What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-25 · 332 added, 344 removed, 567 unchanged (54% of the section changed)

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There has been no change in our internal control over financial reporting during the year ended December 31, 2022, 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.

Management’s Report on Internal Control over Financial Reporting

The management of FirstSun is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and affected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the internal control over financial reporting as of December 31, 2022.

In making this assessment, we used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management also conducted an assessment of requirements pertaining to Section 112 of the Federal Deposit Insurance Corporation Improvement Act.

This section relates to management’s evaluation of internal control over financial reporting, including controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) and in compliance with laws and regulations.

Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls.

Based on our assessment, management concluded that as of December 31, 2022, FirstSun’s internal control over financial reporting is effective based on those criteria.

Other Information

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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;

• debt load reduction;

• loan and lease losses;

• expense management;

• economic value added;

• stock price;

(tangible) book value;

• asset quality level;

• charge offs;

• loan loss reserves;

• 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;

• 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;

(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

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.

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.

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.

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.

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.

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.

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.

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.

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

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 .

2023 Amendments to Arnold and Cafera Employment Agreements and Outstanding Long-Term Incentive Plan Award Agreements.

On March 14, 2023, we entered into a first amendment to Mr.

Arnold’s amended and restated employment agreement dated March 24, 2022, and we entered into a third amendment to Mr.

Cafera’s amended and restated employment agreement dated June 19, 2017, as amended, in order to clarify the accelerated vesting treatment of the executive’s equity-based awards upon certain qualifying terminations of the executive’s employment.

The first amendment to Mr.

Arnold’s amended and restated employment agreement and the third amendment to Mr.

Cafera’s amended and restated employment agreement were also entered into as a result of the restructuring of our long term incentive awards under our Long-Term Incentive Plans (each an “ LTIP” or collectively, the “ LTIPs”).

Specifically, the first amendment to Mr.

Arnold’s agreement and third amendment to Mr.

Cafera’s agreement provides that any unvested portion of the executive’s outstanding options or other incentive compensation or equity-based awards (including but not limited to phantom equity, or cash or stock payouts under the LTIPs) will immediately fully vest as of the date of such qualifying termination.

The amendments further provide that awards issued pursuant to the LTIPs (or any successor plan) shall vest at such dollar value (for cash-based awards) or at such number of performance share units (for equity-based awards) as determined by the compensation committee of the Company (or its delegate), in its sole and good faith discretion, based on the level of achievement of any Bank Performance Measures (as defined in the LTIPs) as of the date of such qualifying termination and subject to adjustments (e.g., accounting for transaction expenses) to such Bank Performance Measures as the compensation committee (or its delegate) determines are necessary to carry out their original intent and in a manner that does not materially adversely affect the executive;

provided that with respect to any LTIP award for which achievement of the applicable Bank Performance Measures for the full performance period cannot be objectively measured as of immediately prior to any such qualifying termination, such LTIP award will be earned as of such termination at the greater of 100% of target level and the level achieved based on actual performance determined through the last practicable date prior to such termination, as determined by the compensation committee.

The first amendment to Mr.

Arnold’s amended and restated employment agreement and the third amendment to Mr.

Cafera’s amended and restated employment agreement also serve as an amendment to the outstanding LTIP award agreements for each executive to clarify that all outstanding LTIP awards are amended to provide for full (100%) vesting upon a termination without cause or a termination for good reason, as those terms are defined in the applicable employment agreement.

For a description of the awards made to Mr.

Arnold and Mr.

Cafera pursuant to the LTIPs (including a description of the Bank Performance Measures and performance periods), see Item 11 below, “ Executive Compensation” under the heading “ Long Term Incentive Plans,” which information is incorporated herein by reference.

The foregoing description of the first amendment to Mr.

Arnold’s amended and restated employment agreement and third amendment to Mr.

Cafera’s amended and restated employment agreement do not purport to be complete and are qualified in their entirety by reference to the first amendment to amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.17 and the third amendment to amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.18 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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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.

As a result, the terms of 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 2025 annual meeting and the term of its Class III directors will expire at the 2023 annual meeting.

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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—Corporate Governance Provisions—Board Composition.” 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.

