FIRSTSUN CAPITAL BANCORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this annual report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Internal Control Over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies and our status as an emerging growth company under the JOBS Act. Item 9B. Other Information Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 5.02 of Form 8-K, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers” in lieu of filing a Form 8-K. Adoption of Long-Term Incentive Plan On March 24, 2022, based on the recommendation of our Compensation and Succession Committee (the “Committee”), our board of directors adopted the FirstSun Capital Bancorp Long-Term Incentive Plan (the “LTIP”), which will become effective April 1, 2022. Under the LTIP, each year, the Committee, with input from the Chief Executive Officer, will select key performance objectives, which may include individual performance measures and bank performance measures from a set of key measurable performance goals which include, but are not limited to, the items outlined below (each, a “Bank Performance Measure” and collectively, the “ Bank Performance Measures”), which will be used to determine the actual incentive payment to be awarded to participants in the plan upon the achievement of the individual performance measures and Bank Performance Measures. The Bank Performance Measures may include: • any (tangible) earnings (e.g., earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization, and earnings per share, each as may be defined by the Committee); • financial return ratios (e.g., return on investment; return on capital; return on (tangible) equity; and return on assets; each as may be defined by the Committee); • “Texas ratio”; • efficiency ratio; • increase in revenue or fee revenues; • mix of fee revenues; • operating or net cash flows; • cash flow return on investment; • total stockholder return; • market share; • net operating income, (tangible) operating income or (tangible) net income; 131 Table of Contents • debt load reduction; • loan and lease losses; • expense management; • economic value added; • stock price; (tangible) book value; • overhead; • assets; • asset quality level; • charge offs; • loan loss reserves; • loans; • deposits; • nonperforming assets; • growth of loans, deposits, or assets; • interest sensitivity gap levels; • regulatory compliance; • improvement of financial rating; • achievement of balance sheet or income statement objectives; • improvements in capital structure; • profitability; • profit margins; • budget comparisons or strategic business objectives, consisting of one or more objectives based on meeting specific cost targets, business expansion goals and goals relating to acquisitions or divestitures; or • any other objective approved by the Committee, in its sole discretion. Each year, the Committee, with input from the Chief Executive Officer, will select eligible participants who will participate in the LTIP and will set the amount of each participant’s Threshold Value, Target Value and Stretch Value, as applicable (each as defined in the LTIP) that can be awarded under the LTIP; designate the Bank Performance Measures and individual performance measures and the level of achievement necessary to qualify for each Value; determine the weightings between individual and Bank Performance Measures; the vesting schedule or Performance Period (which is generally expected to be three years), if any; whether the award will be paid in cash, equity, or a combination of both cash and equity; and such other terms and conditions as determine by the Committee. Under the LTIP, the Committee may make appropriate adjustments in the method of calculating the attainment of Bank Performance Measures for a Performance Period: (a) to exclude restructuring and/or other nonrecurring charges; (b) to exclude exchange rate effects; (c) to exclude the effects of changes to generally-accepted accounting principles; (d) to exclude the effects of any statutory adjustments to corporate tax rates; (e) to exclude the effects of any “extraordinary items” as determined under generally-accepted accounting principles; (f) to exclude the dilutive effects of mergers, acquisitions or joint ventures; (g) to assume that any business divested by FirstSun, the Bank or one of their subsidiaries achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (h) to exclude the effects of stock-based compensation and the award of bonuses under FirstSun, the Bank, or any subsidiary bonus plans; (i) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally-accepted accounting principles; (j) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally-accepted accounting principles; and (k) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item. In addition, the Committee retains the discretion to increase, reduce or eliminate the compensation or economic benefit due upon attainment of Performance Measures and to define the manner of calculating the Performance Measures it selects to use for such Performance Period. The LTIP is administered by the Committee, which has full authority, among other things, to designate participants; construe and interpret the plan; promulgate, amend and rescind rules and regulations relating to the administration of the plan; interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the plan and any instrument or agreement relating to the plan; amend any award; and exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the plan; provided, however, that awards to our Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer will be reviewed and approved by our board of directors. In addition, the Committee may delegate to the Chief Executive Officer, with respect to any awards, and our other executive officers, with respect to awards to any participant below such executive officer in our reporting structure, the power to grant awards, including the power to establish Bank Performance Measures and individual performance measures with respect to such awards; provided, that, the Committee or the board, as applicable, will retain the sole authority with respect to awards to our Chief Executive Officer or any other executive 132 Table of Contents officer. The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the LTIP and form of Award Agreement, each of which is incorporated herein by reference as Exhibit 10.13 and Exhibit 10.14 , respectively. Management Restructuring In connection with the closing of our mergers with Pioneer, which we expect to occur on April 1, 2022, our board of directors has approved a realignment of our management team. On March 24, 2022, our board of directors elected Neal E. Arnold to serve as President and Chief Executive Officer of FirstSun, effective April 1, 2022. Mr. Arnold currently serves as Chief Operating Officer of FirstSun and as President and Chief Executive Officer of the Bank, positions he has held since 2018, positions he will continue to hold. Mollie H. Carter, our current Chairman and Chief Executive Officer and Executive Chairman of the Bank, who has served as our Chief Executive for the past 17 years, will now serve as Executive Chairman of FirstSun and the Bank in both an executive and board capacity, following Mr. Arnold’s succession to the position of President and Chief Executive Officer of FirstSun on April 1, 2022. In this capacity, Ms. Carter will continue to focus on board governance, strategic planning, regulatory affairs and corporate development. Mr. Arnold will continue to serve as President and Chief Executive Officer of the Bank. In his expanded role, Mr. Arnold will now formally oversee implementing our strategic plan and have direct reports of all other senior management at both FirstSun and the Bank. Mr. Arnold’s and Ms. Carter’s biographical and age information is included in Item 10, “Directors, Executive Officers and Corporate Governance,” under the heading “Biographical Information for Directors,” which information is incorporated herein by reference. Ms. Carter and certain of her family members are party to a Stockholders’ Agreement and Registration Rights Agreement with FirstSun, as described in Item 13, “Certain Relationships and Related Transactions,” under the heading “Certain Relationships and Related Transactions,” which information is incorporated herein by reference. In connection with this realignment, on March 24, 2022, we entered into an amended and restated employment agreement with Mr. Arnold, effective April 1, 2022, under which he will serve as President and Chief Executive Officer of FirstSun and the Bank and Chief Operating Officer of FirstSun. The employment agreement automatically renews each year on January 16 for a successive one year period, unless either party provides written notice to the other of non-renewal at least 90-days before the renewal date. Under the employment agreement, Mr. Arnold is entitled to an annual base salary of  $800,000, which is decreased from his current base salary of $1.0 million, to reflect a greater portion of his compensation to incentive-based compensation. His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board. Mr. Arnold is also eligible to earn an annual bonus with a target incentive opportunity of 100% of his base salary, as determined by the FirstSun board of directors, with 20% of any earned bonus to be credited to his deferral account under our deferred compensation plan. He is also eligible to participate in the equity and/or other long-term compensation plans established by the FirstSun board of directors and as determined by the Committee. We also provide reimbursements to Mr. Arnold for reasonable expenses incurred in connection with his employment, and he is eligible to receive benefits under any employee benefit plans made available by us generally to executive officers. Mr. Arnold’s employment agreement requires that he keep information about FirstSun and the Bank confidential. He is also subject to provisions related to non-competition and non-solicitation that generally preclude him, for a period of 24 months following his voluntary or involuntary termination, from, among other things, (a) competing with FirstSun or the Bank or otherwise being employed directly or indirectly in any capacity, including as a consultant, for any entity that offers any products or services that are substantially similar to those of FirstSun or the Bank, generally within any city, county or state in which FirstSun or the Bank has an office or conducts business; (b) soliciting any customer to purchase or sell any competing products or services; (c) soliciting for employment any person employed by FirstSun or the Bank within the 12 months preceding any employment, engagement or solicitation by him; or (d) urging any person or entity to reduce its business with FirstSun or the Bank. In addition, consistent with his prior employment agreement, under his amended and restated employment agreement, we may terminate Mr. Arnold’s employment with or without cause, and Mr. Arnold may terminate his employment with or without good reason. Mr. Arnold is eligible for certain severance benefits upon termination, as described below under Item 11, “Executive Compensation” under the heading “Potential Payments Upon Termination or Change in Control—Employment Agreements,” which information is incorporated herein by reference. The foregoing description of the amended and restated employment agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.17 . In connection with the management realignment upon the closing of the merger with Pioneer, and Ms. Carter’s transition to her new role as Executive Chairman, Ms. Carter has agreed to cancel her employment agreement with FirstSun and the 133 Table of Contents Bank, effective April 1, 2022, in consideration of a lump sum cash payment to her of $3.0 million, representing what she would otherwise have received upon termination of her employment agreement in certain termination events, to be paid no later than April 21, 2022, subject to an agreement and general release dated March 24, 2022 that extends certain obligations in her employment agreement related to key-man insurance, confidentiality, observation of security measures, covenants to protect our business and the return of materials. In her new role of Executive Chairman of FirstSun and the Bank, her base salary will be reduced from $1.0 million to $500,000 and she will be eligible to participate in our various employee benefit and incentive programs. The foregoing description of the Agreement and General Release does not purport to be complete and is qualified in its entirety by reference to the Agreement and General Release, which is incorporated herein by reference as Exhibit 10.16 . Finally, with respect to Robert A. Cafera, Jr., our Chief Financial Officer, on March 24, 2022, we amended his employment agreement to provide that he is eligible to earn an annual bonus with a target incentive opportunity of 100% of his base salary. