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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Partyparty other than the Registrant  o¨

Check the appropriate box:

FIRST CITIZENS BANCSHARES INC.

(Name of Registrant as Specified inIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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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 29, 2014.

26, 2016.

The purposes of the meeting are:

1.

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 3, 2014,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.

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This notice and the enclosed proxy statement and proxy card are being mailed to our shareholders on or about March _, 2014.14, 2016.

By Order of the Board of Directors

Kathy A. Klotzberger

Secretary

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Post Office Box 27131

Raleigh, North Carolina27611-7131

ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

GeneralANNUAL MEETINGOF SHAREHOLDERS

This proxy statement is dated March ___, 2014,7, 2016, 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 20142016 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 29, 2014.

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, asexcept where 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 was our former subsidiary which was merged into FCB during January 2011.indicates otherwise:

Proposals to be Voted on at the Annual Meeting

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

·

elect 12 directors for one-year terms (see “Proposal 1: Election of Directors” on page 5);

·

vote on a proposal to adopt and approve an amendment to our Restated Certificate of Incorporation to (1) authorize a new class of our capital stock consisting of 10,000,000 shares of preferred stock and (2) delete an unnecessary provision which specifies the address of our principal place of business (see “Proposal 2: Approval and Adoption of Proposed Charter Amendment” on page 44);  

·

vote on a proposal to approve a Long-Term Incentive Plan pursuant to the provision of Section 162(m) of the Internal Revenue Code of 1986,The following are some questions that you, as amended (see “Proposal 3: Approval of Long-Term Incentive Plan” on page 48);

·

vote on a proposal to approve a non-binding, advisory resolution (a “say-on-pay” resolution) to approve compensation paid or provided to our executive officers as disclosed in this proxy statement (see “Proposal 4: Advisory Vote on Executive Compensation” on page 52);

·

vote on a proposal to ratify the appointment of Dixon Hughes Goodman LLP as our independent accountants for 2014 (see “Proposal 5: Ratification of Appointment of Independent Accountants” on page 54);

·

vote on a proposal submitted by a shareholder, may have regarding the voting rights of a class of our stock (see “Proposal 6: Shareholder Proposal Regarding Voting Rights” on page 56); and

·

transact any other business properly presented for action at the Annual Meeting.

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Our Board of Directors recommends that you vote “FOR” the election of each of the 12 nominees for director named in this proxy statement, “FOR” Proposals 2, 3, 4 and 5, and “AGAINST”Proposal 6.

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.

·

You can attend the Annual Meeting, and vote in person.

·

You can sign, date and returnbrief answers to those questions. We urge you to carefully read the proxy card enclosed withremainder of this proxy statement because the information in these questions and answers does not provide all of the information that will be important to appoint the “Proxies” named belowyou with respect to vote your shares for you at the meeting, or you can validly appoint another person to vote your shares for you.

·

You can appoint the Proxies to vote your shares for you by going to the Internet voting website www.proxyvote.com.  Have your enclosed proxy card in hand when you access the website.  When you are prompted for your “control number,” enter the 12-digit number printed on your proxy card, and then follow the instructions provided to create an electronic voting instruction form.  You may appoint the Proxies by Internet up until 11:59 p.m. EDT on April 28, 2014, which is the day before the Annual Meeting date.  and proposals to be voted on at the meeting.

QUESTIONSAND ANSWERSABOUTTHE ANNUAL MEETING

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 your broker or nominee (i.e., the record holder) must vote them for you, or appoint the Proxies to vote them for you, unless you make arrangements for your broker or nominee to assign its voting rights to you or for you to be recognized as the person entitled to vote your shares.  You will need to follow the directions your broker or nominee provides you and give it instructions as to how it should vote your shares by completing and returning to it the voting instruction sheet you received from your broker or nominee with this proxy statement, or by giving voting instructions electronically as directed by your broker or nominee.  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 3,or 4 or 6 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 of our common stock, a proxy card is included with this proxy statement that provides for you to name four of our directors (Hope H. Bryant, H. Lee Durham, Jr., Frank B. Holding, Jr. and Lucius S. Jones), or any substitutes appointed by them, individually and as a group, to act as your “Proxies” and vote your shares at the Annual Meeting.  We ask that you sign and date your proxy card and return it in the enclosed envelope, or follow the instructions above for appointing the Proxies by Internet, so that your shares will be represented at the meeting.  

