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TABLE OF CONTENTS
PART IV

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A
(Amendment No. 1)

Commission file number 1-10521

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CITY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

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Securities registered pursuant to Section 12(b) of the Act:

No securities are registered pursuant to Section 12(g) of the Act

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         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         As of June 30, 2014, the aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates of the registrant was approximately $3,564,827,934 based on the June 30, 2014 closing sale price of Common Stock of $75.76 per share as reported on the New York Stock Exchange.

         As of January 30, 2015, there were 55,290,225 shares of Common Stock outstanding (including unvested restricted shares).

   

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Explanatory Note

        City National Corporation (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to amend our Annual Report on Form 10-K for the year ended December 31, 2014, originally filed with the Securities and Exchange Commission (the "SEC") on February 27, 2015 (the "Original Form 10-K"), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Original Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Form 10-K. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted.

        In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Part III, Items 10 through 14 of the Original Form 10-K are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Form 10-K is hereby amended and restated in its entirety, with the only changes being the filing of new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by our principal executive officer and principal financial officer, with paragraphs 3, 4 and 5 omitted as no financial statements are contained within this amendment. This Amendment does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.

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City National Corporation

Form 10-K/A
(Amendment No. 1)
For the Fiscal Year Ended December 31, 2014

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Board of Directors

        Our Board of Directors (the "Board") consists of eleven members. The Compensation, Nominating and Governance Committee (the "CN&G Committee") identifies, screens and recommends to the Board candidates for membership on the Board on the basis of candidate guidelines established by the CN&G Committee and approved by the Board as well as those qualifications for directors set forth in our Corporate Governance Guidelines. These criteria and factors include whether the candidate (i) has demonstrated notable or significant achievements in business, education, or public service; (ii) has the requisite intelligence, education and experience to make a significant contribution to the membership of the Board; (iii) will serve as a significant and active resource for referrals and business development for the Company; (iv) will assist in achieving a mix of Board members that represents a diversity of skills, background, viewpoints, experiences, industry knowledge and community contacts, including with respect to age, gender, demographics, race and specialized experience; and (v) has the highest ethical standards, a strong sense of professionalism and dedication to serving the interests of all the stockholders and will be available to the Board in the fulfillment of director duties. In addition to the particular experiences, qualifications, attributes and skills discussed with respect to each director below, the CN&G Committee determined that all of the members of the Board satisfied or met the foregoing criteria and factors.

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CORPORATE GOVERNANCE

        We are committed to maintaining the highest standards of business conduct and corporate governance. We regularly review our governance practices and update them, as appropriate, based upon applicable state law, New York Stock Exchange ("NYSE") rules and listing standards, SEC regulations, and market and best practices. Our corporate governance program includes robust risk management and compliance policies, practices and programs.

Corporate Governance Guidelines, Codes of Conduct and Committee Charters

        Our Corporate Governance Guidelines establish significant corporate governance policies and practices for our Company. Our codes of conduct are comprised of our Code of Ethics for Senior Financial Officers and our Principles of Business Conduct and Ethics (collectively, "Codes of Conduct") for our directors, officers and colleagues. Each standing committee of our Board operates pursuant to a written charter which states each committee's functions and duties. Each committee's charter is reviewed, revised, as appropriate, and reaffirmed annually. Further information regarding certain of our Board committees is set forth below.

        Please visit our website at www.cnb.com/investor-relations/corporate-governance ("Corporate Governance Web Page") to view our Corporate Governance Guidelines, Codes of Conduct and committee charters as well as additional information about our Board, committees and corporate governance. We will post on this website any amendments to the Corporate Governance Guidelines, Codes of Conduct or committee charters, and any waivers of the Codes of Conduct for directors and executive officers. There were no waivers in 2014.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the 1934 Act requires directors and executive officers of the Company and persons who own more than 10% of the Company's common stock ("10% Owners") to file reports of initial ownership of the Company's common stock and subsequent changes in ownership with the SEC and to provide us with copies of such reports. Based solely on a review of the copies of such reports and written representations furnished to us by reporting persons that no other reports were required to be filed during 2014, the Company's directors, officers and 10% Owners complied with all Section 16(a) filing requirements in a timely manner in 2014.

Executive Officers

        Information relating to the executive officers of the Company is presented in Part I of the Original Form 10-K under the caption "Executive Officers of the Registrant."

Committees of the Board

        The Board has established a CN&G Committee, an Audit & Risk Committee, a Wealth Management & Fiduciary Committee, a Community Reinvestment Act Committee and a Special Matters Committee. Each member of the CN&G Committee and Audit & Risk Committee is an independent

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director as defined by the requirements of the NYSE and our independence standards. The Committee memberships as of the date of this Amendment are set forth below.

Audit & Risk Committee

        The Company's separately designated Audit & Risk Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has appointed Mr. Bloch, Mr. Rosenblum and Mr. Thomas to serve as members of the Audit & Risk Committee. Mr. Rosenblum serves as chairman of the committee. Each member of the Audit & Risk Committee is an independent director as defined by the requirements of the NYSE and our independence standards, and is "financially literate" within the meaning of the NYSE listing standards as determined by the Board in its business judgment. The Board has designated Mr. Thomas as the Audit & Risk Committee "Audit Committee Financial Expert" as defined by the SEC. Under the Corporate Governance Guidelines, Committee members are expected to not serve simultaneously on the audit committees of more than two other public companies, unless the Board determines that such service is (i) not otherwise prohibited and (ii) will not impair the effectiveness and ability to serve effectively on the Audit & Risk Committee. The Committee also functions as the Audit & Risk Committee of City National Bank (the "Bank") and the Trust Audit Committee with audit oversight responsibility for audit, risk and compliance related wealth management and fiduciary activities of the Company.

Contacting the Board of Directors

        Individuals can contact the Board, any Committee, or select Board members (including the independent directors as a group) by sending an email to bdofdirectors@cnb.com or by writing to: Board of Directors, Attention: Corporate Secretary, City National Corporation, 555 S. Flower Street, 18^th Floor, Los Angeles, California 90071. This contact information is also provided on the Company's Corporate Governance Web Page. The Audit & Risk Committee has also established procedures for the receipt, retention and treatment of so-called "Whistleblower" complaints regarding accounting and auditing matters or actual or potential corporate fraud or violation of applicable law, which procedures are stated on the Company's Corporate Governance Web Page.

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Item 11.    Executive Compensation

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis describes our executive compensation program and the 2014 compensation decisions made for our named executive officers ("NEOs") identified in the Summary Compensation Table following this Compensation Discussion and Analysis.

Executive Summary

Very Strong Fiscal 2014 Performance

        The Company delivered very strong financial performance in 2014 and in the fourth quarter of 2014, the Company reported its 87th consecutive profitable quarter. The Company achieved record levels of assets, loans and deposits. The Company's performance reflects the strength of its executive and leadership team and its approximately 3,570 colleagues. They have driven growth through, among other things, increasingly broad product and service offerings, an expanding geographic base, strategic acquisitions and exceptional financial solutions and client service. The Company's strong results for 2014 include the following highlights:

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Consolidated net income attributable to City National Corporation increased 11% to $255.8 million from $230.0 million in 2013. Earnings per share were $4.26, compared with $3.99 per share in 2013.



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Fully taxable-equivalent net interest income for 2014 was $886.7 million.



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Period-end deposit balances grew to a new Company record of $28.11 billion at December 31, 2014. Average deposits increased 11% from 2013, reaching $26.68 billion, and average core deposits increased by 12%. Average core deposits accounted for 98% of deposit balances at year end.



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Period-end loan balances grew to a new Company record of $20.34 billion at December 31, 2014. Average loans increased to $18.45 billion for 2014, up 17% from 2013, with average commercial loans and commercial real estate mortgage loans increasing 19% year over year. These figures exclude loans covered by FDIC loss-sharing agreements.



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Total assets grew to a new Company record of $32.61 billion as of December 31, 2014.



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Assets under management or administration were $60.82 billion as of December 31, 2014.



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Credit quality (excluding loans and other real estate owned, covered by FDIC loss-sharing agreements) continued to improve. Net recoveries for 2014 were $15.4 million. Nonperforming assets decreased to $52.9 million at December 31, 2014 from $81.3 million at December 31, 2013. In light of strong credit quality and significant recoveries, the Company did not record any provision for credit losses in 2014, and released $14.0 million from its loan-loss reserves.

2014 Performance Compensation Program

        We strive to maintain compensation programs that reflect strong governance practices and consistency with our pay for performance philosophy. We set challenging targets under our incentive programs, including our net income target for the CEO's annual bonus plan and the net operating income target that is used to set incentives for the other NEOs. Because our targets are intended to be challenging, our strong performance in 2014 resulted in payments well below the maximum achievable. Our CEO received a bonus equal to 101% of target and our NEOs received bonuses that in the aggregate amounted to 123% of target.

