentages of our voting stock, our Board recognizes the potential for management’s influence over the Boards and the Boards’ processes to diminish the effectiveness of our independent directors and the independent directors’ ability to influence our policies and the Boards’ decisions. As a result, and as required by our Corporate Governance Guidelines, our independent directors have designated a separate Lead Independent Director who has the duties and authority described above under the caption “Lead Independent Director,” including the calling of meetings of the Boards and placement of matters on the agenda for Board meetings.

As described below under the heading “COMMITTEESOF OUR BOARDS,” all matters pertaining to executive compensation, the selection of nominees for election as directors, the appointment of members of Board committees, the approval of transactions with related persons, and various other governance matters, are subject to the review and approval or recommendation of Board committees made up entirely of independent directors. Our Corporate Governance Guidelines also provide that:

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Our Board believes that the provisions described above enhance the effectiveness of our independent directors and provide for a leadership structure that is appropriate for our company, without regard to whether our Chairman is an independent director.

Boards’ Role in Risk Management

Risk is inherent in any business and, as is the case with other management functions, our senior management has primary responsibility for day-to-day management of the risks we face.business. However, as a financial institution, our business involves financial risks that do not exist, or that are more extensive than the risks that exist, in some other types of businesses. We are subject to extensive regulation specific to the banking industry that requires us to assess and manage those risks, and during their periodic examinations our banking regulators assess our and the Boards’ performance in that regard. Our Boards understand that risk is inherent in our business, and they strive to ensure that risk management is a part of our business culture and that our policies and procedures for assessing, monitoring and limitingmanaging risk are part of our daily decision-making process. TheAs is the case with other management functions, our senior management has primary responsibility for day-to-day management of the risks we face. However, the Boards’ role in risk oversight is an integral part of our overall enterprise risk management framework. The Boards administer their risk oversight function primarily through committees which may be established as separate or joint committees of our and/or FCB’s Boards, including a joint Risk Committee that oversees our enterprise-wide risk management and enhances the Boards’ ability to fulfill their responsibility to oversee our enterprise-wide risk management framework.

The Risk Committee structure is designed to allow for information flow and escalation of risk relatedrisk-related issues and includes Board, executive and management level committees. The Risk Committee provides a report on risk management to the full Boards on at least a quarterly basis. Our Chief Risk Officer, Chief Financial Officer, Chief Legal Officer, Chief Credit Policy Officer, Chief Compliance Officer, and other officers who oversee certainrepresenting other departments or functions within our and FCB’s operations, including the Corporate Finance Department, make quarterly reports directly to the Risk Committee. In addition, the Risk Committee may coordinate with the Audit Committee for the review of financial statement and related risks and other areas of joint responsibility, and with the Compensation, Nominations and Governance Committee for review of compensation- and corporate governance-related risks. Information regarding the function and responsibilities of these three committees is contained below under the heading “COMMITTEESOFTHE BOARD.”

We believe our regulatory environment and our committee structure result in our Boards being more active in risk management oversight than the boards of corporations that are not, or that are not regulated as extensively as, financial institutions. The involvement of our committees in the Boards’ oversight function enhances our Boards’ effectiveness and leadership structure by providing opportunities for outside directors to become more familiar with FCB’s critical operations and more engaged in the Boards’ activities with respect to risk management.

Attendance by Directors at Meetings

Board of Directors Meetings. Our Board of Directors met sixfive times during 2014, including four2015 in joint meetings with FCB’s Board. Our Corporate Governance Guidelines provide that directors are expected to regularly attend meetings of the Boards and of the committees on which they serve (subject to circumstances which make their absence unavoidable), to review materials provided to them in advance of meetings, and to participate actively in discussions at meetings and in the work of the committees on which they serve. Except as described below, eachTwelve of our 13 current directors attended at least 75%100% of the aggregate number of meetings of our Board and any committees of our Board on which he or she served. Due to administrative errors in scheduling, Mr. Bristow did not attendserved, and one director attended over 90% of two meetings of FCB-SC’s Board’s separate Trust Committee held during the month following the Merger and, as a result, attended two of a total of three meetings (one Board meeting and two FCB-SC Trust Committee meetings) held after his appointment.meetings.

Annual Meetings. Attendance by our directors at Annual Meetings of our shareholders gives directors an opportunity to meet, talk with and hear the concerns of shareholders who attend those meetings, and it gives those shareholders access to our directors that they may not have at any other time. In order to facilitate directors’ attendance, we schedule our Annual Meetings on the same dates as regular meetings of the Board of Directors. Our

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Board recognizes that our outside directors have their own business interests and are not our employees, and that it is not always possible for them to attend Annual Meetings. However, our Board believes that attendance by directors at our Annual Meetings is beneficial to us and to our shareholders, and our Corporate Governance Guidelines provide that our directors are strongly encouraged to attend each Annual Meeting. TwelveAll of our 13 directors then in office attended our last Annual Meeting, which was held during April 2014, and one director was unable to attend due to illness.2015.

Communications with Our Board

Our Board of Directors encourages our shareholders to communicate their concerns and other matters related to our business, and the Board has established a process by which you may send written communications to the Board or to one or more individual directors. You may address and mail your communication to:

Board of Directors

First Citizens BancShares, Inc.

Attention: Corporate Secretary

Post Office Box 27131 (Mail Code FCC22)

Raleigh, North Carolina 27611-7131

You also may send communications by email tofcbdirectors@firstcitizens.com. You should indicate whether your communication is directed to the entire Board of Directors, to a particular committee of the Board or its Chairman, or to one or more individual directors. All communications will be reviewed by our Corporate Secretary and, with the exception of communications our Corporate Secretary considers to be unrelated to our or FCB’s business, forwarded to the intended recipients. Copies of communications from a customer of FCB or one of its subsidiaries relating to a deposit, loan or other financial relationship or transaction will be forwarded to the department or division most closely associated with the subject of the communication, with a copy to the Chairman of the Compensation, Nominations and Governance Committee, and to any particular director named in the communication.

Code of Ethics

Our Board of Directors has adopted three codes of ethics that apply separately to our and FCB’s financial officers, directors, and all employees, respectively. The code that applies to our financial officers is posted on FCB’s Internet website, and a link to the code may be found atwww.firstcitizens.com/about/who-we-are /governancewho-we-are/governance. It covers our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, and other senior financial officers who have primary responsibility for our financial reporting and accounting functions. Among other things, all three codes are intended to promote:

We have established a means by which officers, employees, customers, suppliers, shareholders or others may submit confidential and anonymous reports regarding ethical or other concerns about our company, FCB, or any of our respective employees. Reports may be submitted online through FCB’s Internet website atwww.firstcitizens.com/about/who-we-are/report-concerns. Anyone wishing to submit a report also may do so online atsecure.ethicspoint.com/domain/media/en/gui/14505/index.html or by telephone by calling (800) UREPORT(800-873-7678).

COMMITTEESOF OUR BOARDS

General

Our Board of Directors has three standing committees that assist the Board in oversight and governance matters. They are the Audit Committee, the Risk Committee, and the Compensation, Nominations and Governance Committee, each of which operates under a written charter approved by our Board that sets out the committee’s composition, authority, duties

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and responsibilities. We believe that each member of the Audit Committee and the Compensation, Nominations and Governance Committee is an “independent director” as that term is defined by Nasdaq’s listing standards. A majority of the members of the Risk Committee are independent directors. A copy of the current charter of each of those three committees is posted on FCB’s Internet website, and a link to each charter may be found atwww.firstcitizens.com/about/who-we-are/governance.