If you sign a proxy card and return it so that we receive it before the Annual Meeting, or you appoint the Proxies by Internet, you will be appointing the Proxies to vote your shares for you, and they will vote, or abstain from voting, according to the instructions you give them in your proxy card or, if you vote by Internet, in your electronic voting instruction form.  If you sign and return a proxy card or appoint the Proxies by Internet, but you do not give any voting instructions, then the Proxies will vote your shares“FOR”the election of each of the 12 nominees for director named in Proposal 1 below,“FOR” Proposals 2, 3, 4 and 5, and “AGAINST” Proposal 6.  If before the Annual Meeting any nominee named in Proposal 1 becomes unable or unwilling to serve as a director for any reason, your proxy card or electronic voting instruction form will give the Proxies discretion to vote your shares for a substitute nominee named by our Board of Directors.  If no substitute nominee is named by our Board of Directors, then the number of directors to be elected at the

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Annual Meeting will be reduced accordingly.  We are not aware of any other business that will be brought before the Annual Meeting other than the election of directors and the proposals described in this proxy statement.  However, if any other matter is properly presented for action by our shareholders, your proxy card or electronic voting instruction form will authorize the Proxies to vote your shares according to their best judgment.  The Proxies also will be authorized to vote your shares according to their best judgment on matters incident to the conduct of the meeting, including motions to adjourn the meeting.

If you are the record holder of your shares and you do not return a proxy card or appoint the Proxies by Internet, the Proxies will not have authority to vote for you and your shares will not be represented or voted at the Annual Meeting unless you attend the meeting in person or validly appoint another person to vote your shares for you.  

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

Record Holders.  If you are the record holder of your shares and you sign and return a proxy card or appoint the Proxies by 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 Internet, you can:

·

sign a proxy card, dated after the date of your original proxy card or after you appointed the Proxies by Internet, which contains your new voting instructions, and submit it to our proxy tabulator, Broadridge Corporate Issuer Solutions, Inc., at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or deliver it to our Corporate Secretary at the Annual Meeting, so that your new proxy card is received before the voting takes place at the Annual Meeting; or

·

before 11:59 p.m. EDT on April 28, 2014 (the day before the Annual Meeting), go to the same voting website (www.proxyvote.com) that you used to appoint the Proxies by Internet, enter your 12-digit “control number” (printed on the enclosed proxy card), and then create a new electronic voting instruction form and enter your new voting instructions.

You may obtain another proxy card by calling Broadridge Corporate Issuer Solutions, Inc. at 855-449-0981.  Whether you return a proxy card or vote by 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 Internet, you can:

·

give Broadridge Corporate Issuer Solutions, Inc. a written notice at its address listed above, which must be received before the voting takes place at the Annual Meeting, that you want to revoke your proxy card or Internet appointment; or

·

attend the Annual Meeting and either vote your shares in person or notify our Corporate Secretary at the meeting that you want to revoke your proxy card or Internet appointment.  Simply attending the Annual Meeting alone, without voting in person or notifying our Corporate Secretary, will not revoke your proxy card or Internet appointment.

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 cardsappointments of proxies for the Annual Meeting, including costs of preparing and mailing this proxy statement.statement and expenses associated with the telephone and Internet voting facilities. 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.