        With respect to long-term incentives, there were no changes to our CEO's compensation for 2014 performance. There were no changes in 2014 to the long-term incentives for our other NEOs, other than the mix of equity vehicles granted. Equity awards in 2014 consisted of a mix of 50% restricted stock and 50% stock options.

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        In July 2014, the CN&G Committee and our CEO entered into an amendment to our CEO's employment agreement. The amendment extended the term of our CEO's employment agreement to July 15, 2017 and revised the long-term incentive compensation structure for our CEO effective beginning in 2015. The amendment, which is described below under Employment Agreements, was intended to increase the tie between our CEO's compensation and the Company's long-term performance. On January 22, 2015, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Royal Bank of Canada, a Canadian chartered bank ("Royal Bank of Canada") and RBC USA Holdco Corporation, a Delaware corporation and wholly owned subsidiary of Royal Bank of Canada ("Holdco"), pursuant to which the Company will merge with and into Holdco with Holdco surviving the merger as a wholly owned subsidiary of Royal Bank of Canada (the "Merger"). The transactions contemplated by the Merger Agreement will be a "change in control" for purposes of the Company's compensation and benefit plans described below.

Strong Compensation and Corporate Governance Practices

        The following are highlights of our strong compensation practices and corporate governance framework, which reinforces our pay for performance culture:

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A Majority of Our CEO's Compensation is Performance Based and Tied to Multiple Performance Metrics. A majority of our CEO's compensation is performance based. Our CEO's compensation is tied to multiple performance metrics to ensure that compensation is measured in relation to different aspects of Company performance, including growth, delivery of stockholder value and performance against peers. This also ensures that our CEO is motivated by overall Company performance rather than a single metric.



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No Excessive Perquisites.  Our NEOs do not receive excessive perquisites and it is our policy to limit perquisites.



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No Pension or Supplemental Retirement Plan.  We do not provide our NEOs with pension or supplemental retirement plan benefits.



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Prohibition of Pledging.  Our policies on trading prohibit pledging of Company stock by our employees and directors.



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Prohibition of Hedging.  Our policies on trading prohibit hedging and other speculative trading in Company stock.



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Stock Ownership Requirements.  Our NEOs are required to hold a multiple of their salary in Company stock pursuant to our stock ownership requirements, further aligning their interests with our stockholders' interests. See Stock Ownership Requirements below for more information.



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No Repricing or Discounted Stock Options.  The Company's 2008 Omnibus Plan ("2008 Plan") prohibits the repricing of any outstanding stock options or the use of discounted stock options.



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Clawback.  Pursuant to his employment agreement, our CEO's incentives are subject to forfeiture and recoupment if based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.



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Double Trigger and No Tax Gross-up.  Our CEO's employment agreement requires a termination of employment in addition to a change in control before change in control benefits are triggered, and there is no golden parachute excise tax gross-up.



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Compensation Plan Risk Assessment.  The CN&G Committee retains and consults with an independent compensation consultant to collaborate with our senior risk officers to conduct an annual risk-based review of all of the Company's employee incentive plans.

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Target Compensation Mix

        Consistent with our pay for performance philosophy, our CEO's target compensation mix is designed to be heavily weighted towards performance based compensation. As depicted in the chart below, 83% of our CEO's target compensation is provided in the form of performance based variable compensation, the value of which is tied to the Company's performance. Variable compensation consists of four components, which is further described below: bonus; cash-settled restricted stock unit ("cash-settled RSU") awards; an earnings-per-share based long-term incentive cash award ("EPS-Based LTI Cash Award"); and a total shareholder return ("TSR")-based long-term incentive cash award ("TSR-Based LTI Cash Award").

CEO—Target Compensation Mix

        The target compensation of our other NEOs is also weighted towards performance based/variable compensation. On average, 68% of their compensation is performance based/variable compensation, including 17% of the target compensation that is tied to time-vested restricted stock, the value of which moves up and down with our stock price.

Average Other NEOs—Target Compensation Mix

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CEO Compensation and Performance Alignment

        Our CEO's annual incentive award under the Variable Bonus Plan ("Variable Bonus Plan") is based on a net income performance goal. As such, in years where net income performance is substantially below our internal goals, our CEO receives little or no annual incentive payout. Notably, as reflected in the graph below, our CEO received $0 actual bonus for performance year 2009 despite the Company maintaining positive net income in 2009 during the worst financial crisis in the United States in the last 70 years.

        The net income goal under the Variable Bonus Plan is intended to be challenging. In fiscal 2014, the net income target was set 7% higher than in 2013. Accordingly, even though 2014 was a year of exceptional financial results, this challenging target resulted in the 2014 Variable Bonus Plan payout remaining nearly flat from 2013 to 2014. Accordingly, the CEO's actual bonus as a percentage of target increased by less than 2% from the prior year. In fact, for the third year in a row, our CEO's bonus payment as a percentage of target has either decreased or remained essentially flat since 2011, despite the fact that our net income has risen by 39% over this time-frame to record levels for the Company.

        As a result of the aggressive net income goal set by the CN&G Committee for fiscal year 2014, our CEO's annual earned bonus remained relatively unchanged, increasing by approximately $32,000 relative to the year prior.

CEO Actual Bonus as Percentage of Target vs. Net Income

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Response to 2014 Advisory Vote on Executive Compensation

        The Company's 2014 annual meeting of stockholders included a non-binding advisory vote on executive compensation. Approximately 87% of the votes cast at the 2014 annual meeting were in favor of the compensation earned by our NEOs. Consistent with the Company's long standing active and open dialogue with its institutional investors, following the filing of our 2014 proxy statement, the Company and its representatives contacted many of our largest institutional stockholders, representing approximately 54% of our outstanding shares (representing the top 30 stockholders), to discuss governance issues of importance to our investors and to answer questions about our compensation programs for our NEOs. Based on the generally favorable responses from our stockholders and the support reflected by the votes ultimately cast at the 2014 annual meeting, the CN&G Committee determined to continue our NEO compensation program in its current form.

Our Compensation Philosophy

        Our executive compensation programs are vital to achieving our objective to become the most recommended financial provider and to build sustainable long-term growth in stockholder value. We design our compensation programs based on a pay for performance philosophy to reward our NEOs both for recent performance and to motivate them to achieve strong future performance for the Company and long-term value for our stockholders. As a result, our compensation program for our NEOs is guided by the following principles:

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Challenge and motivate our executives, their teams and the entire organization to achieve results that support our business and financial strategies.



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Design our compensation plans and programs to encourage sustained and consistent performance while incorporating checks, balances and controls to promote a culture of risk management consistent with our value proposition, and to discourage executives from taking unnecessary and excessive risks that threaten the value of our Company.



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Align our NEOs' interests with the interests of our stockholders by including equity and other long-term awards in our compensation package together with stock ownership requirements to motivate our NEOs to create long-term stockholder value.



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Attract, motivate, retain, and reward our executives by providing a competitive total compensation opportunity.

Role of our Compensation Committee

        Our CN&G Committee is comprised of independent directors and is responsible for reviewing and approving our director and executive compensation plans, policies and programs, including compensation awarded to our CEO and other NEOs. Recommendations regarding the compensation of our NEOs, other than our CEO, are presented by management to the CN&G Committee. The CN&G Committee has the sole authority to retain and terminate any compensation consultant directly assisting it in the evaluation of director, CEO or senior executive compensation. The CN&G Committee also has the sole authority to approve fees and other engagement terms. In its absolute discretion, the CN&G Committee may also seek advice and assistance from internal or external legal, accounting or other advisors. The CN&G Committee may also form and delegate authority to subcommittees when appropriate.

        The compensation of the President of the Bank and CFO is reviewed by our CEO before presentation to the CN&G Committee. The compensation of our other NEOs and executives is reviewed by our Strategy and Planning Committee, comprised of our Chairman Emeritus of the Board, CEO, CFO and President of the Bank, prior to submission to the CN&G Committee. Our CEO's compensation is determined under the terms of his employment agreement based on achievement of previously established performance goals. The CN&G Committee makes the final decision as to compensation of each of our

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NEOs and other executives. Each material action of the CN&G Committee is reported to the full Board at its regular meetings.

Role of Compensation Consultants.

        In 2014, the CN&G Committee retained the services of Frederic W. Cook, LLP ("F.W. Cook") as its independent consultant to advise on the amendment to our CEO's employment agreement, to provide advice and recommendations on senior executive compensation, including an analysis of peer companies used by the Company in computing TSR for our CEO's TSR-Based LTI Cash Award. F.W. Cook generally assists the CN&G Committee with its review of management's recommendations regarding senior executive compensation, including by providing an independent assessment of the recommendation and the underlying data. The CN&G Committee also retained the services of F.W. Cook to work with the Company's senior risk officers to conduct a comprehensive risk review of the Company's incentive compensation plans. See below under Risk Management.