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to such amendment, which is incorporated herein by reference as Exhibit 10.18 . Code of Ethics Given the timing of the following event, the following information is included in this Annual Report on Form 10-K pursuant to Item 5.05 of Form 8-K, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics” in lieu of filing a Form 8-K . On March 24, 2022, our board of directors approved and adopted a Code of Ethics applicable to all of our directors, executive officers and employees. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the Code of Ethics, which is incorporated herein by reference as Exhibit 14.1 . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 134 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The FirstSun board of directors is divided into three classes approximately equal in number, serving staggered three-year terms. As a result, the terms of only approximately one-third of FirstSun’s board members expire at each annual meeting. The term of FirstSun’s Class I directors will expire at the 2024 annual meeting, the term of its Class II directors will expire at the 2022 annual meeting and the term of its Class III directors will expire at the 2023 annual meeting. All of our directors currently serve on the board of directors pursuant to the voting provisions of a stockholders’ agreement between us and our stockholders. For the names of each party with board designation rights under the stockholders’ agreement, and their related board designees, see “Item 13. Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement—Corporate Governance Provisions—Board Composition.” The stockholders’ agreement will not terminate upon the completion of the merger, but will be amended, to, among other things, provide JLL, Pioneer’s largest shareholder, a right to nominate one director to our board. The amendment to the Stockholders’ Agreement will only become effective if the merger is consummated. See “Item 13. Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended. Name Age Served as Director Since Class I (term expires 2024) Neal E. Arnold 62 2017 Mollie H. Carter 59 2017 Beverly O. Elving 68 2021 Class II (term expires 2022) David W. Levy 65 2017 Diane L. Merdian 62 2017 Class III (term expires 2023) Christopher C. Casciato 63 2017 Paul A. Larkins 61 2019 Biographical Information for Directors Neal E. Arnold is the current Chief Operating Officer of FirstSun, a position he has held since 2018. He has also served as the President and Chief Executive Officer of Sunflower Bank since 2018. Mr. Arnold served as Executive Vice President of Fifth Third Bancorp and Fifth Third Bank from 1998 to 2005, and as Chief Financial Officer of Fifth Third Bancorp and Fifth Third Bank from 1997 to 2005. Before that, he served as Treasurer of Fifth Third Bancorp and Fifth Third Bank, and as Senior Vice President of Fifth Third Bank. Prior to joining Fifth Third, he served as Chief Financial Officer and Chief Operating Officer of Midwestern Community Bank from 1980 to 1989. Mr. Arnold’s qualifications to serve as a director include his substantial c-suite leadership experience and as a chief financial officer of a large public company. Mr. Arnold also has over 20 years of experience completing numerous regulatory compliance consulting engagements for bank boards. Mollie H. Carter is the current Chairman of the FirstSun board of directors and Sunflower Bank, positions she has held since 1996. She also serves as President and Chief Executive Officer of FirstSun, a position she has held since 2005, and she served as President and Chief Executive Officer of Sunflower Bank from 2005 to 2018. She served as a director of Evergy, Inc. and its predecessor, Westar Energy, a publicly-traded company, from 2003 to 2022, including as Chair of the Compensation Committee. She previously served as a director of Archer-Daniels-Midland Company, a publicly-traded company, from 1996 to 2017. Ms. Carter is also a Director of Lockton Companies and serves on its nominating and governance committee and the audit committee. Ms. Carter’s qualifications to serve as our Chair and a director include her substantial leadership experience as a chief executive officer, her financial expertise and her significant experience serving as a director of a large public company. Ms. Carter also has extensive experience with corporate governance, compensation matters, and with complicated financial regulatory and banking compliance environments. 135 Table of Contents Christopher C. Casciato is a Managing Director of Lightyear Capital LLC, a position he has held since 2008. Before that, he spent over 20 years at Goldman, Sachs & Co., where he was elected partner in 2000. His career at Goldman, Sachs & Co. included a number of senior management positions in the firm’s investment banking division, including partner in the Financial Institutions Group, as well as partner and Chief Operating Officer of Goldman Sachs’ worldwide investment banking business. Mr. Casciato’s qualifications to serve as a director include his substantial investment banker leadership and experienced financial acumen with a globally recognized investment firm. He also has experience with corporate governance and financial services regulatory matters, as an executive of Lightyear Capital LLC, a private equity firm focused on investing in financial services companies. Beverly O. Elving is the former Director of Corporate Accounting, Vice President & Controller, and Sr. Vice President of Finance at Applebee’s International from 1998 to 2021. Before that, she served as the Chief Financial Officer of Integrated Medical Resources from 1996 to 1998, and additionally, Ms. Elving served as Vice President Finance & Accounting for the FDIC/Resolution Trust Corporation from 1990 to 1996. Between 1981 and 1996, Ms. Elving gained senior accounting, auditor, and Certified Public Accountant experience at Jackson County, Missouri, and Arthur Anderson & Co. Ms. Elving’s qualifications to serve as a director include her senior accounting and leadership experience including oversight of public companies and government entities. Paul A. Larkins is currently a Senior Advisor with Aquiline Capital Partners, a position he has held since 2018. He is also the board member of Amur Equipment Finance. He previously served as board chair of LERETA, LLC, and as an advisor to Tarsadia Investments, both from July 2019 through July 2021. Mr. Larkins served as President and director of SquareTwo Financial Corporation, positions he held from 2009 to 2016. SquareTwo Financial Corporation filed for bankruptcy under Chapter 11 in March 2017. From 1998 to 2009, he served as the Chief Executive Officer and President of Key National Finance in Superior, Colorado. Before that, he served as a Senior Executive Vice President of Key Bank USA and KeyCorp Leasing Ltd., and before that, he held regional and national roles with USL Capital and IBM. Mr. Larkins’ qualifications to serve as a director include his extensive external board and leadership experience with bank, specialty finance (leasing, marine, recreational vehicles, education, home equity, and auto dealer finance), as well as private equity institutions. David W. Levy is a Managing Director at Pickwick Capital Partners, a position he has held since 2012. Before that, he served as Vice Chairman of Investment Banking and Co-Head of the Financial Institutions Group at Cowen & Company from 2009 to 2010 and served as Senior Managing Director at Bear Stearns from 2005 to 2008. Before Bear Stearns, Mr. Levy spent over 23 years at Citigroup Global Markets as a Managing Director and Head of the Bank and Financial Services Group, and Salomon Brothers Inc. as a Managing Director and Co-Head of the Financial Institutions Department. Mr. Levy also presently serves on the Board of Directors of Old Dominion National Bank. Mr. Levy’s qualifications to serve as a director include his leadership experience as well as managing director positions with globally recognized investment banking firms. He also has experience as a prior member of the Audit and Compensation Committees of another financial institution. Diane L. Merdian is the former Chief Financial Officer of Redwood Trust, Inc, a position she held from 2010 to 2012, having previously served on Redwood’s board of directors from 2008 to 2009. From 1984 to 2008, Ms. Merdian was an equity analyst covering financial companies, working at Investment Banking firms and Institutional Investment firms. She primarily analyzed banks, focusing on valuation, strategy, and economics vs. accounting. As a Senior Vice President and Managing Director at Keefe, Bruyette & Woods from 2003 to 2008, Ms. Merdian led Bank Strategy and was head of Large-cap banks. She led the bank research effort at Morgan Stanley from 2000 through 2001 and led the bank research team at Montgomery Securities from 1995 to 2000. Ms. Merdian has also held equity analyst positions at Salomon Brothers, Kemper, Wellington Management, and Salomon Smith Barney. She began her financial career as an Economic Research Associate at the Federal Reserve Bank of Kansas City, focused on monetary policy. Ms. Merdian’s qualifications to serve as a director include her c-suite leadership and over 20 years of experience as an equity analyst in the financial industry. Her strengths include her insight into strategy, valuation, management, and economics versus accounting, with additional experience in Audit and Compensation matters. 136 Table of Contents Biographical Information for Executive Officers Our executive officers are: Name Age Position Mollie H. Carter 59 Chairman of the Board, President and Chief Executive Officer of FirstSun and Executive Chairman of Sunflower Bank Neal E. Arnold 62 Chief Executive Officer and President of Sunflower Bank and Chief Operating Officer of FirstSun Robert A. Cafera, Jr. 52 Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank Laura J. Frazier 51 Executive Vice President and Chief Administrative Officer of FirstSun and Sunflower Bank Jennifer L. Norris 48 Chief Credit Officer of Sunflower Bank Because each of Ms. Carter and Mr. Arnold also serves on our board of directors, we have provided biographical information for them above. Biographical information for each of Mr. Cafera, Ms. Frazier and Ms. Norris is provided below: Robert A. Cafera, Jr. currently serves as Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, positions he has held since 2012. Before that, he served in different roles at Fifth Third Bank, including as Senior Vice President and Chief Financial Officer of the Commercial Bank, and before that as its Assistant Controller. Before joining Fifth Third Bank, he was a Senior Manager with Arthur Andersen for about ten years. Laura J. Frazier currently serves as Executive Vice President, Chief Administrative Officer of FirstSun and Sunflower Bank, positions she has held since 2013. Before that, from 2010 to 2013, Ms. Frazier served as the Deputy Director of Human Resources for the Department of Developmental Disabilities for the State of Ohio. Before that, she spent eight years as the Director of Labor Relations for the same governmental agency. Jennifer L. Norris currently serves as the Executive Vice President and Chief Credit Officer of Sunflower Bank, a position she has held since 2020. Before that, from 1997 to 2019, Ms. Norris held various roles at Wells Fargo Bank, most recently serving as Loan Team Manager for the Credit Resolution Group, Senior Vice President, a position she held for ten years. Before joining Wells Fargo, Ms. Norris was Vice President, Credit Products Manager at Specialized Industries Risk Management from 2001 to 2004. Family Relationships There are no family relationships between any of our directors and executive officers. Code of Ethics We expect all of our employees to conduct themselves honestly and ethically. Our board of directors has adopted a Code of Ethics that applies to all employees of FirstSun and Sunflower Bank, including officers and directors. The Code Ethics is intended to provide guidance to assure compliance with law and promote ethical behavior. The Code of Ethics is available on our website, http://ir.firstsuncb.com, in the “Corporate Governance” section. We intend to disclose future amendments to, or waivers of, our Code of Ethics, as and to the extent required by SEC regulations, on our website http://ir.firstsuncb.com. Audit Committee Our board of directors has designated a standing Audit Committee which is currently composed of Ms. Elving (Chair), Mr. Levy and Ms. Merdian. The board has determined that Ms. Elving is an “audit committee financial expert” for purposes of the rules and regulations of the SEC. The board has determined that each member of the committee is “independent” under SEC Rule 10A-3 and under The NASDAQ Capital Market listing standards. 