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In connection with the solicitation of proxy cardsappointments of proxies 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 3, 2014, is the “Record Date” we are using to determine which shareholders are entitled to receive notice of

A:  l

If you sign a proxy card and return it so that we receive it before the Annual Meeting, or you appoint the Proxies by telephone or Internet, you will be appointing the Proxies to vote your shares for you, and they will vote, or abstain from voting, according to the instructions you give them in your proxy card or your telephone or Internet voting instructions.

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If you sign and return a proxy card or appoint the Proxies by telephone or Internet, but you do not give voting instructions on a matter to be voted on, then the Proxies will vote your shares“FOR” in the case of the election of each of the 13 nominees for director named in Proposal 1 below,“FOR” in the case of each of Proposals 2 and 3, and “AGAINST” in the case of Proposal 4.

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If before the Annual Meeting any nominee named in Proposal 1 becomes unable or unwilling to serve as a director for any reason, your proxy card or telephone or Internet voting instructions will give the Proxies discretion to vote your shares for a substitute nominee named by our Board of Directors. If no substitute nominee is named by our Board of Directors, then the number of directors to be elected at the Annual Meeting will be reduced accordingly.

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We are not aware of any other business that will be brought before the Annual Meeting other than the election of directors and the proposals described in this proxy statement. However, if any other matter is properly presented for action by our shareholders, your proxy card or telephone or Internet voting instructions will authorize the Proxies to vote your shares according to their best judgment. The Proxies also will be authorized to vote your shares according to their best judgment on matters incident to the conduct of the meeting, including motions to adjourn the meeting.

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If you are the record holder of your shares and you do not return a proxy card or appoint the Proxies by telephone or Internet, the Proxies will not have authority to vote for you and your shares will not be represented or voted at the Annual Meeting unless you attend the meeting in person or validly appoint another person to vote your shares for you.

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 appoint 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 and how many shares they are entitled to vote.  Our voting securities are the 8,586,058 shares of Class A Common Stock (“Class A Common”) and 1,032,883 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 personMeeting.

To revoke your proxy card 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 majorityyour appointment of the aggregate votes entitledProxies by telephone or Internet, you can:

Shares Held in “Street Name.” If your shares are held in “street name” and you want to be cast by holders of outstanding shares of Class A Commonrevoke or change voting instructions you have given to your broker or other nominee, you must contact your broker or nominee and Class B Common that may be voted at the meeting.  follow its directions.

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.

Q:	What vote is required for approval of the election of directors and Proposals 2, 3 and 4?

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 12 nominees receiving the highest numbers of votes will be elected.  For Proposal 2 to be approved, a majority of the votes entitled to be cast at the Annual Meeting with respect to all of our outstanding common stock, voting together, must be cast in favor of the proposal.  For Proposals 3, 4, 5 and 6 to be approved, a majority of the votes entitled to be cast with respect to shares present or represented at the Annual Meeting must be cast in favor of each proposal.  Abstentions and broker non-votes will have no effect in the voting for directors, but they will have the same effect as votes against Proposals 2, 3, 4, 5 and 6 and any other matter voted on by our shareholders at the Annual Meeting.  

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PROPOSALPROPOSAL 1: ELECTION ELECTIONOF DIRECTORS DIRECTORS

Our Board of Directors recommends that you vote “FORFOR” each of the 1213 nominees named below.

General

Our Bylaws provide that:

·

our Board of Directors will consist of not less than five nor more than 30 members, and our Board is authorized to set and change the actual number of our directors from time to time within those limits; and

·

our directors are elected each year at the Annual Meeting for terms of one year or until their successors have been duly elected and qualified.

