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  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

FIRST CITIZENS BANCSHARES, INC.

(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):

4300 Six Forks Road

Raleigh, North Carolina 27609

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of First Citizens BancShares, Inc. will be held at 9:00 a.m. EDT on Tuesday, April 27, 2021.26, 2022. Due to the public health impact of the COVID-19 pandemic, and to protect the health and well-being of our management, directors, associates, shareholders and community, and comply with the currently effective Order of the Governor of North Carolina limiting indoor gatherings, the Annual Meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/FCNCA2021FCNCA2022. A virtual annual meeting is a meeting in which shareholders, management, and directors are not physically in the same room but attend the meeting through means of remote communication. Shareholders may participate in the Annual Meeting virtually via live audio webcast, but there will be no physical meeting location for shareholders to attend the Annual Meeting.

The purposes of the meeting are:

In addition to the matters listed above, at the Annual Meeting our shareholders will vote on such other matters as may properly come before the meeting. The Board of Directors currently knows of no matters that may be voted upon at the Annual Meeting other than the matters set forthlisted above.

The record date for the determination of shareholders entitled to vote at the Annual Meeting is February 26, 202128, 2022 (the “Record Date”). You are entitled to participate remotely in the Annual Meeting if you were a holder of record, or the beneficial owner in “street name,” of shares of our Class A Common Stock or Class B Common Stock as of the close of business on the Record Date. Record holders of sharesShareholders 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 they held of record on the Record Date.

To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/FCNCA2021FCNCA2022 on the meeting date and enter your unique 16-digit “Control Number” which is printed on the proxy card you received with your copy of our Proxy Statement or, if you are the beneficial owner of shares held in “streetstreet name,” on the voting instruction form you received from your bank, broker or other nominee that is the record holder of your shares. The Control Number appears on the portion of your proxy card or voting instruction form that you retain. During the Annual Meeting, you may listen to the proceedings, submit written questions and, if you are a record holder of shares, vote your shares or, if your shares are held in street name, submit your voting instructions to your broker or other nominee, by following the instructions available on the meeting website. A list of shareholders of record will be available for examination by shareholders on the website during the Annual Meeting. Meeting. If you wish to participate in the Annual Meeting but no longer have your Control Number, record holders of shares may obtain their Control Numbers by accessingshareholder@broadridge.com or by calling Broadridge Corporate Issuer Solutions at 855-449-0981 for assistance, and beneficial holders of shares held in street name should call their bank, broker or other nominee.

Help and technical support for accessing and participating in the virtual Annual Meeting will be available on the day of the meeting by calling 844-986-0822 (U.S.) or 303-562-9302 (International). You may begin to log into the meeting website at 8:45 a.m. EDT on the meeting date.

You are invited to participate in the virtual Annual Meeting. 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 and on your proxy card to appoint the Proxies by telephone or Internet. If your shares are held in “street name”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 to vote your shares. Even if you plan to participate in the Annual Meeting, voting by proxy, or giving voting instructions to your broker or nominee, will help us ensure that your shares are represented and that a quorum is present at the meeting. If you sign a proxy card or appoint the Proxies by telephone or Internet, you may later revoke your appointment or change your vote by following the instructions in the accompanying proxy statement, or attend the Annual Meeting remotely and vote your shares you hold of record on the meeting website. Attending the Annual Meeting alone will not revoke a proxy card.

This notice and the enclosed proxy statement and proxy card are being mailed to our shareholders on or about March 9, 2021.2022.

By Order of the Board of Directors

Elizabeth S. OstendorfMatthew G. T. Martin

Corporate Secretary

PROXY STATEMENT TABLE OF CONTENTS

		Physical Address: 4300 Six Forks Road Raleigh, North Carolina 27609 Principal Office Mailing Address: Post Office Box 27131 Raleigh, North Carolina 27611-7131

PROXY STATEMENT

VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is dated March 4, 2021,2022, and is being furnished to our shareholders by ourthe Board of Directors of First Citizens BancShares, Inc., in connection with our solicitation of proxy appointments in the form of the enclosed proxy card for use at the 20212022 Annual Meeting of our shareholders and at any adjournments of the meeting.

WhenSUMMARY

This summary highlights information about our company and where isinformation contained elsewhere in this proxy statement, but it does not contain all the information that you should consider. You should carefully read this entire proxy statement and the detailed financial information contained in our Annual Meeting?Report on Form 10-K for the year ended December 31, 2021, which accompanies this proxy statement, before you vote.