137 Table of Contents Item 11. Executive Compensation We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to reduced disclosure obligations regarding executive compensation, including the requirement to include a specific form of Compensation Discussion and Analysis. We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. Compensation of Executive Officers In the following section, we refer to the individuals who served as our principal executive officer and our two other most highly compensated executive officers, as the “named executive officers.” Our named executive officers as of December 31, 2021 were: • Mollie H. Carter, President and Chief Executive Officer; • Neal E. Arnold, Chief Executive Officer and President of Sunflower Bank and Chief Operating Officer of FirstSun; and • Robert A. Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank. Summary Compensation Table The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers for all services rendered in all capacities to us and our subsidiaries for the fiscal years ended December 31, 2021 and 2020. Name and Principal Position Year Salary Bonus (1) Stock Awards (2) Non-Equity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings (3) All other Compensation (4) Total Mollie H. Carter 2021 $ 1,000,000 $ — $ — $ — $ — $ 19,864 $ 1,019,864 Chief Executive Officer and President 2020 899,999 — — — — 27,364 927,363 Neal E. Arnold 2021 1,000,000 1,000,000 949,973 — — 18,000 2,967,973 Chief Executive Officer and President of Sunflower Bank and Chief Operating Officer of FirstSun 2020 999,999 1,000,000 — — — 17,700 2,017,699 Robert A. Cafera, Jr. 2021 399,999 400,000 199,968 — — 18,000 1,017,967 Executive Vice President and Chief Financial Officer 2020 399,999 400,000 — — — 17,700 817,699 (1) See discussion under “Narrative to Summary Compensation Table—Annual Bonus Payment” below. (2) See discussion under “Narrative to Summary Compensation Table—2021 Equity Awards” below. The amounts in the Stock Awards column are the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 14 - Stockholders' Equity to our 2021 consolidated financial statements included in this annual report. (3) There were not above-market or preferential earnings on our nonqualified deferred compensation plan. (4) For 2021, the amounts set forth in this column include the following: Ms. Carter Mr. Arnold Mr. Cafera 401(k) match $ 16,808 $ 17,400 $ 17,400 Use of company car 2,456 — — Cell phone 600 600 600 Total $ 19,864 $ 18,000 $ 18,000 138 Table of Contents Narrative to Summary Compensation Table Employment Agreements with Named Executive Officers In 2021, we had employment agreements with each of our named executive officers. We have included below descriptions of these employment agreements for each of these officers. Employment Agreement with Mollie H. Carter in Effect for 2021 FirstSun and Sunflower Bank entered into an employment agreement with Ms. Carter, effective May 13, 2020, pursuant to which she serves as Chairman, President and Chief Executive Officer of FirstSun and as Executive Chairman of Sunflower Bank, which was in effect for the year ended 2021. The employment agreement automatically renews each year on June 19 for a successive one year period, unless either party provides written notice to the other of non-renewal at least 90-days before the renewal date. Under the employment agreement, Ms. Carter is entitled to an annual base salary of $900,000. Her base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board. Her base salary for 2021 was $1.0 million. Ms. Carter is also eligible to participate in such equity and/or other bonus, short-term or long-term compensation plans established by the FirstSun board and as determined by the FirstSun compensation committee. We also provide reimbursements to Ms. Carter for reasonable expenses incurred in connection with her employment, and she is eligible to receive benefits under any employee benefit plans made available by us generally to executive officers. Ms. Carter’s employment agreement requires that she keep information about FirstSun and Sunflower Bank confidential. She is also subject to provisions related to non-competition and non-solicitation that generally preclude her, for a period of 24 months following her voluntary or involuntary termination, from, among other things, (a) competing with FirstSun or Sunflower Bank or otherwise being employed directly or indirectly in any capacity, including as a consultant, for any entity that offers any products or services that are substantially similar to those of FirstSun or Sunflower Bank, generally within any city, county or state in which FirstSun or Sunflower Bank has an office; (b) soliciting any business relation to purchase or sell any competing products or services; (c) soliciting for employment any person employed by FirstSun or Sunflower Bank within the 12 months preceding any employment, engagement or solicitation by her; or (d) urging any person or entity to reduce its business with FirstSun or Sunflower Bank. Under the employment agreement, we may terminate Ms. Carter’s employment with or without cause, and Ms. Carter may terminate her employment with or without good reason. Ms. Carter is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” In connection with the closing of our mergers with Pioneer, which we expect to occur on April 1, 2022, our board of directors has approved a realignment of our management team. In connection with such realignment, Ms. Carter has agreed to cancel her employment agreement with FirstSun and the Bank, effective April 1, 2022. See “Item 9B. Other Information,” under the heading “Management Restructuring” for additional information. Employment Agreement with Neal E. Arnold in Effect for 2021 FirstSun entered into an employment agreement with Mr. Arnold, originally effective January 16, 2018, as amended effective February 21, 2019, which was in effect for the year ended 2021. Mr. Arnold serves as Chief Operating Officer of FirstSun and as Chief Executive Officer and President of Sunflower Bank. The employment agreement had an initial term of two years and automatically renews each year on January 16 for a successive one year period, unless either party provides written notice to the other of non-renewal at least 90-days before the renewal date. Under the employment agreement, Mr. Arnold is entitled to an annual base salary of  $500,000. His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board. His base salary for 2021 was $1.0 million. Mr. Arnold is also eligible to earn an annual bonus of up to 100% of his base salary, as determined by the FirstSun board of directors, with 20% of any earned bonus to be credited to his deferral account under our deferred compensation plan. He is also eligible to participate in the equity and/or other long-term compensation plans established by the FirstSun board of directors and as determined by the FirstSun compensation committee. We also provide reimbursements to Mr. Arnold for reasonable expenses incurred in connection with his employment, and he is eligible to receive benefits under any employee benefit plans made available by us generally to executive officers. Mr. Arnold’s employment agreement requires that he keep information about FirstSun and Sunflower Bank confidential. He is also subject to provisions related to non-competition and non-solicitation that generally preclude him, for a period of 139 Table of Contents 24 months following his voluntary or involuntary termination, from, among other things, (a) competing with FirstSun or Sunflower Bank or otherwise being employed directly or indirectly in any capacity, including as a consultant, for any entity that offers any products or services that are substantially similar to those of FirstSun or Sunflower Bank, generally within any city, county or state in which FirstSun or Sunflower Bank has an office; (b) soliciting any business relation to purchase or sell any competing products or services; (c) soliciting for employment any person employed by FirstSun or Sunflower Bank within the 12 months preceding any employment, engagement or solicitation by him; or (d) urging any person or entity to reduce its business with FirstSun or Sunflower Bank. In connection with the closing of our mergers with Pioneer, which we expect to occur on April 1, 2022, our board of directors has approved a realignment of our management team. In connection with such realignment, on March 24, 2022, Mr. Arnold entered into an amended and restated employment agreement with FirstSun and the Bank, which will become effective April 1, 2022. See “Item 9B. Other Information,” under the heading “Management Restructuring” for additional information. Under the employment agreement, we may terminate Mr. Arnold’s employment with or without cause, and Mr. Arnold may terminate his employment with or without good reason. Mr. Arnold is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” These provisions remain in his amended and restated employment agreement that will become effective on April 1, 2022. Employment Agreement with Robert A. Cafera, Jr. in Effect for 2021 FirstSun and Sunflower Bank entered into an employment agreement with Mr. Cafera, originally effective June 19, 2017, as amended on February 21, 2019 and March 24, 2022, pursuant to which he serves as Chief Financial Officer of FirstSun and Sunflower Bank. The employment agreement had an initial term of two years and automatically renews each year on June 19 for a successive one year period, unless either party provides written notice to the other of non-renewal at least 90-days before the renewal date. Under the employment agreement, Mr. Cafera is entitled to an annual base salary of  $300,000. His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board. His current base salary is $412,000. For 2021, Mr. Cafera was also eligible to earn an annual bonus of up to 100% of his base salary, as determined by the FirstSun board of directors, with 20% of any earned bonus to be credited to his deferral account under our deferred compensation plan. On March 24, 2022, his employment agreement was amended to provide that he is eligible to earn an annual target bonus of 100% of his base salary, rather than an annual bonus of up to 100% of his base salary. He is also eligible to participate in the equity and/or other long-term compensation plans established by the FirstSun board of directors and as determined by the FirstSun compensation committee. We also provide reimbursements to Mr. Cafera for reasonable expenses incurred in connection with his employment, and he is eligible to receive benefits under any employee benefit plans made available by us generally to executive officers. Mr. Cafera’s employment agreement requires that he keep information about FirstSun and Sunflower Bank confidential. He is also subject to provisions related to non-competition and non-solicitation that generally preclude him, for a period of 24 months following his voluntary or involuntary termination, from, among other