        Our management team retains separate compensation consultants. In 2014, we utilized the services of Semler Brossy Consulting Group ("Semler Brossy") and Towers Watson. We retained Semler Brossy to analyze and provide recommendations with regard to the peer companies used by the Company in computing TSR for our CEO's TSR-Based LTI Cash Award and to advise on the amendment to our CEO's employment agreement. We utilized Towers Watson to provide surveys of competitive pay practices. Towers Watson also prepared specific change in control calculations included in the disclosure set forth below in Potential Payments Upon Termination or Change in Control. The CN&G Committee evaluated the independence of each of these compensation consultants in accordance with SEC rules, and determined that their work did not create any conflicts of interest.

Role of Internal Comparison and Use of Market Comparison Data

        We seek to establish compensation levels that are consistent with the external competitive market and also reflective of the internal value of each position based on our strategies and business goals. Our compensation programs achieve a balance between fixed and variable pay and result in our executives having more pay at risk than non-executive colleagues. As a part of our decision-making process for executive compensation, we internally compare executives' respective roles and their performance. We look at the relative level of complexity and significant differences among the executives' job positions, the position of each job in the Company's hierarchy, the internal reporting relationship of each job position and the added value of each job to the Company and then calibrate the total compensation for each executive appropriately.

        We annually assess the compensation level for executive positions by analyzing market data that is reflective of our talent market. We obtain this data both from published surveys and, as needed, customized surveys, generally analyzing data from companies between one-half to two times our asset size across the banking and financial services sectors. We use this data to evaluate the market position of our executive compensation levels and to recommend changes to executive salaries. We generally evaluate the compensation of our NEOs, other than our CEO, to confirm that we are within a competitive range of the 50th percentile of surveyed companies. However, an individual NEO's pay may differ from this overall competitive positioning strategy due to an individual's performance, experience level, scope of responsibility, unique skills and talents, and the competitive market for the officer's position. Each NEO's current and prior compensation is considered in setting future compensation. The process for setting our CEO's compensation differs as our CEO's compensation terms are set forth in an employment agreement entered into in 2010, as further amended in 2014. In setting CEO compensation, our CN&G Committee considered several factors, including, but not limited to, comparable market data, the proven track record and experience level of our CEO, and the exceptional leadership qualities and highly specialized skills and competencies of our CEO that would not only be favorable but critical to the success of the Company.

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2014 Compensation Elements

        The Company's executive compensation program provides a mix of direct cash and equity compensation and participation in Company-sponsored benefit plans generally available to other colleagues. As described below, the elements of direct compensation include base salary, an annual cash incentive award, and long-term incentive compensation awards. Pursuant to his employment agreement, as amended, the long-term incentive compensation awards made in 2014 to our CEO are a mix of approximately 37.5% EPS-Based LTI Cash Awards and 37.5% cash-settled RSUs, and 25% TSR-Based LTI Cash Awards. The long-term incentive compensation grants made in 2014 to our NEOs (other than our CEO) are a mix of 50% options and 50% restricted stock.

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2014 Compensation Actions for NEOs

CEO Compensation

2014 Annual Base Salary

        Our CEO's base salary is fixed at $980,000 for the term of his employment agreement.

2014 Performance-Based Annual Cash Incentive Compensation

        Our CEO's annual cash incentive award ("Annual Incentive Award") for 2014 performance was awarded pursuant to the Variable Bonus Plan and his employment agreement. The Variable Bonus Plan is designed to permit the tax deductibility of annual incentive awards for our CEO and the next three most highly compensated executive officers (other than our CFO) as of the end of the year. In 2014, the CN&G Committee approved net income as the financial criteria under the Variable Bonus Plan for our CEO, and set the performance goal at $236 million with a target cash incentive award of $1,715,000 (175% of base salary). The net income goal was developed from the Company's budgeting process and reflected the Company's financial and other business goals approved by the Board. The payout range for the Annual Incentive Award is expressed as a percentage of base salary based on the percentage of achievement of the performance goal, as follows:

        In 2014, 101.5% of the net income goal was achieved by the Company. In accordance with his employment agreement and the Variable Bonus Plan, the CN&G Committee approved the payment to our CEO of an incentive bonus of $1,746,759. This award reflects payment of 101.9% of the target award and 178% of base salary. This award reflects the solid growth in our Company's 2014 net income under the leadership of our CEO and illustrates our organization's commitment to its stated objective to pay for performance.

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2014 Long-Term Incentive Compensation

        Annual Incentive Cash-Settled RSU Award.    The size of the cash-settled RSU award granted to the CEO in 2014 was based on the level of achievement of the performance goal established for our CEO's 2013 Annual Incentive Award. Specifically, the CN&G Committee established 2013 net income of $220 million as the performance goal applicable to our CEO's Annual Incentive Award for 2013 performance. While the target level of the 2014 cash-settled RSU award value was $1,125,000, the amount actually awarded was based on the degree to which the Company achieved the 2013 net income goal:

        In 2014, the Company granted 100% of the target annual incentive cash-settled RSU award to our CEO due to the achievement of 100% of the 2013 net income goal. This award vests equally over four years beginning on the second anniversary of the grant date. Vesting for the cash-settled RSU award may be accelerated under certain circumstances, including death, disability, termination without cause or for good reason, the CEO's termination after expiration of his employment agreement currently in effect, or a change in control. These circumstances are further described below under Potential Payments Upon Termination or Change in Control.

        2014 EPS-Based LTI Cash Award.    Our CEO is eligible for an annual long-term incentive cash award based on diluted earnings per share ("EPS") for the 2014-2016 performance period. The CN&G Committee considers an EPS-based award an important complement to the annual bonus, which is based on net income. While the annual bonus rewards net income growth, an EPS-based award is intended to ensure that such growth is not achieved at the expense of stockholder value.

        The target EPS-Based LTI Cash Award is $1,125,000. Actual payment is determined by comparing the Company's cumulative actual EPS for the performance period to the sum of the three separate annual target EPS performance goals set by the CN&G Committee at approximately the start of each year. The EPS target set by the CN&G Committee each year is developed from the Company's budgeting process and reflects rigorous performance goals approved by the CN&G Committee and the Board, taking into account historical performance, current and expected economic conditions, and the Company's operating and investment plans. The CN&G Committee believes these additional performance conditions strengthen the linkage between compensation earned and the value delivered to our stockholders. In addition, this award reduces share utilization and dilution to our stockholders by settling the award in cash instead of stock.

        The following table shows the percentage of the target EPS-Based LTI Cash Award payable based on percentage achievement of the performance goal. The target award value is payable at achievement of 100% or more of cumulative target EPS for 2014-2016, scaling down to 60% if 75% of cumulative target EPS is achieved. If less than 75% of the EPS goal is achieved, then no amount is paid.

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        The EPS-Based LTI Cash Award has also been structured to give the CEO an opportunity to earn an additional award, but only if long-term EPS performance is significantly above target. Above target payout requires, however, above target performance for a longer time period than three years—either four or five years.

        Specifically, an additional award is payable if cumulative actual EPS is at least 105% of cumulative target EPS for the performance period. At 105% achievement, the additional award is an additional 33.33% of the target award ($375,000), scaling up to an additional 50% of the target award ($562,500) if actual cumulative EPS is 107.5% or more of the cumulative target award. It should be emphasized that the additional award requires achievement significantly in excess of target—no additional award is payable unless target is exceeded by at least 5%.

        The additional award can be entirely earned for the 2014-2017 performance period if 107.5% of the target is met. To the extent the entire award is not earned for the 2014-2017 performance period, the unearned amount can still be earned if cumulative performance for the 2014-2018 performance period is high enough. For example, if cumulative EPS is 105% of target for 2014-2017, this would result in an additional award of $375,000. While the remaining $187,500 can be earned if 2014-2018 cumulative EPS is 107.5%, it should be noted that the 2014-2018 earnout is based on cumulative performance, so it will require superior performance in 2018 to achieve the maximum award. By way of example (the following numbers are illustrative only and do not represent projections with respect to future EPS), if the EPS target for each of the years from 2014-2017 were $4, the 105% threshold would require cumulative EPS to be $16.80 (105% of $16). By way of illustration, suppose that cumulative EPS were $16.80 for 2014-2017. In that case, if the EPS target for 2018 were again $4, the 107.5% achievement level would only be met for 2014-2018 if actual EPS for 2018 were $4.70 (117.5% of target) because the actual EPS in 2018 would have to be very significantly above 107.5% to make up for prior years. In effect, the payout curve in 2018 is significantly steeper than the payout curve for 2014-2017 because of the need to perform better than the 2014-2017 average to get any additional payout.