2022 Annual Meeting of Shareholders

www.virtualshareholdermeeting.com/FCNCA2022

Who may vote at the Annual Meeting?Voting Securities

Our Board of Directors has set the close of business on February 26, 2021, as the “Record Date” 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 outstanding shares of our Class A Common Stock (“Class A Common”) and Class B Common Stock (“Class B Common”). On February 26, 2021,the Record Date for the meeting, there were 8,811,22014,973,229 and 1,005,185 outstanding shares of Class A Common and 1,005,185 outstanding shares of Class B Common.Common, respectively. You must have been a record holder of our stock on the Record Date in order to vote on the Annual Meeting website or by proxy at the meeting.

How many votes may I cast at the Annual Meeting?

You may castone 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.

What proposals will be voted on at the Annual Meeting?Proposals and Voting Recommendations

At the Annual Meeting, record holders of our common stock will:

At the Annual Meeting, our shareholders will vote on the following proposals:

Shareholders also will vote on such other matters as may properly come before the meeting.

How does the Board of Directors recommend that I vote?

Our Board of Directors unanimously recommendscurrently knows of no matters that you vote:

“FOR” each ofmay be voted on at the nominees named in this proxy statement for election as directors, and

“FOR” Proposals 2 and 3.Annual Meeting other than the matters listed above.

Additional informationProxy Voting Methods

Shareholders may vote in the following ways. More detailed instructions for voting are contained in this proxy statement under the heading “FREQUENTLY ASKED QUESTIONS ABOUTTHE VIRTUAL ANNUAL MEETING.”

INTERNET Visit www.proxyvote.com and follow the instructions on your proxy card.		TELEPHONE Call 1-800-690-6903 and follow the instructions on your proxy card.		MAIL Sign, date mail your proxy card in the enclosed envelope.		DURING THE MEETING Vote online during the meeting by following the instructions on page 70.

Even if you needplan to know aboutparticipate remotely in the virtual Annual Meeting, to ensure that your shares will be represented at the meeting we encourage record holders of shares to vote their shares in advance online, by phone or by mail, and beneficial holders of shares held in “street name” to give their voting instructions in advance to their banks, brokers or other nominees.

2022 Director Nominees

The 14 nominees for election as directors at the Annual Meeting are listed below. Further information regarding the nominees is contained in this proxy statement under the heading “FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETINGPROPOSAL 1. ELECTIONOF DIRECTORS..”

Board Profile

Board Diversity

The table below contains information regarding the diversity of our current Board of Directors.

Human Capital

Our associates are among our most important assets, and a top priority of our management is ensuring that we attract, retain and develop associates who are aligned with our goals. We aim to foster inclusion of, and provide opportunities for advancement to, all our associates. As of December 31, 2021, women and ethnically diverse associates made up approximately 67% and 28%, respectively, of our total of 6,846 full- and part-time associates. By continuing to commit to inclusion and diversity, we are focused on enhancing associate and customer experiences and relationships and driving innovation of our products and services. The following table reflects the gender diversity of our executive leadership.

A copy of our most recently filed Employer Information Report (EEO-1) is posted on FCB’s website and may be found at www.firstcitizens.com/about-us/inclusion-equity-diversity.

Risk Management

Our Boards of Directors’ role in risk oversight is an integral part of our overall Risk Management Framework. The Boards administer that risk oversight function primarily through committees as described below.

2021 Business Highlights

For the year ended December 31, 2021, our net income was $547.5 million, or $53.88 per common share, compared to $491.7 million, or $47.50 per common share in 2020. The $55.7 million, or 11.3%, increase in net income was primarily due to our strong credit position as demonstrated by a decrease of $95.2 million in provision for credit losses resulting from a $45.8 million reserve release in 2021 driven by improved macroeconomic factors and a decline in net charge-offs. Additionally, noninterest income grew $31.3 million driven primarily by improvements in revenue related to wealth management, card and merchant services, partially offset by lower realized gains on available for sale securities and a decline in mortgage income. Our return on average assets was 1.00% during 2021, down from 1.07% during 2020. Our return on average equity was 12.84% and 12.96% for 2021 and 2020, respectively.

2021 Executive Compensation Actions and Decisions

2021 Corporate Governance Highlights

Proxy Statement Definitions

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

The mailing address of our principal office is Post Office Box 27131, Raleigh, North Carolina 27611-7131.