Nominees

Our Board of Directors has set the number of our directors at 1213 for the year following the Annual Meeting and, following the recommendation of our Compensation, Nominations and Governance Committee, it has nominated the 1213 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           6668

Director

Yes

2007

Managing partner, Heavner Furniture Market (retail furniture sales)

Frank B. Holding, Jr. (4)(5)           5254

Director; our and FCB’s Chairman and Chief Executive Officer

No

1993

Our and FCB’s executive officer

Robert R. Hoppe (5) 64

Director

Yes

2014

Retired Certified Public Accountant; previously, partner, PricewaterhouseCoopers LLP (public accounting firm)

Lucius S. Jones           7173

Lead Independent Director; Chairman of our Compensation, Nominations and Governance Committee

Yes

1994

President, Chief Executive Officer and Owner, United Realty & Construction Company, Inc. (real estate development and construction)

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(1)

(1)	Each of our directors also serves as a director of FCB. Listings of the members of certain committees of our Board are contained below under the heading “COMMITTEESOF OUR BOARDS.”

(2)

Designations are based on our Board of Directors’ most recent review of transactions, relationships and other arrangements involving our directors and its determination of which of our directors it considers to be “independent” under criteria contained in the listing requirements of The NASDAQ Stock Market. Further information about the Board’s determination process is contained below under the caption “CORPORATE GOVERNANCE – Director Independence.”

(3)	“Year First Elected” refers to the year in which each individual first became our director.

(4)	Mr. Holding is the brother of Mrs. Bryant and the brother-in-law of Mr. Bristow. Mrs. Bryant is the sister of Mr. Holding and the sister-in-law of Mr. Bristow. Mr. Bristow is the brother-in-law of Mr. Holding and Mrs. Bryant.

(5)

Certain of our directors and nominees for director currently serve, or during the past five years have served, as directors of other publicly-held companies. Mr. Holding currently serves as a director of Piedmont Natural Gas Company, Inc., Charlotte, NC. Mr. Durham served as a director of Triad Guaranty, Inc., Winston-Salem, NC, until his retirement from that company’s board of directors during 2012. Certain of our directors also serve as directors of or in a similar position with other companies that are not publicly-held: Mr. Holding serves as a member of the Board of Trustees of Blue Cross and Blue Shield of North Carolina, which is a not-for-profit health insurer, and as a director of Mt. Olive Pickle Company, Inc., which is not a public company. Mrs. Bryant serves as a director of Fidelity BancShares (N.C.), Inc. and Southern BancShares (N.C.), Inc., which are not public companies. Mr. Bristow, Mr. Holding, Mr. Hoppe and Mr. Keels served as directors of Bancorporation prior to the Merger. Bancorporation was not a public company.

(2)

Designations are based on our Board of Directors’ most recent review of transactions, relationships and other arrangements involving our directors and determination of which of our directors it considers to be “independent” under criteria contained in the listing requirements of The NASDAQ Stock Market.  Further information about the Board’s determination process is contained below under the caption “CORPORATE GOVERNANCE –Director Independence.”

(3)

“Year First Elected” refers to the year in which each individual first became our director.

(4)

Mr. F. Holding, Jr. is the son of Mr. F. Holding (our current executive officer and a director who is not standing for re-election) and the brother of Mrs. Bryant.  Mrs. Bryant is the sister of Mr. F. Holding, Jr. and the daughter of Mr. F. Holding.  

(5)

Certain of our directors and nominees for director currently serve, or during the past five years have served, as directors of other publicly-held companies.  Mr. F. Holding, Jr. currently serves as a director of Piedmont Natural Gas Company, Inc., Charlotte, NC.  Mr. Durham served as a director of Triad Guaranty, Inc., Winston-Salem, NC until his retirement from that company’s board of directors during 2012.  Certain of our directors also serve as directors of or in a similar position with other companies that are not publicly-held: Mr. F. Holding, Jr. serves as a member of the Board of Trustees of Blue Cross and Blue Shield of North Carolina, which is a not-for-profit health insurer, and as a director of First Citizens Bancorporation, Inc. and Mt. Olive Pickle Company, Inc., which are not public companies.  Mrs. Bryant serves as a director of Fidelity BancShares (N.C.), Inc., Southern BancShares (N.C.), Inc. and Yadkin Valley Company, which are not public companies.