        In general, the payment of amounts earned, if any, under the EPS-Based LTI Cash Award for a performance period is contingent on employment through the end of the applicable performance period. Vesting for the EPS-Based LTI Cash Award may be accelerated under certain circumstances, including death, disability, termination without cause or for good reason, the CEO's termination after the expiration of his employment agreement currently in effect, or a change in control. Other than in the case of a change in control, accelerated vesting does not modify the performance requirements previously described. These circumstances are further described below under Potential Payments Upon Termination or Change in Control.

        In 2014, the Company's diluted EPS was $4.26, which was 101.4% of the 2014 target EPS goal of $4.20 set by the CN&G Committee in February 2014. In 2013, the Company's diluted EPS was $3.99, which was slightly below the 2013 target EPS goal of $4.01 set by the CN&G Committee in February 2013. In 2012, the Company's diluted EPS was $3.83, which was 109% of the target EPS goal of $3.51.

        As a result of achieving a three-year diluted EPS total of $12.08, which was 103.1% of the target three-year EPS goal of $11.72 for 2012-2014, 100% of the 2012-2014 EPS-Based LTI cash award was earned in 2014. This resulted in a payout of $1,125,000 to our CEO.

        2014 TSR-Based LTI Cash Award.    Our CEO is eligible for an annual long-term incentive cash award based on a comparison of the Company's three-year TSR for the July 1, 2014 through June 30, 2017 performance period relative to the SNL Bank Index, with a target award value of $750,000. The value of the award is determined by comparing the percentile ranking of the Company's TSR on the last day of the performance period to the TSRs measured as of such date for the companies (excluding the Company) ranked as the 11^th through 50^th of the largest banks in the SNL Bank Index as measured by assets (the "TSR Peers"). The Company ranks at approximately the 63rd percentile in assets and the 58th percentile in market capitalization of the TSR Peers as of December 31, 2014.

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        The TSR Peers as of December 31, 2014 are as follows:

        The TSR-Based LTI Cash Award pays the target award value at 50^th percentile performance and pays above target award value for at least 75^th percentile performance, with a range for threshold to maximum performance from $0 to $1,125,000. The TSR-Based LTI Cash Award links pay to Company stock-price performance as compared to its peers and, as compared to the prior use of stock options, reduces share utilization and dilution to our stockholders through cash settlement. The award amount payable is calculated based on the Company's three-year TSR percentile ranking versus the TSR Peers as follows:

        Clawback.    If the Annual Incentive Award, cash-settled RSU award, EPS-Based LTI Cash Award or TSR-Based LTI Cash Award is or was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, the excess compensation is subject to forfeiture and recoupment.

Other Named Executive Officers

2014 Annual Base Salary

        During its 2014 annual compensation review, the CN&G Committee approved merit increases in the base salaries of the NEOs based on Company and individual performance to the following amounts, effective March 2014. Increases were generally based on the NEO's overall performance as well as the NEO's position relative to median market survey data.

2014 Annual Cash Incentive Compensation

        The Annual Incentive Award for 2014 performance was awarded under the Executive Management Incentive Compensation Plan ("Executive Plan") for our CFO and under the Variable Bonus Plan for our

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other NEOs. The CN&G Committee designated Christopher J. Warmuth, Brian Fitzmaurice and Michael B. Cahill as participants in the Variable Bonus Plan for 2014. Mr. Carey, our CFO, participated in the Executive Plan. The CN&G Committee used the funding formulas and performance factors under the Executive Plan as the basis for its determination of the awards to the participants under the Variable Bonus Plan.

        Awards under the Variable Bonus Plan and Executive Plan are determined based on Company performance, individual performance and the performance of each executive's area of responsibility. Under these plans, management sets a financial goal for net operating income ("NOI") which is reviewed and approved by the CN&G Committee. Actual performance is measured against the NOI goal to determine award amounts. NOI is calculated as net income available to common stockholders, excluding unusual corporate gains or losses (net of tax) to prevent either unearned enrichment or unjust penalties for incentive plan participants. In 2014, the NOI performance goal was $236 million with funding capped at 150% of the target bonus for achievement of 127% or more of the NOI performance goal. If less than 85% of the NOI performance goal is achieved, there is no funding of the Company performance component for any participant in the Executive Plan.

        Financial goals were also set for each line division of the Company as part of setting internal financial and strategic goals, and goals with significant division and/or Company-wide impact were also set for heads of the staff divisions. Mr. Carey and Mr. Warmuth have responsibility for the performance of the entire organization, and funding of awards to them is based 100% on the Company's performance relative to the NOI performance goal. Mr. Fitzmaurice and Mr. Cahill are each responsible for a staff division, and funding of awards to them is based 60% on the Company's performance relative to the NOI performance goal and 40% based on an evaluation of their respective annual division and/or individual performance. In order for the division portion of the Plan to fund, at least 65% of the Company NOI performance goal must be achieved, and at least 85% of the division performance objectives must be achieved. Funding and payment of the awards is subject to an individual performance modifier which can result in an upward or downward adjustment by as much as 20%.

        The target and maximum permissible payouts expressed as a percentage of base salary for the NEOs for 2014 were as follows. The maximum payment percentage is a function of each NEO's (1) individual target annual incentive award, (2) the maximum financial component payable at 150% of target and (3) the maximum upward adjustment of 20% for individual performance.

        For 2014, 101.5% of the Company's NOI performance goal was achieved. The Company performance component was funded at 103% for each participant in the Executive Plan. To determine the award amount for each NEO, the CN&G Committee considered the Company's 2014 strong financial performance, as well as each of the NEOs' contribution to that performance, and the performance of each of them against their division and/or individual goals, as appropriate. The CN&G Committee approved the funding of the awards to each NEO at the percentage amount set forth below. The bonuses paid to each

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executive reflected the following percentage of the maximum bonus that the executive could have received under the applicable bonus plan for the Company's 2014 performance:

        The actual incentive award amounts for each NEO are set forth below in the Summary Compensation Table. The awards reflect the evaluation of each NEO's individual performance as well as an evaluation of his overall contributions to the Company's strong performance for 2014.

        In order to maximize the deductibility of the compensation and incentive payments to the NEOs, the requirements of Section 162(m) of the Internal Revenue Code of 1936, as amended (the "Code") were taken into account in the structure of the Variable Bonus Plan. At the start of 2014, the CN&G Committee reviewed and approved revenue as the financial criteria under the Variable Bonus Plan to determine whether the maximum permissible incentive for 2014 could be funded for each of Mr. Warmuth, Mr. Fitzmaurice, and Mr. Cahill, and set the performance goal at $950 million. In each case, these awards could then be reduced, but not increased, at the sole discretion of the Committee. The 2014 revenue goal was achieved.

2014 Long-Term Incentive Compensation

        The CN&G Committee approves awards for long-term incentive compensation for the NEOs at the same time as annual cash compensation to ensure the CN&G Committee considers all elements of proposed compensation concurrently. In granting long-term compensation to the NEOs, the CN&G Committee follows a methodology including establishing the total dollar value of the award taking into account expectations for the executive's future contribution to the Company's long-term success, its strategic business plan and the role of the executive, individual performance, market data, internal parity, prudent corporate level expense management and consistency in equity award policies and practices.

        In 2014, the CN&G Committee approved the grant of a mix of options and restricted stock. The CN&G Committee continues to believe that equity based awards should constitute a core element of long-term compensation. The long-term compensation grants made in 2014 to our NEOs (other than our CEO) are a mix of approximately 50% options and 50% restricted stock. The restricted stock vests 25% per year beginning on the second anniversary of the grant date. Options vest 25% per year beginning on the first anniversary of the grant date.

        The following table sets forth the grants of equity based awards to the NEOs in 2014. It provides the number of shares of stock options and restricted stock granted to each NEO as part of their annual equity based award. The value of each award reflects the significance of the individual's responsibilities, their attractiveness to competitors, and the retention value of their previous equity awards. These awards were granted under the 2008 Plan.

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Stock Ownership Requirements

        Our stock award program requires our NEOs to own a specific minimum amount of our common stock consistent with our stated principle to align our NEOs' interests with our stockholders' interests. The amount of common stock our NEOs must own varies depending upon the NEO's position and is computed as a multiple of annual base salary. Stock ownership requirements are phased in over five years with the first phase of the requirement becoming applicable three years from hire date or change in officer position. As of April 13, 2015, each NEO met and exceeded the applicable stock ownership requirements. The stock ownership requirements currently applicable to the NEOs are listed below:

        Ownership may be achieved in several ways including shares owned directly, vested RSUs, stock held in our Profit Sharing Plan, units in the CNC Stock Fund, 50% of the gain on in-the-money exercisable stock options and 50% of unvested restricted stock and RSUs. The higher of the actual spot date price or the one year simple moving average price for the Company's stock may be used in determining compliance with these ownership requirements.