PROPOSAL 1: ELECTION OF DIRECTORS

General

Our Bylaws provide that:

Our company and FCB each has a board of directors. Historically, the membership of FCB’s Board has been the same as the membership of our Board, and we expect that to continue. Accordingly, we expect to appoint the nominees elected to our Board at the Annual Meeting to also serve as members of the Board of FCB.FCB for the year following the meeting.

OurDuring 2021, our Board of Directors currently consistsconsisted of 11 directors. The number of directors was increased to 14 effective January 3, 2022, upon consummation of our merger with CIT. At that time, and pursuant to the terms of our merger agreement with CIT, three former directors of CIT were appointed to serve as members of our and FCB’s Boards. Following the recommendation of our Compensation, Nominations and Governance Committee, our Board will continue to consist of 14 directors during 2022, and our Board has nominated our 1114 current directors named below (including the three former CIT directors) for re-election at the Annual Meeting. If before the Annual Meeting any nominee becomes unable or unwilling to serve as a director for any reason, including without limitation death, resignation, withdrawal or removal, and if a substitute nominee is not named by our Board, the number of directors to be elected at the Annual Meeting will be reduced accordingly.

Nominees

In recommending that our Board of Directors nominate our current 1114 directors for re-election, the Board’s Compensation, Nominations and Governance Committee considered a number of factors, including each director’s individual qualifications, attributes, and skills described in their listings below and the other factors described under the caption “COMMITTEESOF OUR BOARD — Compensation, Nominations and Governance Committee.” Additionally, with respect to nominees who were members of our Board during 2021, the Committee considered each director’s preparedness for, engagement in and contributions to meetings and deliberations of the Boards and committees on which they serve and, in the other factors described in this proxy statementcase of the three former CIT directors who were appointed as our directors upon consummation of our merger with CIT, the Committee took into account our obligations under the caption “COMMITTEES OF OUR BOARD – Compensation, Nominations and Governance Committee.”our merger agreement with CIT. Set forth below is a listing of and information about each of our current directors and their individual qualifications, attributes, and skills that led our Board to nominate them for re-election at the Annual Meeting.14 nominees.

Proposed New Directors

In connection with our pending merger with CIT Group Inc., and as described in the joint proxy statement/prospectus we distributed in connection with the special meeting of our shareholders held on February 9, 2021, the merger agreement provides that, upon consummation of the merger, we will expand the size of our Board of Directors by three seats and fill the resulting vacancies by appointing three current directors of CIT to our Board. We currently expect that the merger will be completed during the second quarter of 2021. Information regarding the three CIT directors who are proposed to be appointed as our directors upon consummation of the merger is contained in this proxy statement under the heading “PROPOSED NEW DIRECTORS AND EXECUTIVE OFFICERS.”

CORPORATE GOVERNANCE

Our Board of Directors has adopted Corporate Governance Guidelines that, together with our Bylaws, establish various processes related to the structure and leadership of our Board and the governance of our organization.

Director Independence

Determination of Independent Directors. Our Corporate Governance Guidelines require that a majority of the members of our Board be “independent” and that each year our Board review transactions, relationships and other arrangements involving our directors and determine 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 NASDAQNasdaq 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. In addition, between those annual determinations, the Committee is directed 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 in carrying out his or her duties as a director. The following table lists our current directors and persons who served as directors during 20202021 whom our Board believes were during their terms of office, and will be if re-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 carrying out his or her duties as a director. In its determination that our current directors named above are or will be independent, the Committee and the Board considered those transactions and relationships described or referenced below under the heading “TRANSACTIONS TRANSACTIONSWITH RELATED PERSONS, 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 of banks (including the requirement that those loans be approved by a majority of the full Board); (2) Mr. Heavner’s and his family’s interest in a real estate partnership in which a company owned by the family of our Chief Executive Officer, Frank B. Holding, Jr., and Vice Chairwoman, Hope H. Bryant, and their family members, also is a partner and holdspreviously held an interest; andinterest (which relationship was terminated during 2021); (3) services provided from time to time on a competitive bid basis as a subcontractor by a mechanical contracting firm, for which Mr. Newcomb serves as a consultant, in connection with the construction or renovation of facilities owned, leased or managed by FCB.FCB that are provided from time to time on a competitive bid basis, as a mechanical contractor through unrelated general contractors, by a company previously owned by Mr. Newcomb, which he sold during 2016 but has remained with as an employee to provide consultation and assist the new owner in the transition to new management and ownership; and, (4) payments we made during 2021 for certain of our officers to participate in a leadership development program provided by Center for Creative Leadership, a North Carolina nonprofit educational institution of which, at the time, Mr. Ryan served as President and Chief Executive Officer.