Our Board also has an Executive Committee, the current membership of which includes the Chairmen of our Audit Committee, Risk Committee, and Compensation, Nominations and Governance Committee. A majority of the members are independent directors. Under North Carolina banking law, FCB’s Board of Directors is required to have an executive committee which meets as often as required by the Board, but at least once during each month in which the full Board does not meet. Our Executive Committee is a joint committee of our and FCB’s Boards of Directors and meets each month in which there is no regularly scheduled Board meeting and at other times as needs arise. Under our and FCB’s Bylaws, the Committee is authorized to exercise all the powers of the Boards in the management of our affairs when the Boards are not in session, subject to certain statutory limitations and the ability of the full Boards to limit the Committee’s authority. The Committee met elevennine times during 2014.2015.

Members of the Audit Committee and the Compensation, Nominations and Governance Committee must satisfy requirements of Nasdaq’s listing standards and other laws and regulations (including banking and securities laws and regulations) applicable to service on those committees, as well as any membership requirements specified in the committees’ written charters. The current members of each of the above four committees are listed in the following table, and the functions of and other information regarding the Audit Committee, the Risk Committee, and the Compensation, Nominations, and Governance Committee, are described in the paragraphs below.

The Audit Committee, Risk Committee and Compensation, Nominations and Governance Committee are required to meet at least quarterly, and they may meet more frequently as they and/or their Chairmen consider necessary. They also will meet when requested by the Chairman of the Boards or by our Lead Independent Director. In addition to their duties and responsibilities set forth in their charters, each committee is authorized to undertake such other duties and responsibilities within the scope of its primary functions as the committee or the Boards may from time to time deem necessary or appropriate. In discharging its duties, each committee may:

l

conduct investigations and request and consider information (from management or otherwise) as the committee considers necessary, relevant, or helpful in its deliberations and the formulation of its recommendations;

l

seek any information from our or FCB’s employees (each of whom is directed to cooperate with the committee’s requests), or from external parties, and consult to the extent it deems appropriate with the Chairman of the Boards, the Chief Executive Officer, other officers or employees, the Lead Independent Director, and other directors; and

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delegate any of its responsibilities to subcommittees or to individual members to the extent not inconsistent with other sections of its charter (including applicable independence requirements) or applicable laws or regulations.

Each committee member may rely on the advice, expertise and integrity of persons (including our and FCB’s officers and employees) and organizations that provide information to the committee, and the accuracy and

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completeness of the financial and other information provided to the committee, absent actual knowledge that such reliance is not reasonable or warranted. In the performance of each committee’s responsibilities, each committee member (and the committee as a whole) is under a continuing duty to exercise independent judgment on an informed basis, in good faith, and in a manner each considers to be in our and FCB’s best interests.

Audit Committee

Function. Our Audit Committee is a joint committee of our and FCB’s Boards of Directors and met 15nine times during 2014.2015. In addition to being independent directors, under the Committee’s charter all members must be able to read and understand fundamental financial statements, and at least two members must have banking or financial management expertise sufficient to comply with applicable regulations of the Federal Deposit Insurance Corporation. At least one member must have past employment experience in finance or accounting, professional certification in accounting, or other comparable experience or background, which results in that person’s financial sophistication sufficient to comply with Nasdaq’s applicable requirements.

In addition to its other duties and responsibilities under its charter, in general the Committee is responsible for:

The Audit Committee also is responsible for establishing procedures for the receipt, retention and treatment of complaints from employees, customers, suppliers, shareholders or others related to accounting and financial processes and reporting, internal controls, and auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding those matters, and for evaluating any fraud, whether or not material, that involves management or other employees who have a significant role in our internal controls. Also, under the Boards’ written

policy described below under the heading “TRANSACTIONSWITH RELATED PERSONS,” the Committee is responsible on an ongoing basis for the review and approval of certain transactions, arrangements or relationships with us or FCB in which one of our related persons has a material interest.

The Committee reviews various reports from our independent accountants (including their annual report on our audited consolidated financial statements), financial reports we file under the Securities Exchange Act of 1934, and reports of examinations by our regulatory agencies. Our General Auditor reports directly to our Audit Committee. At least quarterly, the Committee reviews reports on the work performed by FCB’s Corporate Finance Department. Our Chief Compliance Officer reports to the Committee regarding transactions with our related persons as well as all reports of suspicious activity filed by FCB.

Information regarding the process for and factors considered in the Audit Committee’s selection of our independent accountants each year is contained under the heading “PROPOSAL 3: RATIFICATIONOF APPOINTMENTOF INDEPENDENT ACCOUNTANTS.”

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Audit Committee Financial Expert. H. Lee Durham, Jr., the Committee Chairman and one of our independent directors, is a retired partner in the accounting firm of PricewaterhouseCoopers LLP. He has 32 years of public accounting and audit experience, much of which involved financial institutions and other public companies. Our Board of Directors has designated Mr. Durham as the Committee’s “audit committee financial expert,” as that term is defined by the rules of the Securities and Exchange Commission.

Audit Committee Report

This report is furnished by the Audit Committee, the members of which are named below.

Our management is responsible for our financial reporting process, including our system of internal controls and disclosure controls and procedures, and for the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our independent accountants are responsible for auditing those financial statements. The Audit Committee oversees and reviews those processes. In connection with the preparation and audit of our consolidated financial statements for 2014,2015, the Committee has:

Based on the above reviews and discussions, the Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our 20142015 Annual Report on Form10-K as filed with the Securities and Exchange Commission.

The Audit Committee:

H. Lee Durham, Jr.            John M. Alexander, Jr.            Victor E. Bell III            Robert R. Hoppe

Risk Committee

Our Risk Committee is a joint committee of our and FCB’s Boards of Directors and met nine times during 2014.2015. Under its charter, and among other duties and responsibilities as may be assigned from time to time by the Boards, the Committee is directed to:

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review, approve and monitor adherence to our and FCB’s risk appetite and supporting risk tolerance levels;

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evaluate, monitor and oversee the adequacy and effectiveness of our and FCB’s risk management framework, within which our management is responsible for defining and executing enterprise-wide risk management programs to ensure appropriate risk identification, measurement, aggregation and reporting;

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monitor the work of and receive reports from management and our Enterprise Risk Oversight Committee (a staff committee of the Risk Committee) to ensure that risks are managed within approved risk tolerances;

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review and approve our and FCB’s corporate policies on an annual basis to ensure that they are consistent with approved risk appetite and risk tolerance levels; and

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review reports of examination by and communications from regulatory agencies, and the results of internal and third party testing, analyses and reviews, related to our and FCB’s risks, risk management, and any other matters within the scope of the Committee’s oversight responsibilities, and monitor and review management’s response to any noted issues.

The Risk Committee also oversees and reviews the results of our annual stress testing which we implemented during 2014 to gauge our capital adequacy under three macroeconomic scenarios set forth by the Federal Reserve Board.

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Our Enterprise Risk Oversight Committee (the “EROC”), which is composed of our executive leadership and chaired by our Chief Executive Officer, reports directly to the Risk Committee. The EROC’s function is to oversee the operation of our risk management framework, ensure that our business units implement processes to identify, evaluate and monitor their risks, and monitor performance relative to our risk appetite and tolerances approved by the Risk Committee. Subcommittees of the EROC include the Asset/Liability Committee, Compliance Risk Committee, Credit Risk Committee, and Operational Risk Committee, Enterprise Risk Data Council, and Stress Testing Committee. Our Chief Risk Officer reports directly to the Risk Committee regarding the work of the Enterprise Risk Management Department and the other departments he oversees, including Corporate Security, Credit Risk Review,Management, and Compliance. Our Chief Financial Officer, Chief Legal Officer, Chief Credit Policy Officer and Chief Compliance Officer and officers representing other departments or functions within our and FCB’s operations, including the Corporate Finance Department, also make periodic reports to the Committee.