Restrictions on Hedging and Pledging

        Our Securities Trading Policy, which applies to all of our employees and directors, prohibits the pledge of Company stock and has for many years included a prohibition on hedging or speculative trading in Company stock.

Employment Agreements

        Other than our CEO, the NEOs do not have employment agreements. Russell Goldsmith serves as Chairman of the Board, CEO and President of the Company and Chairman of the Board and CEO of the Bank. The Company entered into an employment agreement with Mr. Goldsmith on June 24, 2010 for a term of four years commencing July 16, 2010 which was subsequently amended in March 2012. The Company entered into an additional mutually agreed upon amendment to Mr. Goldsmith's employment agreement on July 14, 2014 (the "2014 amendment") which extended the term of the employment agreement to July 15, 2017 and modified the structure of Mr. Goldsmith's long-term compensation effective in 2015.

        The 2014 amendment modifies the performance target and the target award value of the annual incentive cash-settled RSU award. Mr. Goldsmith is entitled to an annual incentive cash-settled RSU award with a target award value of $1,225,000 if the Company's net income goal for the fiscal year in which the award is granted is achieved at 75% of target or above, scaling down based on the percentage of the target net income goal achieved. The award is forfeited in its entirety if less than 50% of the target net income goal is achieved. In lieu of the annual EPS-Based LTI Cash Award, the 2014 amendment provides for a long-term incentive cash award with a target award value of $1,325,000 based on the Company's performance relative to Peer Banks (as defined in the 2014 amendment) for a three-year performance measurement period as measured by (1) growth in cumulative actual diluted earnings per share, (2) return on tangible equity, (3) net charge-offs to total loans, and (4) nonperforming assets to total loans. Mr. Goldsmith is entitled to the maximum award value of $579,687.50 for each performance segment only

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if the Company's performance is at the 75th percentile or above relative to the Peer Banks, scaling down based on the Company's percentile rank relative to the Peer Banks. No payout will be made for a particular performance segment if the Company's performance for such performance segment is below the 35th percentile. The 2014 amendment also modifies the potential award value at the target, maximum and threshold levels for the TSR-Based LTI Cash Award. The TSR-Based LTI Cash Award pays the target award value of $1,000,000 at 50^th percentile performance and pays above target award value for at least 75^th percentile performance, with a range for threshold to maximum performance of $0 to $1,750,000. The award will be earned based on the Company's performance relative to Peer Banks for a three-year performance measurement period beginning on July 1 of the year of grant. No payout will be made for a TSR-Based LTI Cash Award if the Company's performance is below the 25th percentile.

        Our CEO's employment agreement does not provide for a golden parachute excise tax gross-up and requires a termination of employment in addition to a change in control before change in control benefits are triggered. See Potential Payments Upon Termination or Change in Control for further information regarding the rights of our CEO and the Company in various termination scenarios and upon a change in control of the Company.

Termination of Employment and Change in Control Plans and Agreements

        The rights and obligations of our CEO and the Company upon a change in control are governed by the terms of his employment agreement, as amended, which provides benefits in the event of a change in control of the Company ("CEO CIC Agreement"). Change in control payments, benefits and rights are set forth in the Strategy & Planning Committee Change in Control Severance Plan ("S&P Plan") for Christopher J. Carey and Christopher J. Warmuth, and in the Executive Committee Change in Control Severance Plan ("EC Plan," and together with the S&P Plan, the "CIC Plans") for Brian Fitzmaurice and Michael B. Cahill.

        The CIC Plans and the CEO CIC Agreement are designed to promote stability and continuity of management despite the risk of job loss in the event of termination due to a change in control, and are consistent with market practices. The CIC Plans and CEO CIC Agreement provide that following a defined change in control event, cash severance payments are paid upon involuntary termination for any reason, other than cause, death or disability, or upon termination for "good reason," within 12 months (36 months for the CEO) of the occurrence of a change in control. The CIC Plans (but not the CEO CIC Agreement) also provide that a termination for "good reason" includes a voluntary termination of employment during the 30-day period immediately preceding the first anniversary of the change in control. The CEO CIC Agreement provides that following a change of control, the CEO will be employed for the greater of three years or the remaining term of his employment agreement. This structure provides for transition in the event of a change in control and provides an incentive for the NEOs to remain with the successor organization after a change in control.

        Information regarding applicable payments under these agreements for the NEOs is provided below under Potential Payments Upon Termination or Change in Control.

Executive Compensation Tax and Accounting Considerations

        Deductibility of Executive Compensation.    Section 162(m) of the Code generally disallows a tax deduction for compensation over $1,000,000 paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers, other than the Chief Financial Officer, unless the compensation qualifies as performance based. To maintain flexibility in compensating executive officers, the CN&G Committee does not require all compensation to be awarded in a tax-deductible manner, but it is their intent to do so to the extent possible and consistent with overall corporate goals.

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Risk Management

        At the request of the CN&G Committee, the Company's senior risk officers and F.W. Cook conducted a risk-based review of the Company's employee incentive plans in 2014. The objective of the review was to identify areas of risk or potential for unintended consequences that exist in the design of compensation programs and to identify potential areas of concern in the Company's incentive plans relative to the Company's enterprise risk factors. Design features of the incentive plans that mitigated risk were taken into consideration in evaluating the overall results.

        The CN&G Committee considered the results of this review for 2014. With the concurrence of the Company's Senior Risk Management Officer and F.W. Cook, the CN&G Committee concluded that there were no significant risk areas from an incentive compensation risk perspective, the incentive plans were generally well aligned with compensation design principles, and the risks arising from the Company's incentive compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

        The review also considered the Guidance on Sound Incentive Compensation Policies jointly issued in June 2010 by federal bank regulatory agencies and proposed rules issued pursuant to section 956 of the Dodd-Frank Act, each of which contain further guidance for assessing risk with respect to employee compensation plans. The Company will continue to monitor the impact of the Guidance and the proposed rules with respect to its incentive compensation program and risk.

Compensation Committee Interlocks and Insider Participation

        During 2014, none of the members of the CN&G Committee was an officer or employee or former officer of the Company or any of its subsidiaries. During 2014, none of our executive officers or employee-directors served as a director of an entity in which a member of the CN&G Committee or any other independent director of the Company is an executive officer. None of the members of the CN&G Committee had any relationship required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Compensation Committee Report

        The Compensation, Nominating & Governance Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and, based on such review and discussion, the Compensation, Nominating & Governance Committee has recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

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SUMMARY COMPENSATION TABLE

        The table below summarizes the total compensation paid or earned by our NEOs for each of the fiscal years indicated.

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2014 GRANTS OF PLAN-BASED AWARDS

        The following table provides information on grants of plan-based awards to the NEOs during fiscal year 2014. The material terms of the equity compensation awards are set forth above in Compensation Discussion and Analysis.

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2014 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

        The following table sets forth information about outstanding equity awards to the NEOs at December 31, 2014.

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2014 OPTION EXERCISES AND STOCK VESTED

        The following table contains information relating to the exercise of stock options and vesting of restricted stock and RSUs during fiscal year 2014.

2014 NONQUALIFIED DEFERRED COMPENSATION

        Pursuant to the Executive Deferred Compensation Plan ("Executive DCP"), colleagues who are senior vice presidents or above (or equivalent positions) can elect to defer up to 75% of their salary, up to 100% of their commissions, and up to 100% of their annual non-equity incentive bonus compensation, and, up to 100% of their cash-settled RSUs, cash-settled performance share units and cash-settled performance unit awards, instead of receiving these amounts as cash payments taxable in the year of receipt. The Company makes a contribution to the account of each participant whose Profit Sharing Plan employer contribution was reduced as a result of deferrals to the Executive DCP. Any amount of base salary and/or commission that a colleague defers into the Executive DCP is not counted for purposes of calculating eligible compensation under the Profit Sharing Plan. If the Company makes a Profit Sharing Plan employer contribution, then the Company will contribute to a participant's account in the Executive DCP an amount equal to the amount of compensation (as such term is used in the Profit Sharing Plan) that such participant has elected to defer multiplied by the percentage of compensation that participants in the Profit Sharing Plan received as an employer contribution. Other than any profit sharing make-up contribution, contributions to the Executive DCP consist solely of colleague deferrals.