Executive Sessions of Independent Directors. Our independent directors meet separately in executive session, without management or non-independent directors, in conjunction with each regular quarterly meeting of our Board. At their discretion, they may hold additional separate meetings, and such a meeting will be held at the request of any independent director. During 2020,2021, the independent directors met in executive session in connection with Board meetings, or in separate meetings, a total of eightfour times. All independent directors attended 100% of the meetings held.

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.” Robert T. Newcomb, 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:

Our Board believes 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.

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 regulated, 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 our and 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 tenfive times during 2020.2021. 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 that 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. During 2020, nine2021, 10 of our currentthen-current 11 directors attended 100%, while two directorsone director attended at least 95%93%, of the aggregate number of meetings held by our Board and any committees of the Boards on which they served.

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

We have established means by which officers, employees,associates, 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.associates. Reports may be submitted online through FCB’s website at www.firstcitizens.com/privacy-security/report-ethical-concerns. Anyone wishing to submit a report also may do so online through a third party provider at secure.ethicspoint.com/domain/media/en/gui/14505/index.html, or by telephone by calling 800-UREPORT (or 800-873-7678). We intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding an amendment to or waiver from a provision of our Financial Officers Code of Ethics by posting that information on our Internet website at www.firstcitizens.com/investor-relations/corporate-governancecorporate-governance..

Human Capital Management

Our associates are among our most important assets, and a top priority of our management is ensuring that we attract, retain and develop associates who are aligned with our goals. An initiative during 2021 will bewas used to scale talent to address future needs, while we continue to promote inclusion, equity and diversity initiatives, and enhance performance management and coaching, with a goal of developing a workplace for the future. In promoting inclusion, equity and diversity, we aim to foster inclusion of, and provide opportunities for advancement to, all our associates, and we start by embracing diversity. We consider diversity to be broader than

COMMITTEES OF OUR BOARDS

General

Our Boardand FCB’s Boards of Directors hashave three standing joint committees that assist the BoardBoards in oversight and governance matters. They are the Audit Committee, the Risk Committee, and the Compensation, Nominations and Governance Committee. Each committee operates under a written charter approved by our Boardthe Boards that sets out the committee’s composition, authority, duties and responsibilities. We believe that each member of the three committees is an “independent director” as that term is defined by Nasdaq’s listing standards. A copy of the current charter of each committee is posted on FCB’s website and may be found at www.firstcitizens.com/investor-relations/corporate-governance.corporate-governance.

Our BoardThe Boards also hashave an Executive Committee which includes the Chairman of our Audit Committee, the Chairman of our Risk Committee, and the Chairman of our Compensation, Nominations and Governance Committee (who serves as the Board’s Lead Independent Director), in addition to our Chairman, Frank B. Holding, Jr., and Vice Chairwoman.Chairwoman, Hope H. Bryant. 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 that meets as often as required by the Board, but at least once during each month in which the full Board does not meet. OurThe 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 meeting of the Boards and at other times as needs arise. Under our and FCB’s Bylaws, the Executive Committee is authorized to exercise all of 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 Executive Committee’s authority. The Executive Committee met 11nine times during 2020.2021.

In accordance with guidance from banking regulators that applies to banks with trust departments, FCB’s Board of Directors has a separate Trust Committee, the current members of which are Hope H. Bryant, Daniel L. Heavner and Floyd L. Keels. In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by FCB’s Board, the Trust Committee assists the Board in its oversight of FCB’s trust department’s administration and exercise of fiduciary and related responsibilities and its conduct of other trust activities. The Committee met four times during 2021.

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 Audit Committee, Risk Committee, and Compensation, Nominations and Governance Committee areand Trust Committee each is required to meet at least quarterly, and each may meet more frequently as it and/or its Chairman considers necessary. Each committee 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 respective 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:

Audit Committee

Our Audit Committee is a joint committee of our and FCB’s Boards of Directors. 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 fulfills Nasdaq’s applicable financial sophistication requirements.

In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, the Committee is responsible for:

The Audit Committee also is responsible for establishing procedures for the receipt, retention and treatment of complaints from employees,associates, 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 employeesassociates of concerns regarding those matters, and for evaluating any fraud, whether or not material, that involves management or other employeesassociates who have a significant role in our internal controls. The Committee reviews waivers approved by our Chief Risk Officer related to associates under the Associates Code of Ethics and Contingent Workers Code of Ethics, but only the full Board may approve a waiver under the Financial Officers Code of Ethics or related to an executive officer or member of the Board. Under the Boards’ written policies described below under the headingheadings or caption

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 Chief Internal Audit Officer 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 internal suspicious activity, and reports of external suspicious activity above certain amounts, filed by FCB.