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.

·

Thorough understanding of the Company and its financial operations derived from service as a director since 1990 and as a member of the Company’s Audit Committee.

·

Extensive community leadership experience.  Visible and active as a community leader.

·

Management and financial experience derived from 43+ years in managing, operating, and growing a successful truck dealership. Currently serves on the Board of Directors of the North Carolina Automobile Dealers Association.

·

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

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Victor E. Bell III

·Peter M. Bristow

Thorough understanding of our business and operations derived from service as a director since 2002 and as a member of our Audit Committee, a member of the Executive Committee (through June 2013), and a member of FCB’s Trust Committee (since July 2013).

·

Familiarity with real estate, real estate-related investments, and business in North Carolina’s Triangle market.

·

Familiarity with the medical community and universities and other educational institutions in North Carolina derived from service on the Board of Visitors of the University of North Carolina at Chapel Hill and the Board of Visitors of the UNC Lineberger Comprehensive Cancer Center, and as chairman and president of Ravenscroft School (until 2012) and Ravenscroft Foundation.

·

Management and financial experience derived from more than 33 years in managing, operating, and growing a successful family-owned real estate and investment business.

·

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

Hope H. Bryant

·

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Intimate knowledge of our business and its culture, values, goals, strategies and operations derived from more than 30 years of employment, including management experience with us and our bank subsidiaries, and service

Intimate knowledge of our business and its culture, values, goals, strategies, and operations derived from more than 27 years of employment, including management experience with us and our bank subsidiaries, and service

as a director since 2006. Currently serves as our and FCB’s Vice Chairman and Corporate Sales Executive and as a member of our Executive Committee and FCB’s Trust Committee. · Experienced in managing our expansion into new markets as the former President of IronStone Bank. · Visible and active community leader. · Substantial personal financial interest in the long term growth, stability, and success of our company and FCB because of her significant ownership of shares of our company. Hubert M. Craig III · Thorough understanding of our business and its culture, values, goals and financial operations derived from service as a director since 1998 and as a member of our Audit Committee. · Extensive community leadership experience, and visible and active as a community leader. · Management experience derived from more than 26 years of direct involvement in the management of a privately-owned manufacturing facility engaged in worldwide sales of textile dyeing equipment and custom stainless steel fabrication. · Personal knowledge of North Carolina’s Charlotte-Gastonia market. · Understanding of the financial needs of small and mid-size businesses, FCB’s largest business segment.

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Experienced in managing our expansion into new markets as the former President of our former subsidiary, IronStone Bank.

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Visible and active as a community leader. Extensive community, public and industry leadership experience, including current service as chairperson of the 2015 Annual Campaign for the YMCA of the Triangle, member of the Wake Forest University Board of Visitors and Parents’ Council, member of the University of South Carolina Parents’ Council, and past service on the board of directors of the NC Community Foundation and the North Carolina Bankers Association

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Substantial personal financial interest in the long term growth, stability and success of our company and FCB because of her significant ownership of shares of our company.

H. Lee Durham, Jr.

·

Thorough understanding of our business and its culture, values, and goals derived from service as a director since 2003, and as Chairman of our Audit Committee, member of our Compensation, Nominations and Governance Committee (since July 2013), and member of our Executive Committee.

·

Financial and accounting experience derived from 32 years in public accounting, a significant portion of which was dedicated to bank clients, including service as auditor and consultant, additionally qualifying him to continue serving as Chairman of, and financial expert for, the Audit Committee.

·

Experience derived from past service as a director, chairman of the audit committee, chairman of the nominations and corporate governance committee, member of the compensation committee, and lead independent director of another public financial services company.

·

Visible and active member of the North Carolina Innovation Council and Airlie Gardens Foundation Board.