things, (a) competing with FirstSun or Sunflower Bank or otherwise being employed directly or indirectly in any capacity, including as a consultant, for any entity that offers any products or services that are substantially similar to those of FirstSun or Sunflower Bank, generally within any city, county or state in which FirstSun or Sunflower Bank has an office; (b) soliciting any business relation to purchase or sell any competing products or services; (c) soliciting for employment any person employed by FirstSun or Sunflower Bank within the 12 months preceding any employment, engagement or solicitation by him; or (d) urging any person or entity to reduce its business with FirstSun or Sunflower Bank. Under the employment agreement, we may terminate Mr. Cafera’s employment with or without cause, and Mr. Cafera may terminate his employment with or without good reason. Mr. Cafera is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” Annual Bonus Payments Annual bonus compensation is an integral component of our total compensation program that links executive decision-making and performance with our annual strategic objectives. Mr. Arnold and Mr. Cafera participated in our annual bonus program in 2021. Ms. Carter was also eligible to participate, but elected not to. In 2021, the board of directors, in consultation with our Chief Executive Officer, determined that the potential management incentive pool would be funded based on our achievement of the following corporate performance metrics: 140 Table of Contents • Noninterest Income – Measured as core noninterest income, which excluded OREO and securities gains and losses; • Net Income – Measurement considers any impact to loan loss provision in event loan growth is short of our annual strategic objectives; • Total Deposits – Measured upon average total deposits to budget; • Return on Assets– Measured as the percentage of net income to average outstanding assets; and • Return on Tangible Equity – Measured as the percentage of net income to average outstanding tangible equity. Once the funding for the potential management incentive pool was established, each executive’s individual performance was measured and their incentive payment was determined based on the executive’s achievement of the following individual performance metrics, as determined by our chief executive officer: • upholding our company culture (15%); • success in talent management (35%); and • achievement of individual goals (50%). In addition, the board determined that any executive that received a bonus payment equal to 25% of their targeted bonus amount or above would automatically have 20% of their bonus payment deferred into our Deferred Compensation Plan, which amount remains subject to claw back for two years (inclusive of the year in which the bonus was derived) and is subject to forfeiture upon termination of employment. In 2021, based on their individual performance, each of Mr. Arnold and Mr. Cafera received an annual bonus equal to 100% of their respective base salary. Long-Term Incentive Plans We use long-term cash incentive plans to attract and retain highly-qualified key management employees and align the interests of those employees with the financial success of FirstSun. For 2021 and 2020, Mr. Arnold and Mr. Cafera participated in our long-term incentive plans as described below. Ms. Carter was also eligible to participate, but elected not to. 2021 Long-Term Incentive Plan Our 2021 Long-Term Incentive Plan, which we refer to as the “2021 LTIP,” was adopted by the FirstSun board of directors effective April 1, 2021. The 2021 LTIP awards are unfunded, unsecured promises by FirstSun or Sunflower Bank to provide the participants with a cash payment equal to the “Realized Value” of their applicable award determined at the end of the three year performance period (the “Performance Period”) based on the following formula: (Target Value x Bank Performance Metrics) x (Individual Performance + Team Factor (0.50)) The 2021 LTIP award agreements set forth the “Target Value” of each participant’s award, which is the expected future value of the award if the Bank Performance Metrics (outlined below) are achieved at the target levels. For 2021, the Target Value of Mr. Arnold and Mr. Cafera’s 2021 LTIP awards were as follows: Name Target Value Vesting Period Neal E. Arnold $ 1,000,000 3 year cliff vest Robert A. Cafera, Jr. 400,000 3 year cliff vest Because the 2021 LTIP has a three year Performance Period, no amounts were earned in 2021, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2021. The Realized Value of each executive’s award may be more or less than the Target Value and will depend on the level at which we achieve the Bank Performance Metrics, as well as the executive’s individual performance, each as measured at the end of the Performance Period. The 2021 LTIP awards will be paid in a lump sum cash payment within 45 days following the vesting date of the executive’s award, provided that the executive remains an employee in good standing of FirstSun or Sunflower Bank through the payment date, subject to certain exceptions. The Bank Performance Metrics designated by the Board in 2021 are included in the table below. The board established threshold, target and stretch performance goals for each of the metrics, with threshold representing the minimum level of 141 Table of Contents performance for which the executive officer will earn a payment. If performance is below the threshold level for one of the Bank Performance Metrics, the executive officer will not earn a payment for that metric; however, the executive officer will earn a payment for the other metric if the threshold performance level is achieved. Payments for achievement of the threshold, target and stretch performance levels are 50%, 100% and 150% of the Target Value, respectively. If performance exceeds the stretch level for any Bank Performance Metric, the executive officer will not earn a further incentive above the stretch incentive for such metric. Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement. Bank Performance Metric Weighting Explanation Cumulative Revenue 35% Cumulative net interest income plus adjusted noninterest income over the Performance Period. (1) Fee Income/Revenue 25% Cumulative adjusted noninterest income over the Performance Period divided by Cumulative Revenue. (1) Return on Assets 25% Average of each fiscal year’s net income divided by average assets for the Performance Period. Compound Tangible Book Value Growth 15% Tangible book value (not per share) growth from the beginning of the Performance Period to the end using an annual rate of return calculation. (1) Adjusted noninterest income will exclude extraordinary items, such as gains and losses on securities and other real estate owned. The board has the ability to reduce the Bank Performance Metrics by up to 50% if our credit risk profile deteriorates, as measured against a group of peer institutions. In addition, if during the Performance Period, we engage in a merger or other corporate restructuring that impacts our performance, the board may make such equitable adjustments following the closing of the transaction as necessary to preserve the original intent of the award and avoid material dilution or enlargement. 2020 Long-Term Incentive Plan Our 2020 Long-Term Incentive Plan, which we refer to as the “2020 LTIP,” was adopted by the FirstSun board of directors effective April 1, 2020. Awards under the 2020 LTIP consisted of “LTIP Units” which are unfunded, unsecured promises by FirstSun or Sunflower Bank to provide a participant with a cash payment equal to the tangible book value of one share of FirstSun common stock, subject to the terms of the 2020 LTIP and the participant’s award agreement. All awards under the 2020 LTIP have an assigned future value, which we refer to as the “Target Value.” The Target Value is used to determine the number of LTIP Units awarded to the participant based upon the expected tangible book value of our common stock on the date that the participant becomes 100% vested in his or her award. The final value of the LTIP Units will be based on our tangible book value per share determined on the last day of each plan year. In April 2020, Mr. Arnold and Mr. Cafera were granted LTIP Units with a Target Value of $1.0 million and $400,000 respectively. These awards will have a minimum value on the vesting date of no less than 80% of the Target Value and a maximum value of no more than 120% of the Target Value, as reflected in the following table. Name Minimum Value Target Value Maximum Value Vesting Period Neal E. Arnold $ 800,000 $ 1,000,000 $ 1,200,000 3 year cliff vest Robert A. Cafera, Jr. 320,000 400,000 480,000 3 year cliff vest The 2020 LTIP awards granted to Mr. Arnold and Mr. Cafera have a three-year performance period and will be paid in a lump sum cash payment within 45 days following the vesting date of the executive’s award, provided that the executive remains an employee in good standing of FirstSun or Sunflower Bank through the payment date. Because the 2020 LTIP has a three year Performance Period, no amounts were earned in 2020 or 2021, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2020 or 2021. 2021 Equity Awards On December 30, 2021, Mr. Arnold and Mr. Cafera received fully-vested shares of our common stock with grant date fair values of approximately $950,000 and $200,000, respectively. The board granted these awards to better align the executives’ interests with those of our stockholders by immediately increasing their stock ownership in FirstSun and to further incent each executive to intently focus on future growth, profitability, and the execution of our strategic plan. 142 Table of Contents Deferred Compensation Plan Our Deferred Compensation Plan was established effective June 30, 2013, to allow eligible employees to defer a portion of their taxable earnings (including annual salaries, commissions, LTIP and MIP payments, and other taxable amounts) until a later specified date. In addition, FirstSun can, in its sole discretion, with respect to any plan year, make contributions on behalf of any or all participants of the plan. Our Deferred Compensation Plan is administered by an officer of FirstSun or Sunflower Bank selected by the FirstSun board of directors. Participation is limited to a select group of management or highly compensated employees of FirstSun or Sunflower Bank approved by the FirstSun board of directors. The plan is unfunded and participants are unsecured general creditors of FirstSun or Sunflower Bank with respect to amounts deferred. Each participant may elect that his or her account be adjusted for gains and losses as if invested in one or more investment options made available by FirstSun in its discretion. Participants who fail to make an investment election are deemed to have elected to have their account adjusted to reflect the gains and losses of a Vanguard Target Date Retirement Fund with the target date nearest to the date the participant will attain age 65. A participant may elect to receive a distribution of his or her plan account in a lump sum or installments in the event of a change in control of FirstSun, termination of employment, retirement, death, disability or a specified date as elected in the participant’s enrollment form, or earlier upon a severe financial hardship. Payments to certain key employees may be delayed for a period of six months pursuant to the “specified employee delay’ rules under Section 409A of the Code. Amounts deferred within the two years prior to the participant’s termination of employment for any reason are subject to clawback and forfeiture. Outstanding Equity Awards at 2021 Fiscal Year-End The following table provides a summary of stock option awards outstanding as of December 31, 2021 for the named executive officers. No named executive officer had any unvested restricted stock awards at December 31, 2021. Option Awards Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Mollie H. Carter 196,375 — $ 19.72 7/20/2027 Neal E. Arnold 140,692 46,898 (1) 20.49 2/14/2028 Robert A. Cafera, Jr. 135,952 — 19.72 7/20/2027 (1) Represents stock options that vested ratably over a four year period on each anniversary of the February 14, 2018 grant date. Potential