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

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 SEC.

Audit Committee Report

This report is furnished by the Audit Committee, the members of which, on the date of the filing of our 2020 Annual Report on Form 10-K for the year ended December 31, 2021, 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 2020,2021, 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 2020 Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.

The Audit Committee:

Risk Committee

Our Risk Committee is a joint committee of our and FCB’s Boards of Directors. Our Board has designated Robert R. Hoppe, the Committee’s Chairman, as the Committee’s Risk Management Expert. Mr. Hoppe is a retired partner in the accounting firm of PricewaterhouseCoopers LLP with 34 years of public accounting and audit experience.

The Committee was established to review, effectively challenge, and approve our enterprise-wide Risk Management Framework and Risk Appetite Framework and to assist the Boards in fulfilling their responsibility to oversee our risk management practices. In addition to its other duties and responsibilities under its charter or as may be assigned from time to time by the Boards, the Committee is directed to:

Our Enterprise Risk Oversight Committee (“EROC”), whose voting members are selected from our management and chaired by our Chief Risk Officer, reports directly to the Risk Committee. EROC’s function is to oversee the operation of our Risk Management Framework and Risk Appetite Framework approved by the Risk Committee; ensure thatwork with our business units to implement processes to identify, assess, monitor and manage their risks; and monitor performance relative to our risk appetite and tolerances approved by the Risk Committee. Subcommittees of EROC include the Asset/Liability Committee, Compliance Risk Committee, Credit Risk Committee, and Operational Risk Committee, Capital Planning and Stress Testing Committee, and Technology Investment Committee, each of which has its own subcommittees or “councils” that focus on specific matters within their areas of responsibility. Our Chief Risk Officer reports directly to the Risk Committee regarding capital risk, market risk, liquidity risk, credit risk, operational risk,Compliance compliance risk and strategic risk. Our Chief Credit Policy Officer, Chief Compliance Officer, Treasurer, Director of Enterprise and Operational Risk Management,Executive, and officers within our Legal Department and other departments within our and FCB’s operations, also make quarterly reports to the Risk Committee.

As discussed above under the caption “CORPORATE GOVERNANCECORPORATE GOVERNANCE —Human Capital Management,” the Risk Management Framework approved by the Risk Committee includes processes for the oversight and management of risks related to our human capital and the escalation of related risk issues to the Committee. The Operational Risk Committee, through the Human Resources Department, monitors various human capital metrics, including various employeeassociate turnover, attrition, hiring, succession, employeeassociate demographics and other metrics, and reports results and trends to EROC which includes identified risk issues in its quarterly reports to the Risk Committee. The Risk Committee also periodically reviews information security policies and technology risk management programs and practices that are designed to protect FCB’s and its customers’ and associates’ data, records, and proprietary

information, and it reviews reports on our business continuity and disaster recovery program that is designed to permit FCB to safeguard associates, customers, products and services from disruptions such as cyber events, natural disaster and man-made events.

Certain matters within the scope of the Risk Committee’s oversight responsibilities also may fall within the responsibilities of another of the Boards’ committees. To minimize duplication of time and effort, the Risk Committee may defer to the other committees with respect to any such specific matters, but it may request reports or information from those other committees to ensure thatdetermine whether those matters are being adequately addressed within our and FCB’s management of risk. Additional information regarding the Risk Committee’s processes is contained in the discussion under the caption “CORPORATE GOVERNANCECORPORATE GOVERNANCE — Boards’ 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’s duties and responsibilities are divided into three areas as described in the following paragraphs.

Nominations Function. In its role as our Board’sthe Boards’ nominations committee, the Committee makes recommendations to the BoardBoards 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 chairmenchairpersons of the various committees of the Boards. Each year the Committee also makes recommendations to the Boards regarding the selection of our and FCB’s Chairman, Vice Chairwoman, Chief Executive Officer, Vice Chairwomen 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 and FCB’s directors. 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. A description of procedures to be followed by shareholders in submitting recommendations to the Committee is included in this proxy statement under the heading “RECOMMENDATION RECOMMENDATIONOF NOMINEES. NOMINEES.” The Committee has not used the services of a third-party search firm.