Daniel L. Heavner

·

Thorough understanding of our business and its culture, values, and goals derived from service as a director since 2007, and as a member of our Risk Committee (since July 2013), a member of FCB’s CRA Committee, and as a member of our former Compensation and Nominations Committees.

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Management and finance experience derived from more than 42 years in managing, operating, and growing various successful small business ventures, including retail furniture, apartment ownership and management, real estate development and construction, farming operations, government service contracts, and real estate investments.

·

Intimate knowledge of retail business operations.

·

Personal knowledge of North Carolina’s Triangle market.

·

Experience with public agencies for the development of public and low-cost housing.

·

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

Frank B. Holding, Jr.

·Robert R. Hoppe

Intimate knowledge of our business and its culture, values, goals, strategies, and operations derived from more than 29 years of employment, including management experience with us and FCB, and service as a director since 1993.  Currently serves as our and FCB’s Chairman and Chief Executive Officer and Chairman of our joint Executive Committee.

·

Visible and active community leader, including past service as chairman of the statewide North Carolina Chamber of Commerce.

·

Experience derived from service as a director of other public companies.

·

Substantial personal financial interest in the long term growth, stability, and success of our company and FCB because of his significant ownership of shares of our company.

Lucius S. Jones

·Floyd L. Keels

Thorough understanding of our business and its culture, values, and goals derived from service as a director since 1994 and as Lead Independent Director, Chairman of our Compensation, Nominations and Governance Committee (since July 2013), and member of our Executive Committee, as well as past service as Chairman of our former Compensation Committee.

·

Financial institution management experience derived from service as former president and chief executive officer of a federal savings and loan association.

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Political and public leadership experience derived from service as mayor of Wendell, North Carolina, chairman of the North Carolina Housing Finance Board, president of the North Carolina League of Municipalities, and service on various state and local boards, commissions, and agencies.

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Management experience derived from more than 28 years in managing, operating, and growing a successful real estate development and construction business.

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Experience as a community leader.

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Experience with public agencies regarding land use and the development of public and low-cost housing.

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Familiarity with residential real estate development and home building in North Carolina.

Robert E. Mason IV

·

l

Thorough understanding of our business and its culture, values and goals derived from service as a director since 2007 and as a member of our Risk Committee (since July 2013) and Compensation, Nominations and Governance Committee (since July 2013), and his past service as a member of our former Compensation and Nominations Committees.

l

Visible and active community leader, including service on the board of directors of Novant Health Foundation Presbyterian Medical Center and on the Advisory Board of UNC Charlotte Lee College of Engineering.

Thorough understanding of our business and its culture, values, and goals derived from service as a director since 2007 and as a member of our Risk Committee (since July 2013) and Compensation, Nominations and Governance Committee (since July 2013), and his past service as a member of our former Compensation and Nominations Committees.  

·

Visible and active community leader, including services on the Presbyterian Hospital Foundation.

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Management experience derived from more than 17 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.

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Robert T. Newcomb

·

Thorough understanding of our business and its culture, values, and goals derived from service as a director since 2002, a member of our Executive Committee (since July 2013), Chairman of our Risk Committee (since July 2013), and his past experience as Chairman of our former Nominations Committee.

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Visible and active community leader, including past service as President and Board Chair for Capital Area YMCA.

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Management experience derived from more than 31 years in managing, operating, and growing a successful mechanical contracting company.

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Knowledge of the construction and development industry, market conditions, and business opportunities in North Carolina’s Triangle market.

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

James M. Parker

·

Intimate knowledge of our business and its culture, values, goals, strategies, and operations derived from more than 45 years of management experience with us, FCB and IronStone Bank in a variety of markets and in differing economic climates, and through service as a director since 2007, and service as a member of and Risk Expert for our Risk Committee (since July 2013) and as a member of FCB’s CRA Committee.  

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Experienced in managing our expansion into new markets.

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Intimate knowledge of our markets in the nation’s western states.