Certain matters within the scope of the Risk Committee’s oversight responsibilities also may fall within the responsibilities of one of the Boards’ other committees. To minimize duplication of time and effort, the Risk Committee may defer to other committees with respect to any such specific matters, but it will consult with, and may request reports or information from, those other committees to ensure that those matters are adequately addressed within our and FCB’s enterprise-wide risk management framework. Additional information regarding the Risk Committee’s processes is contained in the discussion under the caption “Board’s Role in Risk Management.”

Compensation, Nominations and Governance Committee

Our Compensation, Nominations and Governance Committee is a joint committee of our and FCB’s Boards of Directors. In addition to being independent directors under Nasdaq’s listing standards, members of the Committee also must satisfy Nasdaq’s heightened independence requirements for members of compensation committees. The Committee met tensix times during 2014.2015.

Nominations Function.In its role as our Board’s nominations committee, the Committee makes recommendations to the Board regarding the selection of nominees for election as directors at our Annual Meetings, candidates for appointment to fill vacancies on the Boards, and candidates for appointment as the members and chairmen of the various committees of the Boards. Each year the Committee also makes recommendations to the Boards regarding the election of our and FCB’s Chairman, Vice Chairman, Chief Executive Officer and President and a recommendation to our independent directors regarding their selection of a Lead Independent Director.

The Committee seeks to recommend Board candidates who have personal and professional integrity, sound judgment, and business acumen, who have the time, ability and commitment to make a constructive and meaningful contribution to the Boards, and who, with other directors, will effectively serve the long-term interests of our shareholders. Candidates also must satisfy applicable requirements of state and federal laws, rules and regulations (including banking regulations) for service as our directors. While our Corporate Governance Guidelines provide that directors are not restricted in their ability to serve on the boards of other companies, the Guidelines state our expectation that our directors’ service as directors of other companies may not interfere with their ability to devote the time and attention required to fulfill their duties and responsibilities to us and our shareholders. Under our Bylaws, to be eligible for election and continued service as a director, a person must own at least 100 shares of our common stock,

individually in his or her own name, jointly with his or her spouse, or in an account for his or her direct benefit. From time to time the Committee or our Board may develop other criteria or minimum qualifications for use in identifying and evaluating candidates to serve as directors. Our Board makes all final decisions regarding nominations.

In identifying potential candidates, the Committee considers incumbent directors as well as candidates who may be suggested by our management, other directors or shareholders. The Committee has not used the services of a third-party search firm. Shareholders who wish to recommend candidates to the Committee should send their recommendations in writing to:

Compensation, Nominations and Governance Committee

First Citizens BancShares, Inc.

Attention: Corporate Secretary (FCC22)

Post Office Box 27131

Raleigh, North Carolina 27611-7131

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Each recommendation should be accompanied by:

A shareholder’s recommendation of a nominee for election at an Annual Meeting must be received by the Committee not later than the 120th day prior to the first anniversary of the date that our proxy statement was first mailed to our shareholders in conjunction with our preceding year’s Annual Meeting. Recommendations submitted by shareholders other than in accordance with these procedures will not be considered by the Committee.

The Committee will evaluate candidates recommended by shareholders in a manner similar to its evaluation of other candidates. In identifying and recommending candidates for election or appointment, the Committee considers the size and composition of the Boards in light of our current and future needs and recommends candidates based on its assessment of, among other things: (1) business, professional, personal and educational background, skills, experience and expertise; (2) community leadership; (3) independence; (4) potential contributions to the Boards that are unusual or unique; (5) knowledge of our organization and our and FCB’s respective operations; (6) personal financial interest in our and FCB’s long-term growth, stability, and success; (7) the performance and past and future

contributions of our current directors, and the value of continuity and prior Board experience; (8) the existence of one or more vacancies on the Boards; (9) our need for directors possessing particular attributes, skills, experience or expertise; (10) the role of directors in FCB’s business development activities; (11) diversity; and (12) other factors that it or our Boards consider relevant, including any specific qualifications that may be adopted from time to time.

While the Committee and our Boards recognize the benefits derived from boardsBoards composed of individuals who bring different attributes, experiences, and perspectives to the Boards’ deliberations, they do not consider diversity for the sake of diversity to be a basis for the nomination, election or appointment of a director, and they have not adopted any written or mandatory diversity policy or criteria applicable to the director nominations process. Accordingly, in evaluating and selecting nominees, diversity is but one of the multiple factors considered by the Committee and the Board. For these purposes, they consider diversity to encompass a variety of characteristics of candidates, including, by way of example, academic background, business experience, geographic location within our banking markets, gender and race.

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For 2015,2016, the Committee recommended to our Board of Directors that our current directors listed above under the caption “Nominees” be nominated for re-election for new terms of office.

Governance Function. In its role as our Board’s governance committee, and among its other governance-related responsibilities, the Committee:

As provided in our Corporate Governance Guidelines and described above under the caption “CORPORATE GOVERNANCE–Director Independence,” our Board also has directed the Committee to assess each outside director’s independence and report its findings in connection with the Board’s annual review of transactions, relationships and other arrangements involving our directors and determination of which of the directors the Board considers to be “independent.” Between those annual determinations, on an ongoing basis the Committee is directed to monitor the status of each director and inform the Board of changes or events that may affect a director’s ability to exercise independent judgment.

Compensation Function.In its role as the joint compensation committee of the Boards, the Committee reviews and provides overall guidance to the Boards regarding our executive compensation and benefit programs. Under its charter, the Committee is directed to establish our overall compensation philosophy and determine the overall risk profile of our compensation program and practices, and to review, at least annually, all of our and FCB’s compensation plans, including all incentive and variable pay plans within specific divisions of FCB, to (1) determine whether there are potential areas of risk that reasonably could be expected to have a material adverse effect on our business and financial results, and (2) ensure continuing oversight and mitigation of risk within our and FCB’s compensation practices. Among

its other duties, the Committee administers and approves all grants and payments of awards under FCB’s Long-Term Incentive Plan (the “LTIP”), and it makes recommendations to the Boards regarding all other executive compensation matters, including:

After receiving the Committee’s recommendations, the Boards make all final decisions on those other compensation matters. The Committee also reviews and makes recommendations to the Boards regarding amounts of compensation paid or provided to our directors.

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In its review and consideration of compensation matters, the Committee works closely with our Chief Human Resources Officer and her staff. In considering compensation to be paid to our directors and our executive officers named in the Summary Compensation Table below, the Committee considers information provided by our Chairman and Chief Executive Officer, including, in the case of officers other than himself, information about those officers’ individual performance and his recommendations as to their compensation.

The Committee may retain the services of consultants or other advisors at our or FCB’s expense, and under its charter the Committee is directly responsible for the appointment, compensation, terms of engagement and oversight of the work of its consultants and advisors. Since 2013, the Committee has retained the services of Pay Governance, LLC, which is a national executive compensation consulting firm.