In identifying and recommending candidates for election or appointment, the Committee will evaluate candidates recommended by shareholders in a manner similar to its evaluation of other candidates. 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 boards of directors composed of individuals who bring different attributes, experiences, and perspectives to the Boards’ deliberations, 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 one of the multiple factors considered by the Committee and the Board.

After receiving the Committee’s recommendations, the Boards make all final decisions regarding executive compensation matters, with the exception of payments and awards under the LTIP which are the sole responsibility of the Committee. The Committee also reviews and makes recommendations to the Boards regarding amounts of compensation paid or provided to our directors.

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

COMPENSATION DISCUSSION AND 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 20202021 Summary Compensation Table and other compensation tables under the heading “EXECUTIVE COMPENSATION.EXECUTIVE COMPENSATION.” This discussion also provides an overview of our compensation philosophy and objectives, and how and why our and FCB’s Boards’Boards��� joint Compensation, Nominations and Governance Committee implements compensation processes and arrives at specific compensation decisions and recommendations involving the named executive officers. Our 20202021 named executive officers are listed below in the order in which they appear in the Summary Compensation Table, and we refer to them in this discussion as our “NEOs.”

EXECUTIVE SUMMARYExecutive Summary

Business Highlights

For the year ended December 31, 2020, our net income was $491.7 million, or $47.50 per share, compared to $457.4 million, or $41.05 per share, during 2019. The $34.4 million, or 7.5%, increase in net income was primarily due to higher interest income of $80.0 million, resulting from loan growth, as well as an increase in gains on the sale of available for sale securities of $53.1 million. This was partially offset by an increase in provision expense of $26.9 million, driven by uncertainty surrounding COVID-19, as well as an increase in noninterest expense of $84.9 million, largely due to increases in employee expenses as a result of merit increases and acquired personnel. Our return on average assets was 1.07% during 2020, down from 1.23% during 2019. Our return on average equity was 12.96% and 12.88% for 2020 and 2019, respectively.

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.

Incentive Compensation Clawback Policy

The Committee’s Incentive Compensation Policy (which applies to awards the Committee approves under the LTIP as well as other types of incentive compensation arrangements in which our associates in various business units may participate) includes a “clawback” policy. Under that policy, at the discretion of the Committee we may require a current or former associate, including an executive officer, to forfeit future incentive payments, or to repay to us all or any portion of any previously paid performance-based compensation, if:

The clawback policy applies to any plan or individual award under any plan that specifically references the policy, including our LTIP discussed below.

For purposes of the market analyses, Pay Governance used Willis Towers Watson’s Financial Services Executive Compensation Surveys, which included pay data for over 200 companies in the financial services industry companies.industry. 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 our compensation marketplace, each year Pay Governance reviews publicly available proxy-reported data for a group of industry peer companies consisting of publicly traded financial institutions that primarily concentrate on retail and business banking operations headquartered in the United States.

Our peer companies used in makinginforming pay decisions for 2020 consisted of 20 financial institutions that havehad assets between $20 billion and $70 billion and included the following 20 companies:

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

EXECUTIVE COMPENSATION COMPONENTS

For 2020, theThe components of compensation paid to or received by our executive officers were unchanged from previous years and includedfor 2021 are summarized in the following:following table.

Cash Compensation

Until the adoption of our LTIP during 2014, base salaries represented the primary component of our executive compensation program. Since that time, our company has grown but, with certain exceptions based on various considerations, including internal pay equity, increases in our NEOs’ base salaries have been modest,limited, while payments for three-year, performance-based LTIP awards have become an increasingly largea substantial portion of our NEOs’ annual total compensation. As a result, we are continuing to emphasize and shift toward long-term performance-based compensation for our NEOs and other executive officers.

Base Salaries. In making its recommendations regarding 20202021 and 20212022 base salaries for our NEOs, the Committee considered various factors, including our 20192020 and 20202021 financial and operating performance and other factors described below.

The following table shows the base salary rates forof our Chief Executive Officer and our other four NEOs, and the percentage increases in their salaries, for 20172019 through 20212022 (with the exception of Mr. WardMrs. Rupp who became an NEO for the first time for 2020)2021). The base salary rates in the table for each of 2019-2020years prior to 2021 reflect the listed NEOs’ annual base salary rates approved by the Boards that became effective on April 1 of each of those years. Because those base salary rates were not in effect for the entire year, the salary rates listed for some NEOs in the table below for 2019 and 2020 may be higher than the amounts of base salaries those officers actually received during those years as listed in the Summary Compensation Table.