In connection with the Merger and pursuant to the terms of the merger agreement and Amendment No.

2 to the Stockholders’ Agreement, on April 1, 2022, FirstSun increased the size of its board of directors (the “Board”), effective immediately after the Second Step Merger, from eight to ten members, and elected two former Pioneer directors to the Board.

Under the merger agreement, one of the continuing Pioneer directors was selected by JLL, Pioneer’s largest former shareholder, and the other continuing Pioneer director was mutually selected by FirstSun and Pioneer.

JLL selected Kevin Hammond to serve as its Board designee, and FirstSun and Pioneer mutually selected Isabella Cunningham to serve on the Board, as a Class I director.

Cunningham was also appointed to serve on the Board’s Nominating and Governance Committee and the Compensation and Succession Committee.

Hammond and Ms.

Cunningham participate in FirstSun’s standard 2022 non-employee director compensation arrangements, as such arrangements may be amended from time to time, and described under Item 11, “Executive Compensation” of our Annual Report under the heading “Compensation of Directors for Fiscal Year 2022,” which description is incorporated herein by reference.

Name Age Served as Director Since

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Elving 69 2021

Isabella Cunningham 80 2022

Class II (term expires 2025)

Merdian 63 2017

Hammond 40 2022

Class III (term expires 2023)

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Biographical Information for Directors

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.

Arnold is the current President and Chief Executive Officer of the Company and Sunflower Bank and also serves as the Chief Operating Officer of the Company.

He was appointed as President and Chief Executive Officer of the Company on April 1, 2022, and has held the positions of President and Chief Executive Officer of Sunflower Bank and Chief Operating Officer of the Company since 2018.

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.

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Prior to joining Fifth Third, he served as Chief Financial Officer and Chief Operating Officer of Midwestern Community Bank from 1980 to 1989.

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.

Arnold also has over 20 years of experience completing numerous regulatory compliance consulting engagements for bank boards.

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.

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.

Arnold has over 20 years of experience completing numerous regulatory compliance consulting engagements for bank boards.

Carter is the current Executive Chair of the Company, a position she has held since April 1, 2022.

She also served as Chair of the Company’s board and the board of Sunflower Bank, positions she has held since 1996.

She served as President and Chief Executive Officer of the Company from 2005 until April 1, 2022, and served as President and Chief Executive Officer of Sunflower Bank from 2005 until 2018.

She served as a director of Evergy, Inc.

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Carter is also a Director of Lockton Companies and serves on its Nominating and Governance Committee and the Audit Committee.

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.

Carter’s qualifications to serve as our Executive Chair 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.

Carter also has extensive experience with corporate governance, compensation matters, and with complicated financial regulatory and banking compliance environments.

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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.

Isabella Cunningham joined the Company’s board as a result of the merger with Pioneer effective April 1, 2022.

Cunningham served as a director of Pioneer and Pioneer Bank from 2013 until April 2022.

Cunningham holds the Stan Richards Chair in Advertising and Public Relations at the University of Texas at Austin.

She retired form her position as the Director of the Stan Richards School in 2014 and is now also the Academic Director of the Tower Fellows Program at The University.

Cunningham still serves on a number of academic committees and is a member of the School Budget Council.

She also served as a member of the college Administrative Council, the University Curricular Task Force, the UT Presidential Enrollment Task Force and is a member of the Executive Council of the Latin American Studies School.

Cunningham has served as director on public and private companies’ boards, and on a number of non-profit boards and non-profit institutions including St.

Edward’s Board of Trustees, the National Museum of Natural History (Smithsonian) and the Susan G.

Komen Breast Cancer Foundation.

Cunningham is a nationally recognized expert in advertising and intellectual property.

Cunningham’s qualifications to serve as a director include her leadership and prior extensive board service, with over 30 years of experience and a variety of board engagements.

Elving is the former Director of Corporate Accounting, Vice President & Controller, and Sr.

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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.

Elving’s qualifications to serve as a director include her senior accounting and leadership experience including oversight of public companies and government entities.

between May 1981 and 1996.

Elving’s qualifications to serve as a director include her accounting, finance and C-suite leadership experience including oversight of public companies and government entities.