Following its initial Pay Governance’s engagement by the Committee, Pay Governance met with members of executive management to assess our compensation philosophies and environment, conductedeach year contemplates that it will prepare market and peer analyses relatingcomparing our executives’ compensation rates to the market compensation paid by similar financial services organizations to their officers in similar positions, advise the Committee regarding its responsibilities and developments in compensation rules and practices, consult with our management and the Committee regarding our annual and strategic plans and their compensation recommendations, and assist the Committee in its consideration of new, and changes in existing, compensation plans and strategies. Pay Governance also assists in the preparation and review of the Committee’s discussion of our executive officer positions,compensation program included under the heading “COMPENSATION DISCUSSIONAND ANALYSIS,” and metadditional information about Pay Governance’s work with the Committee to share its findings and discuss our compensation policies and structure. The Committee asked Pay Governance to prepare suggestions for executive compensation structures, including incentive compensation, aligned with the interests of our shareholders and which would provide competitive compensation levels and permit us to attract and retain talented management. Following discussions with our Chief Executive Officer and other members of executive management, Pay Governance met with the Committee and presented its market and peer analyses of our executive officer compensation, by positions, and our director compensation, and its initial recommendations for a revised compensation structure for executive officersis contained under that included an element of incentive compensation. Pay Governance participated in a later meeting during early 2014 at which the Committee approved recommendations to our Boards for 2014 executive salary levels and 2014 director compensation, and at which the Committee discussed implementation of a long-term incentive program for executive officers. Pay Governance also participated in a meeting at which the Committee approved a recommendation that the Boards approve FCB’s Long-Term Incentive Plan (the “LTIP,” which is described in this proxy statement under the captionEXECUTIVE COMPENSATION– Incentive Compensation) and approved the initial grant of “staggered” awards under the LTIP, subject to approval of the Plan by the Boards and shareholders. Our Board approved the LTIP and submitted it for approval by our shareholders at the 2014 Annual Meeting.

With respect to the Committee’s executive compensation decisions for 2015, after discussions with the Chairman and Chief Executive Officer, in early January Pay Governance met with the Committee to share its findings from the 2014 market and peer analyses for executive and director compensation, and it made recommendations for appropriate levels and elements of compensation for our executive officers for 2015, including amounts of executive salaries, and awards ultimately granted by the Committee during 2015 under the LTIP, as well as the compensation of our directors. Pay Governance also consulted with the Committee regarding the Committee’s determination of payments during 2015 for LTIP awards granted during 2014 for the 2014 one-year performance period. However, otherheading. Other than in a consulting and advisory capacity, as described above, Pay Governance has no role in the Committee’s compensation decisions or recommendations made by the Committee to the Boards.

During early January 2015, representatives of Pay Governance has assisted in the preparation and review of the Committee’s discussion of our executive compensation program included below under the heading “COMPENSATION DISCUSSIONAND ANALYSIS.” Additional information about Pay Governance’s workmet with the Committee is contained underto present its market and peer analyses and to discuss our executive and director compensation, market conditions and recent trends in executive compensation practices, our compensation philosophy, and various considerations that heading.may affect our executive and director compensation decisions. Those representatives also met with our Chief Executive Officer to discuss the results of the market and peer analyses, our business strategies and management’s recommendations for 2015 base salaries of executive officers and proposed new LTIP award grants. Pay Governance participated in a later meeting during early 2015 at which the Committee formulated and approved its recommendations to our Boards for 2015 executive salary levels, 2015 director compensation, new LTIP award grants, and the Committee’s determination of the amounts of payments to be made for LTIP awards previously granted for the 2014 one-year performance period.

Pay Governance was retainedserved as the committee’s independent consultant and, during 2014,2015, did not provide other services for us or FCB. In accordance with Nasdaq’s listing requirements, each year the Committee reviews various factors (including the factors described in rules of the Securities and Exchange Commission) that may pose a conflict of interest on the part of its consultants and advisors as well as their individual representatives who provide services to the Committee. No conflict of interest was identified in the most recent review regarding Pay Governance.

In the future, the Compensation, Nominations and Governance Committee will review its engagement of Pay Governance each year, and the Committee may, if it chooses, request and consider proposals from other consulting firms and/or engage different consultants at any time.

Effect of Risk Management on Compensation

The Compensation, Nominations and Governance Committee regularly reviews our compensation philosophy and practices to determine the overall risk profile of our compensation program. As a part of that risk oversight process, on

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an annual basis the Committee reviews all of our and FCB’s compensation plans, including all incentive and variable pay plans within specific divisions of FCB, to identify any potential risks that reasonably could be expected to have a material adverse effect on our business and financial results, and to ensure continuing oversight and mitigation of risk within our compensation practices. At the request of the Risk Committee, the Compensation, Nominations and Governance Committee will make reports or provide information regarding matters relevant to the Risk Committee’s oversight responsibilities for our enterpriseenterprise-wide risk management framework.

Some of our executive officers participate in FCB’s LTIP, and certain business units and divisions within FCB have incentive and variable pay plans that have unique structures, goals and reward levels in which other officers and employees participate. The Committee believes that, as currently administered, the LTIP is focused on performance goals that are aligned with our shareholders’ interests, that none of those other plans provide for award levels that are over-weighted to a specific business unit or service, and that a majority of those incentive plans have maximum payments or payout caps that the Committee believes protect our organization. Based on its most recent review, the Committee believes our and FCB’s current plans present no material risk elements that reasonably could be expected to have a material adverse effect on our business and financial results.

Compensation Committee Report

This report ishas been furnished by the Compensation, Nominations and Governance Committee, the members of which are named below, in the Committee’s capacity as the Boards’ joint compensation committee. The Committee has:

The Compensation, Nominations and Governance Committee:

Lucius S. Jones            H. Lee Durham, Jr.            Robert E. Mason IV            Floyd L. Keels

COMPENSATION DISCUSSIONAND ANALYSIS

In this section, we describe the material components of our executive compensation program for our “Named Executive Officers” whose compensation is set forth in the 20142015 Summary Compensation Table and other compensation tables contained in this proxy statement. Our 20142015 Named Executive Officers are listed below, and we refer to them in this discussion as our “NEOs.”

We also provide an overview of our compensation philosophy and objectives, and we explain how and why the Compensation, Nominations and Governance Committee of our Board arrives at specific compensation policies and decisions involving the NEOs.

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EXECUTIVE SUMMARY

Business Highlights

For the year ended December 31, 2014,2015, our net income totaledwas $210.4 million, or $17.52 per share, an increase from $138.6 million, or $13.56 per share, a decrease from $166.9during 2014. The $71.8 million, or $17.35 per share, during 2013. The $28.3 million, or 17.051.8 percent, decreaseincrease in net income during 2014 primarily resultedwas due to higher net interest income resulting from strong core loan growth, the full year impact of the First Citizens Bancorporation, Inc. (“Bancorporation”) merger and the $42.9 million gain from the continued decline in FDIC-assisted portfolio earnings offset by the net income contribution from the Bancorporation merger, including a $29.1 million gain on Bancorporation sharesacquisition of stock we owned, the impact of lower credit costs, improved investment yields, and loan growth within the originated portfolio.Capitol City Bank & Trust (“Capitol City”). Our return on average assets decreasedincreased to 0.68 percent during 2015, compared to 0.57 percent during 2014, compared to 0.78 percent during 2013.2014. Our return on average shareholders’ equity was 6.147.52 percent and 8.626.14 percent for the respective periods. Business highlights from 2015 included the following:

On October 1, 2014, we acquired First Citizens Bancorporation Inc. (“Bancorporation”), and its bank subsidiary, First Citizens Bank and Trust Company, Inc. (“FCB-SC”), in a merger transaction (the “Merger”). On January 1, 2015, FCB and FCB-SC were combined into one bank. The combined FCB now operates more than 570550 branches in 18 states and the District of Columbia, adding more than 175 locations in South Carolina and Georgia to our existing branch network.Columbia. We are currently the largest family-controlled bank in the nation and the sixth-largest bank franchise headquartered in the Southeast.

Executive Compensation Highlights

The Committee has continued to take significant action to developfocus on performance-based components of executive compensation andin order to improve the overall effectiveness of the program. During 2014,2015, the Committee again engaged Pay Governance LLC to evaluate our executive compensation components and assist the Committee in creating a program

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that is both fair and effective. Following this review, the Committee made the following decisions for 20142015 and 20152016 compensation components:

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2015 Long-Term Incentive Plan Grants– During 2014,2015, the Committee and our Board recommended, and our shareholders approved a performance-based Long-Term Incentive Plan under which cash incentive awards may be granted by the Committee which may be earned over statednew cash-based performance periods based on the extent to which performance objectives set by the Committee are met; and the Committee granted initial staggered awards under the PlanLTIP tied to growth in the tangible book value (TBV) per share of our common stock plus cumulative dividends paid per share on the stock over performance periods of one, two and three years.stock.