Ralph K. SheltonCORPORATE GOVERNANCE

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Thorough understanding of our business and its culture, values, and goals derived from service as a director since 2003 and as Chairman of FCB’s CRA Committee and a member of our Compensation, Nominations and Governance Committee (since July 2013).

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Visible and active community leader.

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Management experience derived from more than 28 years in managing, operating, and growing a successful business marketing coal and oil to major accounts in the southeastern United States.

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Intimate knowledge of North Carolina’s Triad market, as well as market and economic conditions in the southeastern United States.

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Familiarity with the medical community and universities and other educational institutions in North Carolina derived from service as chairman of Moses Cone-Wesley Long Community Foundation, past trustee and chairman of NC A&T State University, vice chairman of the Gateway University Research Park, and member of the Guilford Technical Community College Foundation Board.

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

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As an African-American and as an organizer of the Greensboro Venture Capital Fund (a fund created to assist women and minority-owned start-up businesses), understanding of the financial needs and concerns of minority customers and, more specifically, minority business owners.

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

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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 2013,2015, 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 “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 (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; and (4) Messrs. Bell’s and Newcomb’s service as directors and/or officers of non-profit organizations to which FCB from time-to-time has made contributions.

FCB.

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 2013,2015, the independent directors met in executive session following each of the Board’s quarterly 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:

·

convening and presiding at executive sessions and separate meetings of our independent directors, and serving as the liaison between the independent directors and our Chairman and management;

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consulting with the Chairman regarding concerns of our independent directors and matters discussed, decisions reached, or suggestions made, at executive sessions and separate meetings of independent directors;

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consulting with the Chairman regarding the schedule, agenda, and information for Board meetings;

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consulting with the Chairman with respect to consultants who may report directly to the Board;

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consulting with the Chairman and management as to the quality, quantity, and timeliness of information provided to the Board by management;

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being available, as appropriate, for communications with our shareholders; and

·

performing such other duties and exercising such other authority as is described elsewhere in the Guidelines and as the Board may from time to time determine.

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.

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Board Leadership Structure

Our Board performs its oversight role through various committees which are appointed by the Board after consideration of the recommendations made byof 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 theirthe Boards’ processes to diminish the effectiveness of our independent directors and theirthe 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 “COMMITTEES COMMITTEESOF OUR BOARD OUR BOARDS,” all matters pertaining to executive compensation, the selection of nominees for election as directors, andthe 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:

·

all outside directors have full access to any member of management and to our and FCB’s independent accountants and internal auditors for the purpose of understanding issues relating to our business;

·

upon request, our management will arrange for our outside advisors to be made available for discussions with the Board, any Board committee, our independent directors as a group, or individual directors; and

·

the Board, each Board committee, and our independent directors as a group, in each case by a majority vote, have the authority to retain independent advisors from time to time, at our expense, who are separate from and unrelated to our regular advisors.  

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’Board’s 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 it strivesthey 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.  In the past, those committees have included our Audit and Compliance Committee (which has been re-named as our Audit Committee) and our Compensation Committee (which has been re-established as our Compensation, Nominations and Governance Committee), each of which has overseen risks associated with its primary areas of responsibility.  More recently, during 2013 the Boards, establishedincluding a joint Risk Committee to enhancethat oversees our enterprise-wide risk management and enhances the Boards’ ability to fulfill their responsibility to oversee enterprise-wideour risk management and they appointed a Chief Risk Officer who reports to the new Committee.  

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framework.

The Risk Committee structure is designed to allow for information flow and escalation of risk related issues.  This structurerisk-related issues and includes Board, executive and management level committees. The Risk Committee provides a report on risk management to the full BoardBoards 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 coordinatesmay 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-related riskscompensation- and corporate governance-related risks. Information regarding the function and responsibilities of these three committees including the new Risk Committee, is contained below under the heading “COMMITTEES COMMITTEESOFTHE BOARD BOARD.”