Elving also serves as a director of non-profit boards including St.

Luke’s Health System-Bishop Spencer Place since 2019, Heart of America Shakespeare Festival in Kansas City, Missouri since 2019, and the Friends of the Conservatory of the University of Missouri- Kansas City since 2023.

Hammond joined the Company’s board as a result of the merger with Pioneer effective April 1, 2022.

Hammond served as a director of Pioneer from 2016 until April 2022.

He is a Managing Director at JLL Partners, which he joined in 2004, where he focuses on making new private equity investments and managing the firm’s portfolio of companies.

He also serves on JLL Partners’ management and investment committees.

Prior to JLL, he worked at Greenhill & Co., where he worked in merger advisory and private equity.

Hammond previously served as a director of FC Holdings, Inc.

and First Community Bank, N.A.

Hammond’s qualifications to serve as a director include his experience in managing financial transactions and extensive past and current director service on corporate boards.

Larkins is currently a Senior Advisor with Aquiline Capital Partners, a position he has held since 2018.

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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.

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.

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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.

Her strengths include her insight into strategy, valuation, management, and economics vs.

accounting, with additional experience in Audit and Compensation matters.

Biographical Information for Executive Officers

1 unchanged sentence

Name Age Position

Carter 59 Chairman of the Board, President and

Chief Executive Officer of FirstSun and

Executive Chairman of Sunflower Bank

Arnold 62 Chief Executive Officer and President of Sunflower Bank and Chief Operating Officer of FirstSun

Carter 60 Executive Chair of the FirstSun Board, and Executive Chair of the Sunflower Bank Board

Arnold 63 Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun

53 Executive Vice President and

Chief Financial Officer of FirstSun and Sunflower Bank

Frazier 51 Executive Vice President and

Chief Administrative Officer of FirstSun and Sunflower Bank

Frazier 52 Executive Vice President and Chief Administrative Officer of FirstSun and Sunflower Bank

Norris 49 Chief Credit Officer of Sunflower Bank

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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, 2022 were:

Carter, President and Chief Executive Officer;

Arnold, Chief Executive Officer and President of Sunflower Bank and Chief Operating Officer of FirstSun;

Carter, Executive Chair;

Arnold, Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun;

Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank.

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Carter 2022 $ 642,308 $ — $ — $ — $ — $ 3,021,652 $ 3,663,960

Chief Executive Officer and President 2020 899,999 — — — — 27,364 927,363

Executive Chair 2021 1,000,000 — — — — 19,864 1,019,864

2020 899,999 — — — — 27,364 927,363

Arnold 2022 856,923 1,000,000 — — — 18,900 1,875,823

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

Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun 2021 1,000,000 1,000,000 949,973 — — 18,000 2,967,973

2020 999,999 1,000,000 — — — 17,700 2,017,699

2022 412,577 400,000 — — — 18,900 831,477

Executive Vice President and Chief Financial Officer 2021 399,999 400,000 199,968 — — 18,000 1,017,967

2020 399,999 400,000 — — — 17,700 817,699

(1) See discussion under “Narrative to Summary Compensation Table—Annual Bonus Payment” below.

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(4) For 2022, the amounts set forth in this column include the following:

Agreement & General Release $ 3,000,000 $ — $ —

401(k) match 18,300 18,300 18,300

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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.

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.

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.

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.

In 2022, we had an agreement and general release in place with Ms.

Carter and employment agreements with each of Mr.

Arnold and Mr.

We have included below descriptions of these agreements for each of these officers.

Agreement and General Release with Ms.

In connection with the management realignment as a result of the merger with Pioneer, and Ms.

Carter’s transition to her current role as Executive Chairman, FirstSun entered into an Agreement and General Release with Ms.

Carter dated March 24, 2022 pursuant to which she serves as Executive Chairman of the board of FirstSun and Sunflower Bank.

Under the Agreement and General Release Ms.

Carter is entitled to a base salary of $500,000 and she is eligible to participate in our various employee benefit and incentive programs.

Additionally, under the Agreement and General Release, Ms.

Carter cancelled her prior employment agreement with FirstSun and the 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 prior employment agreement in certain termination events, to be paid no later than April 21, 2022.