Payments Upon Termination or Change in Control Employment Agreements in Effect in 2021 Each of our employment agreements with Ms. Carter, Mr. Cafera and Mr. Arnold in effect in 2021 included certain severance payments upon termination of employment, including in certain circumstances following a change in control, as described below. If Ms. Carter’s employment is terminated without “Cause” or at her election for “Good Reason,” each as defined in her employment agreement, she is entitled to receive: • the amount of her target bonus, if any, for the fiscal year that includes her termination, payable in a lump sum within 30 days; and • subject to the release requirements of her employment agreement: ◦ a lump sum within 65 days equal to (a) 36 months of base salary and target bonus (if any), plus (b) 18 months of COBRA premiums; ◦ full vesting of her account under our Deferred Compensation Plan; and ◦ except where termination for Good Reason is triggered by Ms. Carter’s decision not to renew her employment agreement, full vesting of any outstanding options or other equity-based awards and the right to elect to cancel any outstanding shares granted to her under the 2017 Equity Incentive Plan in 143 Table of Contents return for a payment of their spread value (i.e., the difference between the aggregate fair market value and the aggregate exercise price) as of the date of her election. If Ms. Carter fails to timely make an election to cancel such shares, the options will remain outstanding and exercisable until 18 months following such termination or, if earlier, the end of the initial term of the 2017 Equity Incentive Plan (i.e., 2027). If Mr. Cafera’s or Mr. Arnold’s employment is terminated without “Cause” or at his election for “Good Reason,” each as defined in his employment agreement, each is entitled to receive: • the amount of his target bonus (100% of base salary) for the fiscal year that includes his termination, payable in a lump sum within 30 days; • subject to the release requirements of his employment agreement: ◦ a lump sum within 65 days equal to (a) 24 months of base salary and target bonus, plus (b) 18 months of COBRA premiums ◦ full vesting of his account under our Deferred Compensation Plan; and ◦ except where termination for Good Reason is triggered by his decision not to renew his employment agreement, full vesting of any outstanding options or other equity-based awards and the right to elect to cancel any outstanding shares granted to him under the 2017 Equity Incentive Plan in return for a payment of their spread value (i.e., the difference between the aggregate fair market value and the aggregate exercise price) as of the date of his election. If he fails to timely make an election to cancel such shares, the options will remain outstanding and exercisable until 18 months following such termination or, if earlier, the end of the initial term of the 2017 Equity Incentive Plan (i.e., 2027). In addition, under their respective employment agreements, any decision by Ms. Carter, Mr. Cafera or Mr. Arnold not to renew their respective employment agreement that occurs within one year after a “Change in Control” (as defined in their respective employment Agreement) will be treated as a termination for Good Reason. Long-Term Incentive Plans Under our 2021 LTIP and 2020 LTIP, if a named executive officer terminates his employment prior to the third anniversary of the grant date due to his or her retirement, death, disability, or involuntary termination without cause, the award will vest on a pro-rata schedule based on the number of full plan years following the grant date that the executive remained an employee. In addition, in the event of a “change in control” of FirstSun (as defined in the 2021 or 2020 LTIP, as applicable), if the executive’s award is continued by FirstSun or Sunflower Bank or assumed by the purchaser and if the executive is thereafter involuntarily terminated without cause within 12 months following the change in control, then, under the 2021 LTIP, the executive is entitled to pro rata accelerated vesting of his award, and under the 2020 LTIP, the executive is entitled to accelerated vesting of his award at the Target Value. In addition, under the 2020 LTIP, if the executive’s award is not continued by FirstSun or Sunflower Bank or assumed by the purchaser, then the executive is entitled to accelerated vesting pro-rata at Target Value upon the consummation of the change in control, provided the executive remains an employee through such date. Equity Incentive Plan Under our option award agreements with our named executive officers, outstanding stock options vest ratably over a four year period on each anniversary of the grant date. If the executive is terminated without “cause” (as defined in the Equity Plan) or the executive terminates his or her employment for “good reason” (as defined in the applicable award agreement), each a qualifying termination, except where such termination is triggered by the executive’s decision not to renew his or her employment agreement, any unvested portion of the outstanding options will immediately vest as of the date of such termination; provided that, Ms. Carter’s award will continue under its current terms even following her qualifying termination unless she also ceases to serve as a director on the FirstSun board. In addition, under the option award agreements, in the first quarter following a qualifying termination, including with respect to Ms. Carter, if she also ceases to be a FirstSun board member, each executive may elect to cancel any shares underlying any options that remain outstanding but unexercised under the award agreement in return for a payment, payable at the time of such election, equal to the difference between the aggregate fair market value of a share and the aggregate exercise price. If the executive fails to timely make an election to cancel such shares, the options will continue 144 Table of Contents to remain outstanding and exercisable for a period of 18-months following the qualifying termination, or if earlier, the original option term. The options will also vest in full upon a “change in control” (as defined in the Equity Plan). In the event of a change in control, unless the award is assumed, continued or a similar award is substituted by the surviving or acquiring entity, the board will either cancel the award in exchange for a payment to the executive of its value or allow the executive a limited period of time to exercise the option and any unexercised options will terminate. If awards are assumed, continued or substituted by the surviving or acquiring entity, the options will remain vested in full following the change in control. Vested options will also remain exercisable for a period of 12 months following termination if the executive is terminated due to death or disability. Compensation of Directors for Fiscal Year 2021 We do not pay our “inside” employee-directors any additional compensation for their service as directors. For 2021, we provided the following annual compensation to our non-employee directors for their service as directors: • an annual cash retainer of $20,000; • a quarterly cash retainer of $1,000 for service on the Governance and Risk Management Committee (Mr. Casciato and Ms. Elving in 2021); and • an equity component consisting of stock options with a grant date fair value of approximately $50,000, which we grant in May each year. We also provide compensation to Ms. Elving, Mr. Levy and Ms. Merdian for their service on the Sunflower Bank board of directors. Mr. Casciato and Mr. Larkins do not serve on the Sunflower Bank board of directors. The following table sets forth, for the fiscal year ended December 31, 2021, certain information regarding the compensation of each non-employee director of the Company. Name and Principal Position Fees Earned or Paid in Cash Stock Awards (1) Option Awards (2) All other Compensation Total Christopher C. Casciato (3) $ 21,000 $ — $ 49,997 $ — $ 70,997 Beverly O. Elving (4) 39,000 17,469 19,992 — 76,461 Paul A. Larkins 23,750 — 49,997 — 73,747 David W. Levy (5) 57,500 — 70,000 — 127,500 Diane L. Merdian (6) 62,500 — 70,000 — 132,500 (1) This amount represents the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 14 - Stockholders' Equity to our 2021 consolidated financial statements included in this annual report. (2) This amount represents the grant date fair value of option awards computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 14 - Stockholders' Equity to our 2021 consolidated financial statements included in this annual report. The per share exercise price of each option award was equal to the market value of our common stock on the date each option award was granted. (3) The director compensation for Mr. Casciato is not paid to him directly, but is paid to Lightyear Capital LLC or its affiliated entities. (4) Ms. Elving has served as a director of Sunflower Bank since 2017, but was only appointed to our board of directors on October 18, 2021. In 2021, the cash component of her compensation includes $38,000 for service as a director of Sunflower Bank and certain bank-level committees, and the option award component of her compensation relates solely for her service on the bank board. In connection with her appointment to our board of directors, she received a restricted stock award that vests in full on May 11, 2022, as reflected in the column entitled “Stock Awards.” (5) Mr. Levy is also a member of the Sunflower Bank board of directors and the cash component of his compensation includes $37,500 for service as a director of the bank and on bank-level committees during 2021, and the option award component of his compensation includes an award of stock options with a grant date fair value of approximately $35,000 for his service on the bank board. (6) Ms. Merdian is also a member of the Sunflower Bank board of directors. The cash component of her compensation includes $42,500 for service as a director of the bank and on bank-level committees during 2021, and the option award component of her compensation includes an award of stock options with a grant date fair value of approximately $35,000 for her service on the bank board. Compensation of Directors for Fiscal Year 2022 We have modified our non-employee director compensation arrangements for 2022, which now currently include the following: • an annual cash retainer of $35,000, payable quarterly; 145 Table of Contents • an additional annual retainer for the chair and members of the audit committee of $10,000 and $5,000, respectively; • an additional annual retainer for the chair and members of the compensation and succession committee of $7,500 and $5,000, respectively; • an additional annual retainer for the chair and members of the nominating and governance committee of $3,000 and $1,000, respectively; and • an annual equity component consisting of an award of restricted stock with a grant date fair value of approximately $35,000, to be granted on the first business day following our annual meeting of stockholders, with such award cliff vesting on the first anniversary of the grant date. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of FirstSun or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The following table sets forth information about the beneficial ownership of FirstSun common stock as of March 25, 2022: • each person known to FirstSun to be the beneficial owner of more than 5% of its common stock; • each named executive officer of FirstSun; • each director of FirstSun; and • all of FirstSun’s executive officers and directors as a group. Unless otherwise noted in the footnotes below, the address of each beneficial owner listed in the table is c/o FirstSun Capital Bancorp, 1400 16 th Street, Suite 250. Denver, Colorado 80202. Except as indicated by the footnotes below, FirstSun believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. FirstSun has based its calculation of the percentage of beneficial ownership on 18,346,288 shares of its common stock outstanding as of March 24, 2022. In computing the number of shares of FirstSun common stock beneficially owned by a person and the percentage ownership of that person, it deemed outstanding shares of its common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 24, 2022. FirstSun, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. 