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20152016 Award Payments and Grants–During 2015,2016, the Committee approved payment of the one-year initialtwo-year transitional awards previously granted during 2014 under the Long-Term Incentive Plan for the 2014-2015 performance period, and it approved the grant of new awards under the Plan.Plan for a three-year performance period (2016-2018).

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2015 Discretionary Bonuses– During January 2016, the Committee recommended the payment of cash bonuses to our Chief Financial Officer and our President for 2015.

We continue to not maintainhave no change of control agreements with any of our NEOs norand to provide anyno equity-based awards.

Consideration of Last Year’s “Say on Pay”“Say-on-Pay” Vote

At each Annual Meeting since 2011, our shareholders have voted on a non-binding advisory proposal (a “say-on-pay” proposal) to approve the compensation of our NEOs as described in the proxy statement for that meeting. InAs in prior years, and at our 20142015 Annual Meeting, our shareholders overwhelmingly approved the proposal with over 98% of the votes entitled to be cast on the proposal with respect to shares present in person or represented by proxy at eachthe meeting being cast for approval. Among other factors described in this discussion, the Committee considered the voting results on those proposals in connection with its reviews and decision-making process during 20142015 and in the setting of executive officer compensation for 2015.2016.

Another say-on-pay proposal will be submitted for a vote of our shareholders at the 20152016 Annual Meeting. At our 2011 Annual Meeting, our shareholders considered a “say-on-frequency” proposal in which they could indicate whether they preferred that we hold future say-on-pay votes every year, once every two years or once every three years. The majority of votes cast favored a say-on-pay vote every three years. However, following that meeting, our analysis of the voting indicated that a number of shareholders appeared to prefer that a vote be held every year. As a result, based on the recommendationrecommendations of the Committee, our Board of Directors has indicateddetermined that it intends towould submit say-on-pay proposals for a vote of shareholders on an annual basis until the next required say-on-frequency vote by shareholders (theat the 2017 Annual Meeting), or until the Board determines that a different frequency is appropriate.Meeting. Going forward, the results of voting on say-on-pay proposals at each Annual Meeting, as well as any feedback received by the Committee from shareholders outside the voting process, will be taken into consideration each year in the Committee’s continuing evaluation of our executive compensation plans, policies and practices and in its decisions regarding executive compensation.

Our Executive Compensation Philosophy and Objectives

Our executive compensation program is administered by the Committee. The Committee endeavors to both align our executive officers’ compensation with our long-term business philosophy and achieve our objectives of:

Because we do not provide any equity-based compensation to our executive officers, we do not have stock ownership requirements or guidelines for executive officers. However, as discussed elsewhere in this proxy statement,

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our Board of Directors, upon the recommendation of our Audit Committee, has adopted a policy that prohibits our executive officers from hedging, or pledging as collateral for any loan, any shares of our common stock they own, subject to exceptions for certain pledges approved by our Audit Committee following a review of relevant factors and for certain “grandfathered” pledges. For purposes of the policy, a “hedge” means any financial instrument, derivative transaction or trading strategy designed to hedge or offset any decrease in the market value of our stock, such as a covered call, collar, prepaid variable forward sale contract, equity swap, exchange fund or similar transaction.

The Process of Evaluating Executive Officer Compensation

Each year in January, the Committee reviews total compensation paid or provided to our executive officers, considers changes in the executive officers’ base salaries, and makes recommendations to the Boards of Directors for salary increases to our and FCB’s executive officers for the year following our next Annual Meeting. Each year the Committee also will approve payments and the grant of new awards under the Long-Term Incentive Plan. After receiving the Committee’s recommendations, the Boards approve all executive officer compensation, with the exception of payments and awards under the Long-Term Incentive Plan which are the responsibility of the Committee. In reviewing executive officer compensation, the Committee considers:

In setting compensation paid to our executive officers for 2014,2015, the Committee again retained the services of Pay Governance LLC as its independent compensation consultant. As part of their services Pay Governance prepared market analyses for the Committee comparing our executives’ then current compensation rates to the market median compensation paid by similar financial services organizations to their officers in similar positions. The analyses focused on:

For purposes of the market analyses, Pay Governance used Towers Watson’s Financial Services Executive Compensation Database, which includes pay data for nearly 200 financial services industry companies. Our executive positions were compared to similar positions in similarly sized organizations. Statistical regression analyses were also performed to size-adjust the survey data to achieve a close correlation with our total asset scope, providing a more accurate view of the market data.

To further assist the Committee in understanding the compensation marketplace in which we compete, publicly available proxy-reported data were also reviewed for a group of industry peer companies consisting of 19 publicly traded financial institutions that have assets between $15 billion and $70$75 billion and that primarily concentrate on retail and business banking operations headquartered in the United States.

Our peer companies used in making pay decisions for 20142015 consisted of the following 19 companies:

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The Committee generally compares the compensation of each NEO in relation to the 50th percentile of the peer group for similar positions. In addition, the Committee takes into account various factors such as our performance within the peer group, the unique characteristics of each individual’s position, and any succession and retention considerations. In general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned executive officers with strong performance who are viewed as critical to retain would be positioned at the higher end of the competitive range. Generally, differences in the levels of total direct compensation among the NEOs are driven primarily by the scope of their responsibilities, market data for similar positions, and considerations of internal equity.

EXECUTIVE COMPENSATION COMPONENTS

For 2014,2015, our executive compensation program included the following elements:

Base Salaries

Base salaries have historically represented the primary component of our executive compensation program. In making its recommendations regarding 20142015 and 20152016 base salaries for our NEOs, the Committee considered various factors, including our 20132014 and 20142015 financial and operating performance.

Our Chairman and Chief Executive Officer did not receive an adjustment in base salary for 20142015 or 2015.2016. Consideration of 2014his 2015 and 2015 adjustments in his2016 base salary raterates took into account his total compensation, including the discretionary cash bonus paid to him for 2013 performance and the new long-term incentive opportunities provided to him under awards granted in 2014 under the new Long-Term Incentive Plan.

In considering its recommendations for increases for 20142015 and 20152016 in the base salaries of our other NEOs, the Committee took into account their 20132014 and 20142015 total compensation, the market analyses prepared by Pay Governance, and information provided by our Chairman and Chief Executive Officer, including his assessment of those officers’

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individual performance and his recommendations as to their compensation. The Committee also considered the discretionary cash bonuses paid to them for 2013 performance and the new long-term incentive opportunities under awards granted to them in 2014 under the Long-Term Incentive Plan.

The following table shows the base salary rates and percentages of salary increases for our Chairman and Chief Executive Officer and certain of our other NEOs for 2013,2015 and 2016. The 2014 and 2015. Mr. McCoy and Mr. F. Holding are not included in the table because they retired during 2014 and are no longer employed. As part of the effort to move to a more performance-based compensation structure, the Committee did not recommend any salary increases for NEOs for 2014, and only minimal increases for certain NEOs other than our Chairman and Chief Executive Officer for 2015 and, as part of this transition, it approved discretionary cash bonuses for 2013 and, beginning in 2014, award grants under the new Long-Term Incentive Plan. Those 2013 discretionary bonuses are listed in the Summary Compensation Table on the 2013 line of the “Bonus” column, and the long-term incentives are discussed below under the caption “Long-Term Incentives.” The 2013 and 2014 base salary rates in the table reflect the

listed officers’ annual base salary rates approved by the Boards that became effective on April 1 of each year. Because those base salary rates did not become effective until April 1, the salary rates listed for 2013 aresome NEOs in the table below may be higher than the dollar amounts of 2014 and 2015 base salaries thethose officers actually received during 2013those years as listed in the Summary Compensation Table.