The Agreement and General Release extends certain obligations in Ms.

Carter’s prior employment agreement related to key-man insurance, confidentiality, observation of security measures, covenants to protect our business and the return of materials.

Employment Agreement with Neal E.

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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.

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.

Arnold, originally effective January 16, 2018, as amended effective February 21, 2019, which was amended and restated effective March 24, 2022, and further amended March 14, 2023, pursuant to which Mr.

Arnold serves as President and Chief Executive Officer of FirstSun and the Bank, and Chief Operating Officer of FirstSun.

The employment agreement originally had an initial term of two years and now 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.

His base salary for 2022 was $800,000.

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.

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.

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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

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;

Arnold’s employment agreement requires that he keep information about FirstSun and the Bank confidential.

(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.

(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, 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.

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.

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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.

Cafera, originally effective June 19, 2017, as amended on February 21, 2019 and March 24, 2022, which was in effect for the year ended 2022, and further amended effective March 14, 2023, pursuant to which he serves as Chief Financial Officer of FirstSun and Sunflower Bank.

The employment agreement originally had an initial term of two years and now 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 $425,000.

His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board.

For 2022, 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.

Cafera is eligible to earn an annual target bonus 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 FirstSun compensation committee.

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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.

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.

Cafera’s employment agreement requires that he keep information about FirstSun and the Bank confidential.

(b) soliciting any business relation 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.

Under the employment agreement, we may terminate Mr.

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Cafera may terminate his employment with or without good reason.

Cafera is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.”

Cafera is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” The foregoing description of the amended employment agreement does not purport to be complete and is qualified in its entirety by reference to the amended employment agreement, which is incorporated herein by reference as Exhibit 10.1 8 .

Annual Bonus Payments

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Cafera participated in our annual bonus program in 2022.

Carter was also eligible to participate, but elected not to.

In 2022, 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:

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• 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%);

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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.

In 2022, based on the board’s assessment of their individual performance, each of Mr.

Arnold and Mr.

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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.

We use long-term cash incentive plans (“LTIP Plans”) to attract and retain highly-qualified key management employees and align the interests of those employees with the financial success of FirstSun.

For 2022, 2021 and 2020, Mr.

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Cafera participated in our long-term incentive plans as described below.

Carter was also eligible to participate, but elected not to.

2022 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.

Our 2022 Long-Term Incentive Plan, which we refer to as the “2022 LTIP,” was adopted by the FirstSun board of directors effective April 1, 2022, and is intended to serve as an ongoing plan for future years.

The 2022 LTIP permits the Compensation Committee, with input from our Chief Executive Officer, to make awards in the form of cash and/or equity to be issued under our Equity Incentive Plan, to become payable upon achievement over a three-year performance period (the “Performance Period”) of such company and individual performance measures as the Compensation Committee shall designate.

For 2022, the Compensation Committee granted Mr.

Cafera two 2022 LTIP awards, consisting of a cash award and performance share units entitling the executive to receive a number of shares of FirstSun common stock (PSUs), with the amount of cash or number of shares that becomes payable at the end of the applicable Performance Period (“Realized

Value”) to be based on the level of achievement of specified company performance measures (each, a “Bank Performance Measure” and collectively, the “Bank Performance Measures”).

For 2022, the Compensation Committee granted Mr.

Arnold a single 2022 LTIP award consisting solely of PSUs with the number of shares that becomes payable at the end of the applicable Performance Period (“Realized Value”) to be based on the level of achievement of specified Bank Performance Measures.

For the 2022 PSU awards, the Realized Value is based on the following formula:

for threshold performance, Realized Value will be 50% of the “Target Units” (listed in the table below as “Threshold Units”);

for target performance, the Realized Value will be 100% of Target Units;

and for stretch performance, the Realized Value will be 150% of Target Units (listed in the table below as “Stretch Units”).

For 2022 cash awards, the Realized Value is based on the following formula:

for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table below as “Threshold Value”);

for target performance, the Realized Value will be 100% of the Target Value;

and for stretch performance, the Realized Value will be 150% of the Target Value (listed as “Stretch Value” in the table below).