        Under the Executive DCP, colleagues may select from investment options, approved by the Company's Benefits Committee, in which the deferred compensation is deemed to be invested, including the CNC Stock Fund. Other than the CNC Stock Fund, the investment options are non-publicly traded mutual funds, and are only available through variable insurance products. Participants have no ownership interest in any of the investment options they select, as the investment options are used principally to measure gains or losses. In addition, share equivalents allocated to the CNC Stock Fund do not have voting

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rights. Investment experience is credited to the executives' accounts daily, net of all investment option related expenses. There is no guaranteed investment return on any deferred compensation amounts. Other than the CNC Stock Fund, executives may change investment allocation elections as often as daily. An executive will not subsequently be able to change his or her investment election (or diversify out of the CNC Stock Fund) for any amounts which the executive has designated to be invested in the CNC Stock Fund, except upon the consummation of a Change in Control Event. The table below shows the seventeen funds in which more than 70% of the assets deferred to the Executive DCP have been allocated and their annual rate of return for the calendar year ended December 31, 2014, as reported by MullinTBG, the plan record keeper for the Executive DCP. These funds and the other investment options available to participants are used as the index for calculating investment returns on executives' deferrals under the Executive DCP.

        The unfunded, non-qualified plan structure of the Executive DCP is required in order to preserve the beneficial tax deferral treatment for participating colleagues. Amounts in a colleague's deferral account represent unsecured claims against our assets.

        Deferred amounts together with any credited investment returns are paid out to participating colleagues in accordance with their advance written election either (i) in a lump sum or in installments commencing at a specified date during the colleague's employment for amounts other than those invested in the CNC Stock Fund, or (ii) upon termination of employment. No in-service distribution election may be made for any funds deemed invested in the CNC Stock Fund. Hardship distributions are permitted for reason of "unforeseeable emergencies" and are subject to approval by the Benefits Committee. Non-scheduled in-service withdrawals are permitted only with respect to deferrals not subject to Section 409A of the Code and are subject to forfeiture equal to 10% of the amount withdrawn. Separate distribution elections are made for each deferral year, generally prior to the end of the prior deferral year. Changes to distribution elections are allowed in accordance with Executive DCP plan provisions and for compliance with Section 409A of the Code with respect to deferrals made for calendar years 2005 and later.

        In 2012, our CEO's Supplemental Retirement Benefit Agreement was amended to terminate our CEO's right to receive supplemental retirement benefits in exchange for fully vested interests in a CNC

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Stock Fund administered outside of the Executive DCP. On March 14, 2012, the actuarial present value of the accumulated SERP benefit was frozen as of that date and invested in fully vested interests in the CNC Stock Fund, which is measured in shares of our common stock. Share equivalents allocated to the CNC Stock Fund do not have voting rights. Cash dividends which are paid on our common stock are deemed paid on the number of shares of our common stock represented in the CNC Stock Fund and deemed reinvested in the CNC Stock Fund on the dividend payment date. Our CEO is entitled to receive the lump sum value of the CNC Stock Fund, payable solely in shares of our common stock, on the first day of the month following his termination of employment for any reason. Our CEO is not entitled to any installment or annuity payments related to this benefit.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

        The potential payments to each of our NEOs in the event of their termination or a change in control are discussed below. The following information is presented as if a termination event occurred on December 31, 2014. The amounts shown include amounts earned through that time and are estimates of the amounts that would be paid out to the NEOs upon their termination. The actual amounts to be paid out can only be determined at the time of an actual termination.

Payments Made Upon Any Termination of Employment

        Regardless of the manner in which a NEO's employment terminates, the officer would be entitled to receive the following amounts earned during the officer's term of employment: (i) the balance of the executive's deferred compensation account, which includes only personal deferrals and related earnings and does not include a Company contribution, with distributions delayed until at least 6 months after termination; and (ii) amounts accrued and vested through our Profit Sharing Plan. Our CEO would be entitled to receive a lump sum distribution from the CNC Stock Fund payable in shares of the Company's common stock which at December 31, 2014 was valued at $14,280,092 under each termination scenario described below. For each NEO, see 2014 Nonqualified Deferred Compensation for aggregate balances as of December 31, 2014, which balances would be distributed pursuant to the NEO's election made at enrollment, six months after termination. The potential payments described below for each NEO are in addition to these amounts.

        Potential payments in each scenario described below are in addition to the following equity compensation:

Payments Made Upon Retirement

        Upon retirement after reaching age 65 by the NEOs other than Russell Goldsmith: (i) subject to expiration, vested stock options must be exercised within three years following retirement or they are forfeited; (ii) vested RSUs would convert to shares and be delivered to the executive at least 6 months after termination; and (iii) unvested stock options, restricted stock, cash-settled RSUs and RSUs would be forfeited immediately.

        Under the terms of his employment agreement, upon retirement on or after age 62, our CEO is entitled to receive office space and secretarial support for five years valued at $1,042,800. With regard to stock options, (i) vested stock options would have to be exercised within 10 years of the grant date or they would be forfeited; (ii) unvested stock options granted prior to June 24, 2010 would vest immediately and be exercisable for 10 years following the grant date; and (iii) all other unvested options would be forfeited

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immediately upon retirement. With respect to restricted stock, RSUs, cash-settled RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards, (i) vested RSUs would convert to shares and be delivered at least 6 months after retirement; (ii) unvested restricted stock, RSUs and cash-settled RSUs would be forfeited immediately; (iii) unvested EPS-Based LTI Cash Awards would be forfeited if such retirement occurs prior to July 15, 2017, and shall vest in full if retirement occurs on or after July 15, 2017; and (iv) unvested TSR-Based LTI Cash Awards would be forfeited if such retirement occurs prior to July 15, 2017, and shall vest in full if retirement occurs on or after July 15, 2017. As of December 31, 2014, the total value of the foregoing amounts payable to our CEO upon retirement after age 62 is $1,042,800.

Payments Made Upon Termination of Employment Without Cause or Resignation

        If a NEO is terminated without cause or resigns before reaching retirement age, the following would apply: (i) subject to expiration, vested stock options would have to be exercised within 90 days following termination or resignation or they would be forfeited; (ii) vested RSUs would convert to shares and be delivered to the executive at least six months after termination or resignation; and (iii) unvested stock options, restricted stock, cash-settled RSUs and RSUs would be forfeited immediately.

        Upon termination of employment without cause or by our CEO for good reason, our CEO would be entitled to the following benefits as of December 31, 2014: (i) lump sum payment of base salary he would have received had his employment agreement been extended for three years ($2,940,000); (ii) lump sum payment of the Annual Incentive Award he would have received had his employment agreement been extended for three years calculated based on 175% of annual base compensation ($5,145,000); (iii) an amount equal to the Company's contributions to the Profit Sharing Plan he would have received if his employment continued for three more years, measured based on the greatest amount contributed by the Company during the three years prior to termination ($66,200); (iv) continuation of healthcare benefits for three years ($50,871); and (v) office space and secretarial support for five years ($1,042,800).

        With regard to stock options, (i) vested stock options would have to be exercised within 10 years of the grant date or they would be forfeited; and (ii) unvested stock options granted under his employment agreement would vest immediately and be exercisable for 10 years following the grant date. With respect to our CEO's restricted stock, RSUs, cash-settled RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards, (i) vested RSUs would convert to shares and be delivered at least six months after termination; (ii) unvested restricted stock would vest immediately and be delivered; (iii) unvested RSUs would vest immediately, convert to shares and be delivered at least six months after termination; (iv) unvested cash-settled RSUs would vest immediately and convert to cash; and (v) the forfeiture restrictions on his outstanding EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards will lapse and he will be eligible to receive the value of the awards at the end of the performance period based on actual performance ($7,312,500 based on the target award value at December 31, 2014). As of December 31, 2014, the value of accelerated vesting and delivery of stock options, restricted stock, RSUs, cash-settled RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards upon termination without cause is $14,035,243. As of December 31, 2014, the total value of the foregoing amounts payable to our CEO upon termination without cause or resignation for good reason is $23,280,114.

Payments Made Upon Termination of Employment for Cause

        Upon a termination for cause: (i) stock options, both vested and unvested, would be forfeited immediately; (ii) unvested restricted stock, cash-settled RSUs, RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards would be forfeited immediately; and (iii) vested RSUs would convert to shares and be delivered at least 6 months after termination.

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Payments Made Upon Death or Disability

        In the event of the termination of employment of a NEO, other than our CEO, due to the officer's death: (i) unvested stock options would vest immediately and, subject to expiration, all vested stock options would have to be exercised within one year following death or they would be forfeited; and (ii) unvested restricted stock, unvested cash-settled RSUs and unvested RSUs would vest immediately; and (iii) all vested RSUs would convert to shares and be delivered to the executive's estate at least six months after death.

        For NEOs, other than our CEO, upon termination of a NEO's employment because of disability, including permanent and total disability as defined under the Code: (i) unvested stock options would vest immediately and, subject to expiration, all vested stock options would have to be exercised within three years or they would be forfeited; and (ii) unvested restricted stock, unvested cash-settled RSUs and unvested RSUs would vest immediately; and (iii) all vested RSUs would convert to shares and be delivered to the executive at least 6 months after termination.