Discretionary Bonuses

In previous years, our Chairman and Chief Executive Officer occasionally has recommended, and the Committee has considered, payment of a discretionary cash bonus to one or more individual executive officers based on particular performance and achievements or other factors related to the retention of motivated and talented executive officers. With the exception of payments to former officers of Bancorporation and FCB-SC as described below, FCB paid no discretionary bonuses for 2014 performance to any of the NEOs.

As described in this proxy statement under the caption “EXECUTIVE COMPENSATION –Discretionary Bonuses,” prior to the Merger FCB-SC had a Long Term Compensation Plan (the “LTCP”) under which discretionary cash bonuses were awarded each year to selected salaried associates of FCB-SC and Bancorporation for individual and bank-wide performance during the preceding year. The LTCP has been terminated, and no new awards will be made under it for performance for 2014 or any future year. However, during 2012, 2013 and 2014, FCB-SC’s board of directors approved awards for performance during 2011, 2012 and 2013 which, subject to continued employment requirements, were payable on a deferred basis in 2015, 2016 and 2017, respectively. In connection with the Merger, FCB agreed to assume FCB-SC’s obligation to make those deferred payments to LTCP participants for their previously-approved awards, including awards granted by FCB-SC to Mr. Nix and Mr. Bristow. During February 2015, FCB paid the awards that became payable in 2015. The Committee had no discretion regarding the amounts or timing of the payments. The amounts paid to Mr. Nix and Mr. Bristow are listed on the 2014 line of the “Bonus” column of the Summary Compensation Table.

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Long-Term Incentives

FCB’s Long-Term Incentive Plan (“LTIP”). During 2014, and as part of the effort to move to a more performance-based compensation structure, the Committee and our Board recommended, and our shareholders approved, a performance-based LTIP to reinforce the link between the long-term interests of our executive officers and our shareholders, and to motivate and reward executive officers for their contributions toward achieving our long-term business objectives. Cash incentive awards may be granted by the Committee under the LTIP which may be earned overare expressed as percentages of officers’ base salaries and represent opportunities to receive cash payments following stated performance periods based on the extent to which performance objectives set by the Committee at “threshold” (i.e. minimum), “target” and “stretch” (i.e. maximum) levels are met.met or exceeded during those performance periods. In setting the amounts of awards, the Committee attempts to provide our NEOs with aggregate amounts of salary and incentive opportunities each year that it considers appropriate based on the market analyses of total compensation for officers of other companies in similar positions as our NEOs.

During February 2014, the Committee granted three initial awards under the LTIP to each participant, including awards to each of Mr. F. Holding, Jr., Mr. McCoy, Mrs. Bryant and Mr. Willingham. Mr. Nix, Mr. Bristow and Mr. F. Holding did not receive any awards under the LTIP during 2014. In order to transition into the new LTIP,Plan, the initial awards were “staggered,”“staggered” with one-year, two-year and three-year performance periods commencing January 1, 2014, with the expectation that, following the transition, future awards likely would coverbe granted each year covering new three-year performance periods. UnderConsistent with those initial awards, during January 2015 a new three-year award was granted to each of Mr. Holding, Mrs. Bryant, Mr. Bristow and Mr. Willingham for the 2015-2017 performance period. Three staggered awards for the 2014-2015, 2014-2016 and 2015-2017 performance periods were granted to Mr. Nix who had become an officer of FCB in connection with the Merger and became a participant in the LTIP for the first time in 2015. Mr. Bristow also became a plan participant for the first time in 2015, but awards with performance periods commencing before 2015 were not be granted to him. As was the case with the initial awards, under each of the new awards a percentage (the “Award Percentage,” which could exceed 100%) of the “target amount” of each award could be earned at the end of its performance period based on the rate of growth in the tangible book value (“TBV”) of our common stock plus cumulative dividends per share paid over the performance period that applies to that award (the “TBV+D Growth Rate”). The TBV+D Growth Rate is determined according to the following formula:

(Ending TBV minus Beginning TBV) plus cumulative dividends

Beginning TBV

“Beginning TBV” is establishedmeasured at the beginning of the relevant performance period, while “Ending TBV” is establishedmeasured at the end of the relevant performance period. The Committee believes that book value per share is a key

metric in valuing banks, insurance companies, and investment firms and is closely followed by investors. The threshold, target and maximum performance levels set by the Committee for the one-year awards (2014 performance period) weregranted during 2015 (TBV+D Growth Rates of 10.5%, 22.5% and 36% for the three-year awards, and TBV+D Growth Rates of 3.5%7%, 7.5%15% and 12.0%, which24% for the two-year award granted to Mr. Nix) would result in Award Percentages of 50%, 100% and 125%, respectively, of the target awards.

During January 2015, the Committee approved payments to Mr. F. Holding, Jr., Mr. McCoy (apro rata amount as a result of his retirement during 2014), Mrs. Bryant and Mr. Willingham for the one-year awards previously granted to them for the 2014 performance period. After the elimination of extraordinary and nonrecurring items during 2014 as contemplated by the terms of the LTIP, the Committee determined that our adjusted TBV+D Growth Rate for the 2014 performance period resulted in an Applicable Percentage of 78.9% of target awards and it approved payments at that level, which are listed on the 2014 line of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. No payments were made to Mr. Nix, Mr. Bristow or Mr. F. Holding under the LTIP. A listing of the awards granted during 2014, and additional information regarding the LTIP and the payments approved by the Committee for 2014, is provided in the “GRANTSOF PLAN-BASED AWARDS” table and the narrative discussion that follows it.

During January 2015, the Committee also approved the grant of new awards to selected executive officers under the LTIP. The awards granted to Mr. F. Holding, Jr., Mrs. Bryant and Mr. Willingham are for a three-year performance period. Mr. Nix and Mr. Bristow had not previously received awards under the Plan. Mr. Nix received transitional awards and a three-year award, while Mr. Bristow received a three-year award. The new awards are expressed as percentages of the officers’ salaries and, as was the case with the 2014 awards, may be earned based on our TBV+D Growth Rate during the performance periods in comparison to goals set by the Committee at threshold (i.e. minimum), target and “stretch” levels corresponding to payout opportunities that range from 50% to 125% of the target awards. In setting the percentages, the Committee attempted to provide the NEOs with aggregate amounts of salary and incentive opportunity it considered appropriate based on the market analyses of total compensation for officers of other companies in similar positions as our NEOs. The Committee believes that the performance goals set for the awards are reasonably achievable at the threshold level, but that there is a low probability that we will reach the “stretch” level of performance during anythe performance period.

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The following table lists amounts that could be paid to our listed NEOs at each performance level under awards granted to them during 2015.