For 2022, the Threshold Units, Target Units and Stretch Units of Mr.

Arnold and Mr.

Cafera’s Unit-based 2022 LTIP awards were as follows:

Name Threshold

Units Stretch

Arnold 20,896 41,791 62,687

3,582 7,164 10,746

For 2022, the Threshold Value, Target Value, and Stretch Value of Mr.

Cafera’s 2022 cash award were as follows:

Name Threshold

Value Stretch

$ 80,000 $ 160,000 $ 240,000

Because the 2022 LTIP awards have a three year Performance Period, no amounts were earned in 2022, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2022.

The Realized Value of each executive’s 2022 LTIP awards may be more than the Threshold Units or Threshold Value (as applicable), more or less than the Target Units or Target Value (as applicable), or less than the Stretch Units or Stretch Value (as applicable) and will depend on the level at which we achieve the Bank Performance Measures, each as measured at the end of the Performance Period.

The 2022 PSU awards will be paid in shares of FirstSun common stock within 45 days following the end of the three-year Performance Period, and the 2022 cash awards will be paid in a lump sum cash payment within 45 days following the end of the three-year Performance Period, in each case 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 Measures designated by the board in 2022 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 performance for which the executive officer will earn the applicable 2022 LTIP award.

If performance is below the threshold level for one of the Bank Performance Measures, the executive officer will not earn an award for that metric;

however, the executive officer will earn an award for the other metric if the threshold performance level is achieved.

If performance exceeds the stretch level for any Bank Performance Measure, the executive officer will not earn a further award above the stretch incentive for such metric.

Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.

For 2022, the performance required to achieve threshold, target or stretch settlements is based on performance of FirstSun, adjusted on a pro forma basis to include the acquisition of Pioneer as if it were part of FirstSun starting January 1, 2021 (this acquisition was effective April 1, 2022).

Performance Metric Weighting Explanation

Annual Growth in Revenues Per Share 50% Revenues means net interest income plus total noninterest income as reported by FirstSun, on a fully diluted share equivalent calculation.

Annual Growth in Tangible Book Value Per Share 50% Tangible Book Value means total stockholders’ equity (excluding accumulated other comprehensive income) less goodwill and intangible assets.

Intangible assets does not include mortgage servicing rights.

Any impact to total stockholders’ equity from cash dividends to stockholders is also excluded.

The board has the ability to reduce the Bank Performance Measures 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.

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 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:

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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.

The Target Value of Mr.

Arnold and Mr.

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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.

Because the 2021 LTIP has a three year Performance Period, no amounts were earned in 2021 or 2022, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2021 or 2022.

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 2021 LTIP awards will be paid in a lump sum cash payment within 45 days following the end of the three-year Performance Period, 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

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;

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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.

Our 2020 Long-Term Incentive Plan, which we refer to as the “2020 LTIP,” was adopted by the FirstSun board 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.

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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.

The three-year performance period for the 2020 LTIP will end on March 31, 2023 with achievement and are expected to be paid in the second quarter of 2023.

Therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2020, 2021 or 2022.

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.

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 annual bonus, 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.

Our Deferred Compensation Plan is administered by an officer of FirstSun or Sunflower Bank selected by the FirstSun board.

Participation is limited to a select group of management or highly compensated employees of FirstSun or Sunflower Bank approved by the FirstSun board.

The plan is unfunded and participants are unsecured general creditors of FirstSun or Sunflower Bank with respect to amounts deferred.

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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.

Payments to our named executive officers 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 2022 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

The following table provides a summary of stock option awards outstanding and PSUs which may be awarded under the 2022 LTIP as of December 31, 2022 for the named executive officers.

The vesting provisions applicable to each outstanding option and performance based stock award is described in the footnotes to the following table.

For a description of the acceleration of vesting provisions applicable to the equity-based awards held by our named executive officers, please see the section titled “Potential Payments Upon Termination or Change in Control” below.