146 Table of Contents Amount of Shares Owned Right to Acquire (1) Total Percent of Class Director and Named Executive Officers Mollie H. Carter (2) 1,648,200 196,375 1,844,575 9.95 % Neal E. Arnold 232,348 187,590 419,938 2.27 % Robert A. Cafera, Jr. 125,267 135,952 261,219 1.41 % Beverly O. Elving (3) 630 9,622 10,252 * David W. Levy 100 37,005 37,105 * Diane L. Merdian 100 38,967 39,067 * Christopher C. Casciato (4) — — — * Paul A. Larkins (5) — 7,149 7,149 * All directors and executive officers as a group (10 persons) 2,007,545 701,744 2,709,289 14.22 % 5% Stockholders John J. Hale Trusts (6) 1,816,100 — 1,816,100 9.90 % Karen Hale Young Trusts (7) 1,816,100 — 1,816,100 9.90 % Max Alan Hale Trusts (8) 1,816,100 — 1,816,100 9.90 % Dana Hale Nelson Trusts (9) 1,616,200 — 1,616,200 8.81 % Aquiline SGB Holdings LLC (10) 1,443,066 — 1,443,066 7.87 % Entities Affiliated with Lightyear Capital LLC (11) 1,440,706 29,344 1,470,050 8.00 % Sunflower Trust (12) 1,155,900 — 1,155,900 6.30 % Ohio Public Employees Retirement System (13) 1,004,038 — 1,004,038 5.47 % • Indicates ownership of less than 1%. (1) The shares in this column represent stock options of FirstSun held by that person or entity that are currently exercisable or exercisable within 60 days of March 25, 2022. (2) Ms. Carter may be considered to exercise sole voting and investment power with respect to all 1,648,200 of the listed shares, which are held either by her individually or by trusts for which she serves as trustee. (3) The shares shown in this row include 530 shares of unvested restricted stock issued under our 2017 Equity Plan. (4) Mr. Casciato serves as the director designee for Lightyear Fund III, LP. Mr. Casciato is a Managing Director of Lightyear Capital LLC and has no voting or investment power over any shares held by Lightyear Capital LLC or its affiliates and disclaims any beneficial ownership of such shares. (5) Mr. Larkins serves as the director designee for Aquiline SGB Holdings LLC. Mr. Larkins has no voting or investment power over any shares held by Aquiline SGB Holdings LLC and disclaims any beneficial ownership of such shares. (6) John J. Hale has sole voting and dispositive power with respect to the shares held by a family trust for which he serves as trustee. (7) Karen Hale Young has sole voting and dispositive power with respect to these shares held by two family trusts for which she serves as trustee. (8) Max Alan Hale has sole voting and dispositive power with respect to these shares held by two family trusts for which he serves as trustee. (9) Dana Hale Nelson has sole voting and dispositive power with respect to these shares held by two family trusts for which she serves as trustee. (10) The address for Aquiline SGB Holdings LLC is 535 Madison Ave, New York, New York 10022. Aquiline SGB Holdings LLC is wholly owned by Aquiline Financial Services Fund II L.P. (the “Fund”). The Fund is managed by its general partner, Aquiline Capital Partners II GP (Offshore) Ltd. (the “GP”). The GP is wholly owned by Aquiline Holdings (Offshore) II L.P., which is managed by its general partner, Aquiline Holdings GP (Offshore) Ltd (“GP Offshore”). Jeffrey W. Greenberg is the sole holder of the Class A shares of GP Offshore. Under the articles of association of GP Offshore, the holders of the Class B shares of GP Offshore (of whom there are 11, excluding Mr. Greenberg, and none of whom holds more than 9% of the Class B shares) are entitled to vote only on “Designated Matters,” which is narrowly defined as “any matter of a Portfolio Company formed in a jurisdiction outside the United States that requires the approval of holders of voting interests of such entity or similar control persons of such entity.” The effect of this ownership structure is that Mr. Greenberg effectively controls GP Offshore and, in turn, the Fund. (11) Consists of (a) 1,436,728 shares held by Lightyear Fund III, L.P. (“Lightyear Fund III”) over which Lightyear Fund III GP, L.P., Lightyear Fund III GP Holdings, LLC, LY Holdings, LLC and Mark F. Vassallo have shared voting and dispositive power, and (b) 3,978 shares held by Lightyear Co-Invest Partnership III, L.P. over which Lightyear Fund III GP Holdings, LLC, LY Holdings, LLC and Mark F. Vassallo have shared voting and dispositive power. The address for Lightyear Capital and its affiliates is 9 West 57th Street, 31st Floor, New York, New York 10019. (12) Roger E. Gallo, as trustee, has sole voting and dispositive power with respect to these shares held in trust for the benefit of Ms. Carter’s adult children. (13) The address for the Ohio Public Employees Retirement System is 277 E Town Street, Columbus, Ohio 43215. 147 Table of Contents Equity Compensation Plan Information The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2021. Plan Category Number of Shares to be issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1) 1,412,900 $ 20.19 2,574,238 Equity compensation plans not approved by security holders N/A N/A N/A Total 1,412,900 $ 20.19 2,574,238 (1) Column (a) consists of shares of our common stock issuable upon the exercise of 1,412,900 stock options issued under our 2017 Equity Incentive Plan. Column (c) consists of an aggregate of 97,667 shares reserved for future issuance under our 2017 Equity Incentive Plan, which was approved by our stockholders on May 9, 2018, and our 2021 Equity Incentive Plan, which was approved by our stockholders on October 29, 2021. Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related Transactions The following section summarizes the material provisions of certain agreements entered into by FirstSun with its related parties. The summaries of agreements in this section are qualified in their entirety by reference to the forms of such agreements, which have been filed as exhibits to this Annual Report on Form 10-K. Stockholders’ Agreement Under the merger agreement dated July 28, 2016, by and among FirstSun, Strategic Growth Bank Incorporated, Strategic Growth Bancorp Incorporated and First National Bancorp Incorporated, which entities we collectively refer to herein as the “SGB parties,” FirstSun entered into a Stockholders’ Agreement with its stockholders dated June 19, 2017, the closing date of the mergers with the SGB parties. All of FirstSun’s stockholders are party to the Stockholders’ Agreement, and, following the merger, only JLL will become a party to the Stockholders’ Agreement. Certain FirstSun stockholders, defined as “Significant Stockholders” under the agreement, have additional rights and obligations under the Stockholders’ Agreement. These Significant Stockholders include, among others, the following: • Aquiline SGB Holdings LLC (“Aquiline”); • entities affiliated with Lightyear Capital LLC; • Ohio Public Employees Retirement System; • Southwest Banking Partners, L.P. (“SWBP”); • the following stockholders that are members of the Hale family: ◦ the John J. Hale Trust dated December 1, 1996; ◦ the Dana Hale Nelson Trust dated December 8, 1995 and the Dana Hale Nelson Family Irrevocable Trust dated May 25, 2011; ◦ the Karen Hale Young Trust dated February 23, 1996 and the Karen Hale Young Family Irrevocable Trust; ◦ the Max Alan Hale Trust dated June 1, 1996 and the Max Alan Hale Family Irrevocable Trust dated June 1, 2011; and ◦ the Mollie Hale Carter Trust dated December 19, 1995 and the Twin Meadow VHC Trust dated May 25, 2011 (together with the “Mollie Hale Carter Trust, the “Mollie Hale Carter Stockholder Group”). 148 Table of Contents The Stockholders’ Agreement contains various provisions relating to, among other things, representation on the FirstSun board of directors; certain corporate governance provisions; restrictions on transfer; tag-along rights, rights of first refusal and preemptive rights; and certain information rights. Each of the above-referenced Significant Stockholders, other than SWBP, own 5% or more of the shares of FirstSun common stock. See “Security Ownership of Certain Beneficial Owners and Management of FirstSun.” We have three additional Significant Stockholders under the Stockholders’ Agreement that each own less than 5% of the outstanding shares of FirstSun common stock. Amendment No. 2 to Stockholder’ Agreement Related to the Merger The Stockholders’ Agreement will remain in effect following the merger. Under the merger agreement, the Stockholders’ Agreement will be amended further, with such amendment to become effective upon the merger, to among other things, increase the size of the FirstSun board of directors from eight to ten members. In addition, JLL, Pioneer’s largest shareholder, will become a party to the agreement, will be designated as a Significant Stockholder and will have the right to designate one nominee, who will be a Class II director, to the FirstSun board of directors. FirstSun and Pioneer will also mutually agree to designate one nominee who currently serves on the Pioneer board of directors to the FirstSun board of directors, who will be a Class I director. Other than JLL, no other Pioneer shareholder will become a party to the Stockholders’ Agreement as a result of the merger. The below description of the Stockholders’ Agreement is a description of the agreement, as amended by Amendment No. 1 to the Stockholders’ Agreement and, where applicable, describes the Stockholders’ Agreement as amended by Amendment No. 2 to the Stockholders’ Agreement. Corporate Governance Provisions Board Composition The Stockholders’ Agreement currently provides that FirstSun will have an eight-member classified board of directors, divided into three classes, with each class consisting (as nearly as possible) of one-third of the total number of directors, with each director elected for a staggered three-year term. Under the Stockholders’ Agreement, the following stockholder groups are entitled to designate one nominee for election as a director as follows: • Aquiline (whose current nominee is Paul A. Larkins); • Lightyear (whose current nominee is Chris C. Casciato); • SWBP (currently SWBP has elected not to exercise its right to nominate a director for election and, therefore, such director seat is vacant); • the Dana Hale Nelson Trusts (whose current nominee is Neal E. Arnold); • the Karen Hale Young Trusts (whose current nominee is Beverly O. Elving); • the John J. Hale Trust (whose current nominee is David W. Levy). • the Max Alan Hale Trusts (whose current nominee is Diane L. Merdian); and • the Mollie Hale Carter Stockholder Group (whose current nominee is Mollie H. Carter). Under the Stockholders’ Agreement, the Mollie Hale Carter Stockholder Group designee (currently Ms. Carter) will serve as Chairman of the FirstSun board of directors. Following the merger, the Stockholders’ Agreement will be amended to increase the size of the board from eight to ten members. In addition, JLL will become a party to the agreement, will be designated as a Significant Stockholder and will have the right to designate one nominee, who will be a Class II director, to the FirstSun board of directors. FirstSun and Pioneer will also mutually agree to designate one nominee who currently serves on the Pioneer board of directors to the FirstSun board of directors, who will be a Class I director. Under the Stockholders’ Agreement, if any stockholder (or group of stockholders) with a director designation right, each a “designating stockholder,” ceases to own at least 40% of the amount of FirstSun common stock owned at the closing of the SGB mergers, it will lose its designation right, and the director nominated under such designation right must resign from the board and the size of the board will be reduced accordingly; provided, that, if such designating stockholder increases its ownership of FirstSun common stock to an amount equal to or greater than 40% of the amount of FirstSun common stock owned at the closing of the SGB mergers within 90-days after losing such designation right, the designating stockholder’s designation right will be reinstated. In addition, if a Hale trust group loses a designation right and the other Hale trust group that had not held a designation right before that time still holds at least 40% of the amount of FirstSun common stock it 149 Table of Contents owned at the closing