FCB-SC’s Senior Executive Management Incentive Plan (“SEMIP”).Prior to the Merger, FCB-SC’s SEMIP provided annual cash incentive compensation for key officers of Bancorporation and FCB-SC. Under the SEMIP, each participant was eligible to receive an award of up to a stated percentage of his or her base salary as of the last day of the calendar year based on the degree of achievement of a weighted combination of corporate and individual goals established for the year in advance by FCB-SC’s compensation committee. Payments of earned awards were made following the end of each plan year upon approval of the committee and Bancorporation’s and FCB-SC’s boards of directors. In connection with the Merger, FCB assumed FCB-SC’s obligation to pay to SEMIP participants (including Mr. Nix and Mr. Bristow) the amounts of awards granted to them by FCB-SC in April 2014, prior to the Merger, which were earned for performance during 2014. The maximum amounts and timing of Mr. Nix’s and Mr. Bristow’s awards were approved by FCB-SC’s compensation committee and board of directors prior to the Merger, and our Committee had no discretion regarding those matters. However, in order to discharge FCB-SC’s obligations assumed by FCB in the Merger, after confirming the extent to which corporate goals and Mr. Nix’s and Mr. Bristow’s individual goals for 2014 had been met,During January 2016, the Committee approved paymentpayments for the two-year awards previously granted for the 2014-2015 performance period. Although our actual TBV+D Growth Rate for the 2014-2015 performance period (as adjusted to themeliminate extraordinary and nonrecurring items during 2014) would result in an Award Percentage of 100%97.77% of their awards. Mr. Nix’sthe target level set by the Committee, the Committee exercised its discretion under the Plan to reduce the Award Percentage to 91.88% of the target awards as an offset to the Merger-related adjustment during 2014 and Mr. Bristow’s awards are listed and described in the “GRANTSOF PLAN-BASED AWARDS” table and the narrative discussion regarding the SEMIPit approved payments to our NEOs at that follows it, and thelevel. Those payments FCB made to those officers are listed on the 20142015 line of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. No payment was made to Mr. Bristow under the LTIP since no award had been granted to him for the 2014-2015 performance period. However, as indicated below under the caption “Discretionary Bonuses,” the Committee recommended a discretionary bonus to Mr. Bristow for 2015.

A listing of the new awards granted during 2015, and additional information regarding the LTIP and the payments approved by the Committee for the 2014-2015 performance period, is provided in the “GRANTS OF PLAN-BASED AWARDS” table and the narrative discussion that follows it.

During January 2016, the Committee also approved the grant of new awards to selected executive officers, including our NEOs, under the LTIP for a three-year performance period (2016-2018). As is the case with all previously granted awards, the new awards may be earned based on our TBV+D Growth Rate during the performance period in comparison to goals set by the Committee at threshold, target and stretch levels corresponding to payout opportunities that range from 50% to 125% of the target awards. The threshold, target and stretch performance levels set by the Committee for the new three-year awards are TBV+D Growth Rates of 10.5%, 22.5% and 36.0%, which would result in Award Percentages of 50%, 100% and 125%, respectively, of the target awards.

The following table lists amounts that could be paid to our NEOs at each performance level under all outstanding LTIP awards they currently hold that may become payable in future years, including the awards granted to them during 2016 for the 2016-2018 performance period.

Discretionary Bonuses

In previous years, our Chairman and Chief Executive Officer occasionally has recommended, and the Committee has considered, payment of a discretionary cash bonus to one or more individual executive officers based on particular performance and achievements or other factors related to the retention of motivated and talented executive officers.

As described in this proxy statement under the caption “EXECUTIVE COMPENSATION – FCB-SC’s Long Term Compensation Plan,” prior to the Merger FCB-SC had a Long Term Compensation Plan (the “LTCP”) under which discretionary cash bonuses were awarded each year to selected salaried associates of FCB-SC and Bancorporation for individual and bank-wide performance during the preceding year. The LTCP has been terminated, and no new awards will be made under it for performance for 2015 or any future year. However, during 2013 and 2014, FCB-SC’s board of directors approved awards for performance during 2012 and 2013 which, subject to continued employment requirements, were payable on a deferred basis in 2016 and 2017, respectively. In connection with the Merger, FCB agreed to assume FCB-SC’s obligation to make those remaining deferred payments to LTCP participants for their previously-approved awards, including awards granted by FCB-SC to Mr. Nix and Mr. Bristow for performance during 2012. On December 31, 2015, those 2012 awards became payable, and FCB has paid Mr. Bristow’s 2012 award. In the case of Mr. Nix’s 2012 award, a condition of the award granted to him during 2015 under FCB’s LTIP for the 2014-2015 performance period was that Mr. Nix would be eligible to receive the greater of the payment due to him for his 2012 LTCP award or the payment for that LTIP award, but not both payments. As a result, no payment was made to Mr. Nix for his 2012 LTCP award. The amount paid to Mr. Bristow for his 2012 LTCP award is included in the amount listed on the 2015 line of the “Bonus” column of the Summary Compensation Table. The Committee had no discretion regarding the amount or timing of that LTCP payment to Mr. Bristow.

During January 2016, the Committee recommended, and the Board of Directors approved, discretionary bonuses for Mr. Nix and Mr. Bristow. In recommending Mr. Nix’s bonus, the Committee considered his 2015 total compensation in relation to the market and peer analyses and the compensation of our other NEOs, and his efforts and performance during 2015 in his new position following the Merger. The Committee recommended the bonus paid to Mr. Bristow as part of his transition into participation in the LTIP and in light of the fact that he had not been granted an LTIP award for the 2014-2015 performance period (which were being paid to all other NEOs in 2016) and would not receive a payment under the LTIP. The Committee also considered Mr. Bristow’s 2015 total compensation in relation to the market and peer analyses, and the amounts of payments under the LTIP that would be made to the other NEOs. The amounts of discretionary bonuses paid to Mr. Nix and Mr. Bristow for 2015 are included in the amounts listed on the 2015 line of the “Bonus” column of the Summary Compensation Table.

Retirement Plans

We provide retirement benefits to our officers and employees undermaintain the following qualified plans:plans under which retirement benefits are provided:

While FCB-SC’s pension plan remains in effect, FCB-SC’s Section 401(k) plans were merged into FCB’s corresponding plans in connection with the Merger, and the plan accounts of FCB-SC’s employees became accounts under our plans.

During 2007, our Board approved changes to our retirement plan program. These changes were recommended by a special committee of the Board and were designed to reduce the volatility of our pension plan expense, while preserving the competitive retirement benefits we provide to our associates. FCB-SC’s board of directors approved similar changes to FCB-SC’s retirement plan program. The changes by both companies included the retention of pension and Section 401(k) plans as they existed at the time the changes were made (now referred to as the “legacy plans”), and the addition of “enhanced” Section 401(k) plans. New associates hired after the changes were made would

participate only in the enhanced Section 401(k) plans and would not become participants in the pension plans. Eligible associates hired by FCB or FCB-SC on or before specified dates made one-time elections to:

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Our former Executive Vice Chairman, Mr. F. Holding (who already had the maximum numberEach of years of service that could be counted under our pension plan and, as indicated below, had begun receiving benefits under that plan) elected to participate in the enhanced Section 401(k) plan. All other NEOs including Mr. P. Bristow and Mr. C. Nix, elected to remain in the legacy plans.

A brief description of our qualified plans is set forth in the table below.

Further information about the terms of FCB’s and FCB-SC’s pension plans (including the calculation of benefits under the plans), as well as our legacy and enhanced Section 401(k) plans (including the calculation of matching contributions), is contained in this proxy statement below under the caption “EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATION – Retirement Benefits and Separation from Service Payments.”

Because Mr. F. Holding beneficially owns more than 5% of our voting stock, federal law required that he begin to receive distributions from the pension plan and Section 401(k) plan when he reached age 70 ¹⁄₂.

Non-Qualified Separation from Service Agreements

FCB has entered into non-qualified separation from service agreements with certain of its executive officers that provide for payments to them for a period of ten years following a separation from service that occurs no earlier than an agreed-upon age. Mr. Nix and Mr. Bristow are parties to substantially similar agreements which were originally entered into between them and FCB-SC and which FCB assumed in connection with the Merger. The agreements are intended to help us retain and reward the long-term loyalty of key officers within our organization, and to assure their continued loyalty following a separation from service. Because payments will be made to the officers only if they continue in FCB’s employment until their agreements vest, the Committee believes the agreements are consistent with our objective of encouraging and rewarding long-term loyalty. The Committee also believes the additional long-term benefit provided to these executive officers under the agreements helps to make our compensation program more competitive given that we have not historically provided equity-based compensation, and we only recently have begun paying long-term incentives, under which the executive officers can build wealth, and we have only recently begun paying long-term incentives.wealth. No payments are made under the agreements until there is a separation from service and, in return for payments, each officer under FCB’s agreements is obligated to provide limited consultation services to, and not to compete against, FCB during the payment period. Further information about the terms of the agreements is contained in this proxy statement below under the caption “EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATION – Retirement Benefits and Separation from Service Payments.”