        As of December 31, 2014, the following is the value of accelerated vesting and delivery of stock options, restricted stock, cash-settled RSUs and RSUs upon death or total disability: Christopher J. Warmuth—$6,393,397; Christopher J. Carey—$5,960,049; Brian Fitzmaurice—$2,443,706; and Michael B. Cahill—$2,632,861.

        Under the terms of his employment agreement, upon death or disability, our CEO (or his estate) is entitled to the same payments as summarized above for termination without cause, except with respect to office space or secretarial support in the event of our CEO's death. Unvested stock options would vest immediately and vested stock options would have to be exercised within one year of death, subject to expiration (3 years if termination of employment is due to disability) or they would be forfeited. With respect to restricted stock, RSUs, cash-settled RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards, (i) vested RSUs would convert to shares and be delivered at least six months after termination; (ii) unvested restricted stock would vest immediately and be delivered; (iii) unvested RSUs would vest immediately, convert to shares and be delivered at least six months after termination, (iv) unvested cash-settled RSUs would vest immediately and convert to cash; (v) the forfeiture restrictions on his EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards would lapse and he would be eligible to receive the value of the award at the end of the performance period based on actual performance ($7,312,500 based on the target award value at December 31, 2014). As of December 31, 2014, the value of accelerated vesting and delivery of stock options, restricted stock, RSUs, cash-settled RSUs, EPS-Based LTI Cash Awards and TSR-Based LTI Cash Awards upon termination without cause is $14,035,243. As of December 31, 2014, the total of the foregoing amounts payable to our CEO upon termination for disability is $23,280,114 and upon termination for death is $22,237,314.

Payments Made on Involuntary or Good Reason Termination of Employment in the Event of a Change in Control

        In the event of an involuntary or good reason termination of employment of a NEO (other than our CEO) following a change in control, the NEO would be entitled to the payments and benefits described below under the terms of the applicable CIC Plans. The rights and obligations of our CEO and the Company upon a change in control are set forth in the CEO CIC Agreement. In general terms, and subject to specific exceptions and requirements included in the CIC Plans or CEO CIC Agreement, a "change in control" event includes (i) the acquisition of 30% or more of the Company's outstanding common stock or voting power (other than by certain existing stockholders); (ii) a change of the majority of the existing Board; (iii) a transaction resulting in a change of 50% or more of the common stock and voting power of the Company; (iv) any entity acquiring 30% or more of the common stock or voting power; (v) a change of the majority of the Board approving the transaction; or (vi) liquidation or dissolution of the Company.

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        The CIC Plans provide that upon termination for death or disability during the one-year period beginning on the date of a defined change in control event, the NEOs (other than our CEO) would be entitled to (i) a lump sum payment of the NEO's annual base salary through the date of termination to the extent not already paid (the NEO's salaries were paid through December 31, 2014 and therefore, no amount would be owed) and a pro rata portion of the highest annual bonus paid to the NEO in the prior three years for the year in which termination occurs. As of December 31, 2014, the following amounts would be payable upon termination for death or disability following a change in control: Christopher J. Warmuth—$1,050,000; Christopher J. Carey—$1,000,000; Brian Fitzmaurice—$600,000; and Michael B. Cahill—$575,000.

        The CIC Plans and the CEO CIC Agreement provide that following a defined change in control event, cash severance payments are paid upon involuntary termination for any reason other than cause, death or disability, or termination for "good reason" within 12 months (36 months for the CEO) of the occurrence of a change in control. The CIC Plans (but not the CEO CIC Agreement) provide that termination for good reason includes a voluntary termination of employment during the 30-day period immediately preceding the first anniversary of the change in control.

        Upon an involuntary or good reason termination following a change in control, the NEOs (other than our CEO) would be entitled to the following benefits: (i) a lump sum payment of the NEO's annual base salary through the date of termination to the extent not already paid (the NEO's salaries were paid through December 31, 2014 and therefore, no amount would be owed) and a pro rata portion of the highest annual bonus paid to the NEO in the prior three years for the year in which termination occurs; (ii) a lump-sum payment of three times (two times for Brian Fitzmaurice and Michael B. Cahill) base salary and annual bonus, with the basis for the salary payout being 12 times the highest monthly base salary previously paid to the NEO, and the basis for the bonus payout being the highest annual bonus paid to the NEO in the prior three years; (iii) an amount equal to the Company's contributions to the Profit Sharing Plan that the NEO would have received if his employment continued for three more years (two years for Mr. Fitzmaurice and Mr. Cahill), measured based on the greatest amount contributed by the Company during the three years prior to termination; (iv) healthcare benefits for three years (two years for Mr. Fitzmaurice and Mr. Cahill); (v) outplacement services for two years; and (vi) subject to the discretion of our CN&G Committee, all unvested stock options would vest immediately at the time of change in control, subject to expiration, all vested options would have to be exercised within 90 days or they would be forfeited, unvested restricted stock and unvested RSUs and cash-settled RSUs would vest immediately at the time of change in control, and all vested RSUs would convert to shares and be delivered to the executive at least six months after termination.

        Upon an involuntary or good reason termination by Russell Goldsmith following a change in control, Russell Goldsmith would be entitled to the following benefits: (i) a lump sum payment of his annual base salary through the date of termination to the extent not already paid (his salary was paid through December 31, 2014 and therefore, no amount would be owed) and a pro rata portion of his Annual Incentive Award calculated based on 175% of annual base compensation ($1,715,000); (ii) lump sum payment of base salary he would have received had his employment agreement been extended for three years ($2,940,000); (iii) lump sum payment of the Annual Incentive Award he would have received had his employment agreement been extended for three years calculated based on 175% of annual base salary ($5,145,000); (iv) an amount equal to the Company's contributions to the Profit Sharing Plan he would have received if his employment continued for three more years, measured based on the greatest amount contributed by the Company during the three years prior to termination ($66,200); (v) healthcare benefits for three years ($50,871); (vi) outplacement services for two years ($16,000); and (vii) office space and secretarial support for five years ($1,042,800). Subject to the discretion of our CN&G Committee, (i) all unvested stock options would vest immediately at the time of change in control and remain outstanding until the expiration of their terms; (ii) all vested options would remain outstanding until the expiration of their terms; (iii) unvested restricted stock and all unvested RSUs and cash-settled RSUs would vest

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immediately at the time of the change in control; and (iv) all vested RSUs would convert to shares and be delivered to the executive at least six months after termination. Our CEO would be entitled to the deemed value of his outstanding EPS-Based LTI Cash Awards (the deemed value of each EPS-Based LTI Cash Award is $1,500,000) and TSR-Based LTI Cash Awards (the deemed value of each TSR-Based LTI Cash Award is $1,000,000). The CEO CIC Agreement does not include a gross-up provision or the ability to terminate voluntarily during the 13^th month following a change in control.

        The following table describes the payment upon an involuntary termination or good reason termination following a change in control of the Company, as of December 31, 2014, for each NEO.

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DIRECTOR COMPENSATION

        For director compensation, we use a combination of cash fees and compensation tied to our common stock to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the amount of time that directors expend in fulfilling their duties as well as the skill required for members of our Board. The following table summarizes annual compensation for non-employee directors:

        Director Stock Ownership Requirement.    Within three years after joining our Board, non-employee directors are required to own at least $100,000 worth of our common stock. As of April 13, 2015, each current non-employee director exceeds this ownership requirement, other than Mr. Ali who joined the Board on September 1, 2013 and Clifford Gilbert-Lurie who joined the Board on June 18, 2014. Ownership may be achieved in several ways, including directly owned stock and stock fund units in the CNC Stock Fund. The higher of the actual spot date price or the one year simple moving average price for the Company's stock may be used in determining compliance with these ownership requirements. See Security Ownership of Certain Beneficial Owners and Management below for further detail.