of the SGB mergers, the other Hale trust group may succeed to the designation right. As such, when the Lisa K. Hale Trusts transferred its ownership below 40% in 2020, resulting in the loss of its designation right, such designation right was transferred to the John J. Hale Trust. Similarly, following the merger, the Stockholders’ Agreement, as amended, will provide that JLL, as a designating stockholder, will lose its designation right if it ceases to own at least 40% of the amount of FirstSun common stock owned at the closing of the merger and the director nominated under such designation right must resign from the board and the size of the board will be reduced accordingly; provided, that, if such JLL increases its ownership of FirstSun common stock to an amount equal to or greater than 40% of the amount of FirstSun common stock owned at the closing of the mergers within 90-days after losing such designation right, the designating stockholder’s designation right will be reinstated. If there is a vacancy on the FirstSun board as the result of a director’s death, disability, retirement, resignation, removal or otherwise, the applicable designating stockholder will have the exclusive right to designate another individual to fill such vacancy. The Stockholders’ Agreement requires that the FirstSun board hold at least four regularly scheduled meetings each calendar year, which must occur approximately every 90-days. Charter and Bylaw Provisions The Stockholders’ Agreement requires that FirstSun’s governing documents, including its certificate of incorporation and bylaws, provide (a) for the elimination of the liability of each director to the maximum extent permitted by law and (b) indemnification of, and advancement of expenses for, each director for acts on behalf of FirstSun to the maximum extent permitted by law. In addition, for the Lightyear and Aquiline designees (and the JLL designee following the merger), FirstSun acknowledges that such directors may have indemnification rights provided by their respective designating stockholder, and FirstSun has agreed, among other things, that it is the indemnitor of first resort. ERISA Matters Each of Lightyear and Aquiline, as well as JLL following the merger, and their respective affiliates, each referred to as a “VCOC Investor” were (or will be) granted “venture capital operating company” rights that were not provided to the other stockholders, including the right to receive quarterly and annual financial statements, the right to visit and inspect the offices and properties of FirstSun, consultation rights with management of FirstSun and, in the event that the board designee for Lightyear, Aquiline or JLL (following the merger) no longer has a right to serve on the FirstSun board of directors, or if such designee is unable to attend a board meeting, non-voting board observer rights, each subject to their agreement to maintain the confidentiality of any non-public information provided to them and to comply with applicable securities laws. These rights will terminate when the VCOC Investor holds less than 1% of FirstSun common stock. Bank Board The Stockholders’ Agreement also provides that the board of directors of Sunflower Bank will be composed of ten directors, which will be increased in size to 13 directors upon completion of the merger. Regulatory Compliance on Listing Event The Stockholders’ Agreement contains an initial public offering preparedness provision that requires the board to be reconstituted in conjunction with the listing of FirstSun common stock on NASDAQ or the New York Stock Exchange to the extent regulatory standards so require (subject to a maximum of ten directors). Share Transfer Provisions General Transfer Restrictions and Exceptions The Stockholders’ Agreement contains customary provisions for a private company restricting the transfer of shares, as discussed below. Notwithstanding the transfer restrictions, stockholders may transfer to “Permitted Transferees,” as defined in the agreement, which include family and affiliated entities and trusts, among other things. Any transfer to a Permitted Transferee requires that such transferee agrees to be bound by the terms of the Stockholders’ Agreement by executing a joinder to the agreement. JLL will execute a joinder to the Stockholders’ Agreement, which will become effective upon the merger, and will be designated as a Significant Stockholder. 150 Table of Contents Right of First Refusal Prior to an initial underwritten public offering, if a stockholder wishes to sell all or any portion of its position in FirstSun to a third party, it must provide written notice of the terms of the offer to FirstSun, and FirstSun will provide notice to the other stockholders’ party to the agreement. Such other stockholders would then have the opportunity to participate in the purchase (pro rata in proportion to their ownership) of the selling stockholder’s shares. The right of first refusal does not apply to sales that do not exceed $250,000 in a one year period. Tag-Along Rights The Stockholders’ Agreement grants “tag-along rights” to stockholders party to the agreement that apply when any Significant Stockholders, which we refer to as a “Tag-Along Seller,” wishes to sell to any third party other than a Permitted Transferee, which we refer to as a “Tag-Along Sale.” These tag-along rights require the Tag-Along Seller to provide written notice of the terms of such Tag-Along Sale to FirstSun and each other stockholder party to the agreement and provide such other stockholders with the opportunity to join in the Tag-Along Sale (a “Tagging Person”). The right to participate in the Tag-Along Sale is pro-rated based on ownership, if the maximum amount of shares the purchaser is willing to purchase is less than the number of shares the Tag-Along Seller and each Tagging Person wishes to sell. The sale is first governed by the right of first refusal discussed above, if applicable. The requirements related to a Tag-Along Sale do not apply to the following by a Tag-Along Seller (a) sales in an underwritten public offering in which a such seller participates under the registration rights agreement described below, (b) transfers to a Permitted Transferee, (c) a sale under Rule 144 of the Securities Act following an underwritten public offering, or (d) sales or transfers of less than 3% of FirstSun common stock over any 12-month period. Amendment No. 2 to the Stockholders’ Agreement provides that these “tag-along rights” will terminate immediately prior to the consummation by FirstSun of an initial underwritten public offering. Preemptive Rights FirstSun has granted preemptive rights to Significant Stockholders to purchase any securities or subsidiary securities that FirstSun or any subsidiary may propose to issue, other than: • an issuance to employees, officers, directors or consultants of FirstSun and its subsidiaries pursuant to employee benefit or other compensatory arrangements; • to debt financing sources in connection with any bona fide, arm’s length restructuring of outstanding debt of FirstSun or its subsidiaries approved by the board; • in connection with the exercise or conversion of outstanding securities or securities of a subsidiary or any interest payment, dividend or distribution in respect of outstanding securities or subsidiary securities; • as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction; • in the case of debt securities issued by FirstSun or any subsidiaries (that is not a security or a security of a subsidiary) pursuant to a bona fide underwritten public offering; • pursuant to a written requirement to raise additional capital issued by the Federal Reserve or any other regulatory authority; or • any sale by a CFS Pledgee of any CFS Pledged Shares (each as defined in the Stockholders’ Agreement). The preemptive rights provisions in the Stockholders’ Agreement, like the right of first refusal and tag-along rights, contain an allocation methodology based on pro rata ownership. This provision automatically terminates immediately prior to FirstSun’s consummation of an initial underwritten public offering. Miscellaneous Stockholders’ Agreement Provisions Information Rights; Confidentiality Under the Stockholders’ Agreement, FirstSun is required to furnish stockholders party to the agreement with quarterly and annual financial statements, and stockholders are generally required to maintain the confidentiality of non-public information provided to them by FirstSun. These information rights will terminate when FirstSun becomes subject to the reporting requirements under the Exchange Act. 151 Table of Contents U.S. Real Property Interests FirstSun has agreed that, as and when requested by a Significant Stockholder, it will provide reasonable assistance in connection with determinations by such Significant Stockholder of whether FirstSun common stock held by such Significant Stockholder constitutes a United States real property interest under Section 897 of Code. FirstSun must also comply with the notice requirement to the IRS described in Treasury Regulation Section 1.897-2(h)(2), and maintain its status as an association taxable as a corporation for U.S. federal income tax purposes. Amendment; Termination The Stockholders’ Agreement may be amended or waived only by the written consent of FirstSun stockholders holding two-thirds of the outstanding shares of FirstSun common stock party to the agreement. All provisions of the Stockholders’ Agreement terminate upon the earlier of an initial underwritten public offering or Change of Control of FirstSun (as defined in the agreement); provided, however, that certain governance provisions will remain in effect following an initial underwritten public offering, including the director designation rights and VCOC rights of Lightyear, Aquiline and JLL (following the merger), which will be in effect until such designating stockholder loses such designation right or the earlier to occur of a Change of Control or the 25 th anniversary of the dated of the agreement. Registration Rights Agreement Under the SGB merger agreement, on June 19, 2017, FirstSun entered into a Registration Rights Agreement with its stockholders, including the Significant Stockholders referenced above (which Significant Stockholders are referred to as “Significant Investors” in the Registration Rights Agreement). Under the Registration Rights Agreement, FirstSun is obligated to register the sale of shares of FirstSun common stock owned by the stockholders party to the agreement under certain circumstances, as described below. The Registration Rights Agreement will remain in effect following the merger. Under the merger agreement, the Registration Rights Agreement will be amended, with such amendment to become effective as of the closing date of the merger, to among other things, add JLL, Pioneer’s largest shareholder, as a “Significant Investor” to the agreement. Other than JLL, no other Pioneer shareholder will become a party to the Registration Rights Agreement as a result of the merger. Demand Rights At any time beginning on or after June 19, 2019, each Significant Investor, subject to the limitations set forth in the Registration Rights Agreement, will have the right to require FirstSun by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of FirstSun common stock. Each Significant Investor has the right to up to five demand notices. FirstSun will not be obligated to effect any demand registration unless (a) the aggregate number of shares joining in the demand is at least 20% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is before an initial public offering of FirstSun), or 10% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is after the initial public offering of FirstSun), and (b) either (i) the aggregate offering price of securities to be included in the registration, net of underwriting discounts and commissions, equals or exceeds $25.0 million, or (ii) the aggregate number of shares of FirstSun common stock to be included in the registration equals or exceeds 10% of the total number of issued and outstanding shares of FirstSun common stock. In addition, FirstSun will not be obligated to file a registration statement within a period of 180 days after the effective date of any other demand registration statement. FirstSun will also be permitted to postpone filing a registration statement or facilitating an offering relating to a demand registration request if the registration process would, among other things, materially and adversely affect a pending or proposed material financing or material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction. Piggyback Rights If FirstSun proposes to register an offering of FirstSun common stock (subject to certain exceptions) for its own account or for the account of any third party (including a demand registration), then it must give written notice to the holders under the Registration Rights Agreement and allow them to include their shares in that registration statement. There is no limitation on the number of such piggyback registrations that FirstSun is required to effect. 