Our Chairman and Chief Executive Officer recommends officers to the Committee to be considered for an agreement, and he recommends the amount of monthly payments for each officer’s agreement. The Committee

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considers those recommendations in the context of the officers’ positions and other compensation and, if it concurs, it recommends approval to the Boards of Directors. The amounts of payments provided for in each agreement generallythe current agreements with our NEOs are calculated as a percentage,percentages, ranging from 25% to 60%45%, of an officer’sthe officers’ base salarysalaries at the time his or her agreement istheir

agreements were approved. From time to time the agreements may be amended to change the amounts and/or percentages used in the calculation of payments in order to reflect increases in officers’ base salaries. Those adjustments are recommended by the Chairman and Chief Executive Officer to the Committee for consideration and recommendation to the Boards of Directors. There were no adjustments to agreements with our current executive officersNEOs during 2014.

In connection with his retirement on September 2, 2014, Mr. F. Holding became entitled to monthly payments under his separation from service agreement which, as provided in his agreement, will begin six months and one week after his retirement date. During March 2015, he will begin to receive payments of $49,756 per month under his agreement.2015.

Personal Benefits

We do not provide an extensive array of perquisites or personal benefits to our executive officers, other than those benefits (including individual and family group insurance coverages) that are available generally to all our employees. However, for the convenience of our officers, or under our risk management program, from time to time certain of our executive officers do receive, or are deemed to have received, other non-cash benefits that are not directly related to the performance of their duties as executive officers or that otherwise confer a benefit that has a personal aspect. Also, as described below, we have provided some non-recurring personal benefits in connection with the Merger. As part of its review of our executive officers’ overall compensation each year, the Committee reviews all personal benefits being provided or proposed to be provided to executive officers, and it recommends to the Boards of Directors whether those benefits should be approved or continued. Such benefits that certain of our NEOs received, or were deemed to have received, during 20142015 included:

During 2005, and upon the Committee’s recommendation, the Boards of Directors first approved a policy (which was reaffirmed during 2014) under which FCB will, as deemed advisable, install, maintain and monitor security systems in the homes of certain executive officers. The Boards concluded that the safety of our key executive officers is a business concern, and they approved the recommended policy as part of our risk management program. Under the policy, each officer in whose home FCB installs a security system agrees to purchase that equipment from FCB, at its depreciated book value, following retirement or other termination of employment. During 2014,2015, FCB maintained and monitored previously installed security systems in the residences of each of Mr. F. Holding, Jr., Mrs. Bryant and Mr. Willingham and followingMrs. Bryant. Following the Merger, it began monitoring systems atFCB also maintained and monitored a security system that had been installed by FCB-SC in Mr. Nix’s South Carolina home and, following his relocation to North Carolina during 2015, FCB installed and monitored a security system in his new residence. Mr. Bristow’s homes.Bristow also has relocated to North Carolina and, during 2016, we expect to install and monitor a security system in his home.

We monitor our executive officers’ use of administrative personnel. To the extent those employees provide services that relate to the officers’ personal affairs,activities, we estimate the staff time devoted to those services and treat our compensation and benefits expense related to that time as a personal benefit. Those expenses are treated as taxable income to the officers.

Mr. Nix, Mr. Bristow, and our former Executive Vice Chairman, Mr. F. Holding, are the only named executive officers who received personalThe amounts of each NEO’s benefits during 2014 for which we believe our incremental costs exceeded an aggregate of $10,000. The amounts of those benefits we consider those officers to have received$10,000 during 2015 are included in the amounts listed for them on the 20142015 line of the “All Other Compensation” column of the Summary Compensation Table, and the benefits are listed in the footnotes to that table.

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Other Payments

In connection with Mr. McCoy’s retirement on November 5, 2014, FCB entered into a Retirement and Consultation Agreement and Release which provided for:

In connection with Mr. F. Holding’s retirement on September 2, 2014, FCB paid him $57,412 for accrued but unused vacation and other leave time.

Tax and Accounting Implications; Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code and applicable IRS regulations disallow a tax deduction to public corporations for compensation, other than performance-based compensation, over $1 million paid to their chief executive officers and three other most highly compensated executive officers (other than their chief financial officers). The Committee considers the impact of those regulations in connection with its decisions regarding the compensation of our executive officers. However, we reserve the right to pay compensation to executive officers, including our Chief Executive Officer, which may not be deductible. The Committee has determined that a small portion of our Former Executive Vice Chairman’s 2014 compensation will not be deductible under Section 162(m), and, to that extent, will have an effect on our income tax liability.

EXECUTIVE OFFICERS

We consider our and FCB’s officers who are listed below to be our current executive officers. Each individual is subject to re-election as an officer each year.

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Name and Age		Positions with FCB and Us
Donald E. Preskenis 4849		FCB’s Executive Vice President and General Auditor since March 2010. Previously, FCB’s Senior Vice President and Senior Audit Manager from May 2005 to March 2010; Internal Auditor for MassHousing Financing Agency (a state housing agency) from 2004 to 2005; and Vice President and Regional Audit Manager of Sovereign Bank from 2000 to 2004. Employed by FCB since 2005.
Dorothy F. Ramoneda 5657		FCB’s Executive Vice President since January 2014 and Chief Information Officer since 2012. Previously employed by Progress Energy, a North Carolina utilities company, from 1996 to 2012 where she most recently had served as Chief Information Officer since 2002. Employed by FCB since 2012.
Julie M. Sizer 49		FCB’s Executive Vice President and Chief Bank Operations Officer since May 2015. Previously, employed by FCB-SC as Operation and Support Services Director from 2012 to 2015 and Change Management Services Director from 2006 to 2012. Employed by FCB since 2015.

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EXECUTIVE COMPENSATION

Summary

The Summary Compensation Table below shows the cash and certain other compensation paid (or proposed to be paid) or provided by FCB to or deferred by the named executive officers listed in the table (our “NEOs”) for 2015, 2014, 2013, and 2012.2013. Our executive officersNEOs also serve as executive officers of FCB. They are compensated by FCB for their services as its officers, and they receive no separate salaries or other compensation from us. ExecutiveAll of our executive officers are employed on an “at will” basis and are subject to re-election as officers each year, and none of them have employment agreements with us or FCB. We do not have any plans under which stock options or grants or other equity awards are made to executive officers.

Effective on October 1, 2014, we acquired First Citizens Bancorporation, Inc. (“Bancorporation”) and its bank subsidiary, First Citizens Bank and Trust Company, Inc. (“FCB-SC”), in a merger transaction (the “Merger”). Following the Merger, many of theirNEOs or any other officers became our and/or FCB’s officers and employees, including Craig L. Nix and Peter M. Bristow who are named executive officers in the table. The Summary Compensation Table and other tables and discussions below include compensation FCB paid to Mr. Nix and Mr. Bristow for 2014 following the Merger, including amounts representing compensation or benefits for 2014 to which they became entitled prior to the Merger as officers and employees of FCB-SC and for which FCB became responsible for payment in connection with the Merger. The tables and discussions exclude compensation Bancorporation or FCB-SC paid to them prior to the Merger.employees.

SUMMARY COMPENSATION TABLE