        CNC Stock Fund and Deferred Compensation Program.    The Director DCP allows non-employee directors to elect each year to defer up to 100% of the Annual Award, Board Annual Retainer, committee chair retainers and meeting fees, instead of receiving these amounts as cash payments taxable in the year of receipt. Under the Director DCP, directors may designate select investment options in which the deferred director payments are deemed to be invested. The investment options include the CNC Stock Fund and non-publicly traded mutual funds, which are only available through variable insurance products. The "CNC Stock Fund" is measured in shares of the Company's common stock ("Stock Fund Units"). The value of the Stock Fund Units is based on the market price of the Company's common stock together with dividend equivalents on that stock. The entire amount of each Annual Award, and any percentage amount or dollar amount of the Board Annual Retainer designated by the director, is allocated to the CNC Stock Fund. No meeting fees or committee chair retainers may be deferred by the directors to the CNC Stock Fund. Directors have no ownership interest in the investment options they select; and the options are used to measure gains or losses. Share equivalents allocated to the CNC Stock Fund have no voting rights. Investment results are credited to the directors' accounts daily, net of all investment option related expenses. There is no guaranteed investment return on any deferred payment amounts. Amounts in a director's deferral account represent unsecured claims against our assets. Other than the CNC Stock Fund, directors may change investment allocation elections as often as daily. Directors may not subsequently change their investment elections (or diversify out of the CNC Stock Fund) for amounts invested in the

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CNC Stock Fund. All deferred amounts together with any credited investment returns are paid out to participating directors in accordance with their advance written election either in a lump sum or in installments commencing upon termination of service, except that years 2007 and earlier may be paid during the director's service on the Board if so elected in advance. Directors are not permitted to receive distributions during the director's service for any plan year in which any deferral has been allocated to the CNC Stock Fund. Distributions from the CNC Stock Fund will be in shares of the Company's common stock following the director's termination of service. This unfunded, non-qualified plan structure is required in order to preserve the beneficial tax deferral treatment for participating directors.

        The table below summarizes the compensation we paid to non-employee directors for the fiscal year ended December 31, 2014.

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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The following table sets forth information as of April 13, 2015 regarding the beneficial owners of more than 5% of the outstanding shares of our common stock, except as to (i) FMR LLC, whose beneficial ownership is based solely on a Schedule 13G filed with the SEC on February 13, 2015, (ii) Blackrock, Inc., whose beneficial ownership is based solely on a Schedule 13G filed with the SEC on February 2, 2015, (iii) Eaton Vance Management, whose beneficial ownership is based solely on a Schedule 13G filed with the SEC on January 13, 2015, and (iv) The Vanguard Group, whose beneficial ownership is based solely on a Schedule 13G filed with the SEC on February 11, 2015. Except as otherwise noted in the footnotes below, each of these persons or entities had sole voting and investment power with respect to our common stock beneficially owned by them.

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        The following table sets forth the number of outstanding shares of our common stock beneficially owned as of April 13, 2015 by each of the current directors, each executive officer named in the Summary Compensation Table, and all current directors, and executive officers as a group. Except as otherwise noted in the footnotes below, each of these persons had sole voting and investment power with respect to our common stock beneficially owned by that person.

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Securities Authorized for Issuance Under Equity Compensation Plans

        Information relating to securities authorized for issuance under equity compensation plans is presented under Item 12 of Part III of the Original Form 10-K.

Item 13.    Certain Relationships and Related Transactions and Director Independence

Related Party Transactions Policy and Procedure

        We have adopted written policies to implement the requirements of Regulation O of the Federal Reserve Board, which restricts the extension of credit to directors and executive officers and their family members and other related interests. Under these policies, extensions of credit that exceed regulatory thresholds must be approved by our Board.

        With respect to other transactions involving the Company in which a director or executive officer or immediate family member may have a direct or indirect material interest, pursuant to its charter, the Audit & Risk Committee has the authority to review and approve insider and affiliated person transactions ("related party transactions"), other than transactions involving director or officer compensation or otherwise related to an employment relationship with the Company, and reports to the Board with respect to related party transactions approved by the Committee. The CN&G Committee, pursuant to its charter, has the authority to review and approve related party transactions involving director or officer compensation or otherwise related to an employment relationship with the Company and reports to the Board with respect to related party transactions approved by the Committee.

        Prior to the Company entering into any related party transactions, the Audit & Risk Committee, or the CN&G Committee, as applicable, reviews the terms of the transaction to ensure that they are fair and reasonable, on market terms, were made on an arm's-length basis and comply with the Company's Codes of Conduct. The applicable Board committee then reports to the Board on the related party transaction approved. The Board has the authority to review any related party transaction directly, in lieu of approval by the applicable committee.

Related Party Transactions

        A number of our directors and executive officers, their immediate family members, and certain business organizations associated with them, have been, and expect to continue to be, depositors, borrowers or clients of the Bank. All extensions of credit to these persons have been made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Bank and did not involve more than the normal risk of collectability or present other unfavorable features. Other transactions were in the ordinary course of business and on non-preferential terms and conditions. The following related party transactions were reviewed and approved in 2014 in accordance with our policies regarding transactions with related persons:

•

Bram Goldsmith currently serves as the Chairman Emeritus of the Board of the Company and as an untitled officer of the Bank pursuant to an employment agreement approved by our Board on May 15, 2003 for an initial two year term, which was extended for two additional years, and subsequently extended for nine additional one year terms, with the most recent extension to May 13, 2016, as approved by the CN&G Committee. The agreement provides for an annual base salary of $350,000 and an annual incentive bonus not to exceed $150,000, with the total amount of base and bonus not to exceed $500,000. For fiscal year 2014, Mr. Goldsmith received base and incentive bonus in the amount of $500,000.



•

Peter M. Thomas, a director of the Company, owns, either directly or indirectly, approximately a 6.9% equity interest as a passive investor in Switch Communications Group, LLC ("Switch Communications") without any active oversight or management control. Mr. Thomas' sibling is a

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member of the Board of Managers of Switch Communications, but is not involved in day to day operations. Mr. Thomas' family members, together with the family members of another member of the Board, own collectively, either directly or indirectly, an approximately 19.0% interest in Switch Communications. The Bank is party to an arm's-length, negotiated, ordinary course commercial transaction with Switch Communications to provide data storage services. In 2014, the Bank paid Switch Communications a total of approximately $910,593. The Bank's transactions with Switch Communications represent less than the greater of $1 million or 2% of Switch's revenues in 2014.

Director Independence

        Our Corporate Governance Guidelines provide that a majority of our directors will be independent. We have long maintained a Board with a substantial majority of directors who are not employees of the Company. Currently, independent directors comprise more than two-thirds of our Board and 100% of our Audit & Risk Committee and CN&G Committee. Our Board has adopted independence standards to assist in determining each director's independence which are included as part of our Corporate Governance Guidelines. Our independence standards are structured to provide a framework for Board decisions that are free of relationships that may impair, or appear to impair, our Board's ability to make independent collective judgments, and to ensure that all permitted transactions between the Company and a director or his immediate family or their respective primary business affiliations are made on an arm's-length basis and are on market terms. The independence standards include a combination of economic tests and require confirmation that relationships are maintained on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons.

        Our CN&G Committee, Audit & Risk Committee, and Board reviewed the relationship of the Company with each of our current non-employee directors and determined that each of the following persons is an independent director as defined by the NYSE listing standards and our independence standards: Mohamad Ali, Richard L. Bloch, Kenneth L. Coleman, Clifford Gilbert-Lurie, Ashok Israni, Bruce Rosenblum, Peter M. Thomas, and Robert H. Tuttle. Mr. Olson and Mr. Ziffren did not stand for reelection in 2014 and the Board determined that they met the standards of independence during their 2014 term of service which ended at the Company's 2014 annual meeting of stockholders.

        In making its independence determinations, the CN&G Committee, the Audit & Risk Committee, and the Board considered the following ordinary course, non-preferential relationships in 2014 between us and our subsidiaries and our independent directors, director nominees, their immediate family members, and any entity of which the independent director (or their immediate family member) is a principal, executive officer, or greater than 5% equity holder:

•

The Bank and other subsidiaries had ordinary course banking, financial services, and wealth management relationships with certain members of the Board, some of their respective immediate family members and some of the entities affiliated with such directors and their immediate family members.



•

The Bank is party to an ordinary course commercial transaction for data storage services with Switch Communications negotiated on arm's-length, market terms. Switch Communications owns and operates high security data centers. Peter M. Thomas, a director of the Company, owns, either directly or indirectly, approximately a 6.9% equity interest as a passive investor in Switch Communications without any active oversight or management control. The payments made to Switch Communications for services are based on competitive rates made on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated entities. The amounts paid to Switch Communications are below the thresholds in our independence standards and the NYSE listing standards.



•

The Company or its subsidiaries received legal services in the ordinary course from the law firm of Munger, Tolles & Olson LLP in which Ronald L. Olson, a former director of the Company, is a

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partner. The amounts paid for legal services are below the thresholds in our independence standards and the NYSE listing standards.

        The CN&G Committee, Audit & Risk Committee and the Board have each determined that, based on the information available, none of these relationships was material.

Item 14.    Principal Accounting Fees and Services

        We incurred the following fees in 2014 and 2013 for professional services provided by KPMG:

        The Audit & Risk Committee's policy is to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. Pre-approvals are generally provided for up to one year, are detailed as to the particular service or category of services, and are subject to a specific budget. The Audit & Risk Committee has delegated pre-approval authority to its Chairman when expedited approval of services is necessary. All of the services provided by KPMG in 2014 and 2013 were approved in accordance with our policy.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)

The following documents were each previously filed with the Original Form 10-K on February 27, 2015:

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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