152 Table of Contents Conditions and Limitations These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and FirstSun’s right to delay an offering or registration statement or withdraw a registration statement under certain circumstances. Expenses and Indemnification FirstSun will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement becomes effective or the offering is consummated, including legal expenses of one counsel for the holders party to the agreement. However, the holders must pay all underwriting discounts and commissions in connection with sales by them of any of their shares of FirstSun common stock. The Registration Rights Agreement also contains customary indemnification provisions pursuant to which FirstSun will be required to indemnify each holder and its affiliates against certain liabilities that may arise, including those under the Securities Act. Related Party Transaction Policy Transactions by us with related parties are subject to regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by us with our affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by us to our executive officers, directors and principal stockholders). We have also adopted policies to comply with these regulatory requirements and restrictions, including policies governing the approval of related party transactions. Under our policies, all transactions between us and our directors, officers and 5% stockholders are subject to the approval of a majority of the independent and disinterested outside directors and are conducted on terms no less favorable than could be obtained from unaffiliated third parties on an arm’s-length basis. In addition, we conduct an appropriate review of all related person transactions for potential conflicts of interest on an ongoing basis, and all such transactions must be approved by the Audit Committee (or another independent body of the board). Director Independence Our securities are not listed on a national securities exchange or any inter-dealer quotation system which has a requirement that a majority of directors be independent. Our board has undertaken a review of the independence of each director on the FirstSun board of directors under the standards for director independence set forth in the NASDAQ Marketplace Rules. Under these rules, our board has affirmatively determined that Mr. Casciato, Ms. Elving, Mr. Larkins, Mr. Levy and Ms. Merdian are “independent directors.” In addition, the members of our audit committee, nominating and governance committee and compensation and succession committee are comprised solely of independent directors under the NASDAQ Marketplace Rules. We have determined that Ms. Carter and Mr. Arnold do not qualify as independent directors because each is an executive officer of both FirstSun and Sunflower Bank. 153 Table of Contents Item 14. Principal Accounting Fees and Services Our independent registered public accounting firm for the years ended December 31, 2021 and 2020 was Crowe LLP. The following table shows the fees that we paid for services performed in the years ended December 31, 2021 and 2020 to Crowe LLP: (in thousands) Type of Fees 2021 2020 Audit fees $ 592 $ 405 Audit-related fees 349 — Tax fees — — All other fees 6 6 Total fees $ 947 $ 411 Audit Fees. Audit fees consist primarily of fees for the integrated audit of our consolidated financial statements, review of the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K. Audit fees are those billed or expected to be billed for audit services related to each fiscal year. Audit Related Fees. This category includes the aggregate fees billed for non-audit services, exclusive of the fees disclosed relating to audit fees. These services principally include the procedures performed for various filings with the SEC and due diligence services related to acquisition activity. All Other Fees. This category consists of services not applicable to the first two categories for agreed-upon procedures. Pre-Approval Policy. The Audit Committee has a policy to pre-approve all audit and non-audit and tax services performed by our independent registered public accounting firm. All services provided by the independent registered public accounting firm are either within general pre-approved limits or specifically approved by the Audit Committee. The Pre-Approval Policy requires the Audit Committee to be informed of the services provided under the pre-approval guidelines at the next regularly scheduled Audit Committee meeting. All services provided by Crowe LLP, and all fees related thereto, were approved pursuant to the pre-approval policy. 154 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules Exhibit No. Description 2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, West Suburban Bancshares, Inc. and FSCB Merger Subsidiary, Inc. dated as of May 11, 2021, as amended (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). * 3.1 Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 3.2 Certificate of Amendment dated November 3, 2021 to the Amended and Restated Certificate of Incorporation of FirstSun (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021). 3.3 Bylaws of FirstSun Capital Bancorp as amended and restated through October 29, 2021 (incorporated by reference to Exhibit 3.3 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021). 4.1 Form of common stock certificate of FirstSun Capital Bancorp (incorporated by reference to Exhibit 4.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 4.2 FirstSun Capital Bancorp is a party to long-term debt instruments with respect to subordinated notes and convertible debt under which the total amount of securities authorized does not exceed 10% of the total assets of FirstSun Capital Bancorp and its subsidiaries on a consolidated basis. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstSun Capital Bancorp agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. 4.3 Form of Stockholders’ Agreement dated as of June 19, 2017, by and among FirstSun Capital Bancorp and the parties signatories thereto (incorporated by reference to Exhibit 4.3 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). * 4.4 Form of Amendment No. 1 to the Stockholders’ Agreement dated March 14, 2018 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.4 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 4.5 Form of Amendment No. 2 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit B to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). 4.6 Form of Registration Rights Agreement dated as of June 19, 2017 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). * 4.7 Form of Amendment No. 1 to Registration Rights Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit C to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). 10.1 Amended and Restated Employment Agreement dated as of May 13, 2020 by and among Mollie Hale Carter, FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.2 Employment Agreement dated as of January 16, 2018 by and between Neal E. Arnold and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.3 2019 Amendment to Employment Agreement dated as of February 21, 2019 by and among Neal E. Arnold and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.4 Amended and Restated Employment Agreement dated as of June 19, 2017 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.5 2019 Amendment to Amended and Restated Employment Agreement dated as of February 21, 2019 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.6 FirstSun Capital Bancorp 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.7 Form of FirstSun Capital Bancorp Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.8 FirstSun Capital Bancorp 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.9 Form of FirstSun Capital Bancorp 2020 Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.10 FirstSun Capital Bancorp Deferred Compensation Plan Amended as of January 1, 2019 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^ 10.11 FirstSun Capital Bancorp 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021). ^ 10.12 FirstSun Capital Bancorp 2021 Long-Term Incentive Plan ^† 10.13 Form of FirstSun Capital Bancorp 2021 Long-Term Incentive Plan Award Agreement ^ 155 Table of Contents Exhibit No. Description 10.14 FirstSun Capital Bancorp Long-Term Incentive Plan, effective April 1, 2022. ^ 10.15 Form of FirstSun Capital Bancorp Long-Term Incentive Plan Award Agreement. ^ 10.16 Agreement and General Release dated March 24, 2022 between Mollie Hale Carter and FirstSun Capital Bancorp. ^ 10.17 Amended and Restated Employment Agreement dated as of March 24, 2022 by and among Neal E. Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A. ^ 10.18 2022 Amendment to Amended and Restated Employment Agreement dated as of March 24, 2022 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. ^ 14.1 Code of Ethics 21.1 Subsidiaries of FirstSun Capital Bancorp. 23.1 Consent of Crowe LLP. 24.1 Power of Attorney (included on signature page). 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a). 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a). 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020; (ii) Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. 104 The cover page from the Company’s Annual Report on Form 10-K Report for the year ended December 31, 2021, formatted in inline XBRL and contained in Exhibit 101. * Annexes, schedules, and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. FirstSun agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. ^ Management contract or compensatory plan or arrangement. † Confidential portions of this Exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K. FirstSun agrees to furnish supplementally a copy of any redacted information to the Securities and Exchange Commission upon request. Item 16. Form 10-K Summary Not Applicable. Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act No annual report or proxy material has been sent to our stockholders as of the date of this Annual Report on Form 10-K (this “Annual Report”). A copy of this Annual Report and proxy material will be sent to our stockholders subsequent to the filing of this Annual Report, copies of which will be furnished to the SEC on or about the time such materials are sent to our stockholders. 156 Table of Contents Signatures Pursuant to the requirements 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. FIRSTSUN CAPITAL BANCORP (Registrant) /s/ Mollie H. Carter Date: March 25, 2022 Mollie H. Carter Chairman, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mollie H. Carter and Neal E. Arnold, his or her true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney‑in‑fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney‑in‑fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert A. Cafera, Jr. Executive Vice President and Chief Financial Officer March 25, 2022 Robert A. Cafera, Jr. (Principal Financial Officer) /s/ Joel Murray Senior Vice President and Chief Accounting Officer March 25, 2022 Joel Murray (Principal Accounting Officer) /s/ Neal E. Arnold Director and Chief Executive Officer and President March 25, 2022 Neal E. Arnold of Sunflower Bank /s/ Christopher C. Casciato Director March 25, 2022 Christopher C. Casciato /s/ Beverly O. Elving Director March 25, 2022 Beverly O. Elving /s/ Paul A. Larkins Director March 25, 2022 Paul A. Larkins /s/ David W. Levy Director March 25, 2022 David W. Levy /s/ Diane L. Merdian Director March 25, 2022 Diane L. Merdian 157