Option Awards Stock Awards

Number of Securities Underlying

Options Exercisable Number of Securities Underlying Options Unexercisable Option Exercise

Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards:

Number of Unearned Shares or Units That Have Not Vested (1) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares or Units That Have Not Vested

Carter 196,375 — $ 19.72 7/20/2027 — $ — — $ —

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135,952 — 19.72 7/20/2027 — — 7,164 261,128

(1) Represents stock options that vested ratably over a four year period on each anniversary of the February 14, 2018 grant date.

(1) Awards vest on the third anniversary of the grant date, April 30, 2025.

Potential Payments Upon Termination or Change in Control

Employment Agreements in Effect in 2022

Each of our employment agreements with Ms.

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.

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;

• 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;

◦ 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

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.

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).

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

Each of our employment agreements with, Mr.

Arnold’s and Mr.

Cafera’s in effect in 2022 included certain severance payments upon termination of employment, including in certain circumstances following a change in control, as described below.

Arnold’s or Mr.

Cafera’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 annual bonus (100% of base salary) for the fiscal year that includes his termination, payable in a lump sum within 30 days;

• subject to his execution of a general release:

◦ a lump sum within 65 days equal to (a) 24 months of base salary and target annual bonus, plus (b) 18 months of COBRA premiums;

◦ full vesting of his account under our Deferred Compensation Plan;

◦ 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.

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.

◦ 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 incentive compensation or equity-based awards, and

▪ the right to elect to cancel any outstanding options granted to him under his initial option grant 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.

The “initial option grant” refers to the option grant of 187,590 options made to Mr.

Arnold on January 31, 2018 and the option grant of 135,952 options made to Mr.

Cafera on July 20, 2017.

If the executive fails to timely make an election to cancel such options, the options will remain outstanding and exercisable until 18 months following such termination or, if earlier, the end of the initial option grant’s original term (i.e., January 31, 2028 for Mr.

Arnold and July 20, 2027 for Mr.

Effective March 14, 2023, Mr.

Arnold’s and Mr.

Cafera’s employment agreements were amended to make clear that the “other incentive compensation or equity-based awards” that become vested (as described above) include the cash and performance-based stock awards made under our LTIP Plan, with vesting of performance-based stock awards to be determined by the Compensation Committee of the FirstSun board based on the level of achievement of Bank Performance Measures as of the date of the executive’s termination, subject to adjustments, such as to account for transaction expenses, as the Compensation Committee determines are necessary to carry out the original intent of the award and in a manner that does not materially adversely affect the executive.

If the Compensation Committee determines that the level of achievement of Bank Performance Measures cannot be objectively measured as of the executive’s termination date, then vesting will occur at the greater of target or the level achieved based on actual performance through the last practicable date prior to the executive’s termination.

In addition, under their respective employment agreements, any decision by Mr.

Arnold or Mr.

Cafera 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.

If the total amounts due to Mr.

Arnold or Mr.

Cafera in connection with a change in control exceed the parachute payment limits imposed under Code Section 280G, such amounts are subject to reduction if a reduction would result in a better net benefit to the executive than if he were to incur an excise tax on his parachute payments.

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.

Under our LTIP Plans, 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.

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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

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.

All outstanding stock options issued to our executive officers under our Equity Incentive Plans were issued pursuant to awards providing that they vest ratably over a four year period on each anniversary of the grant date, and all such outstanding stock options are currently vested in full.

Pursuant to the applicable award agreements, except where termination is for “cause” (as defined in the Equity Incentive Plan) or in the case of Mr.

Arnold or Mr.

Cafera the termination is due to the executive officer’s decision not to renew his employment agreement, these outstanding vested stock options will continue under their current terms even following the executive officer’s termination of employment and service with the Company and its subsidiaries, provided that they will be cancelled if not exercised within 3 months following such termination, or in the case of death or disability within 12 months following such termination, or if earlier the original expiration of their term.

However, in the first calendar year in which the executive officer is no longer employed with the Company due to a termination of his or her employment and service with the Company and its subsidiaries without “cause” or for “good reason” (as each such term is defined in the applicable employment agreement or the applicable award agreement), the executive officer may elect to cancel each such option that remains outstanding but unexercised in return for an immediate payment equal to the difference between the aggregate fair market value of a share and the aggregate exercise price.

If the executive officer fails to timely make an election to cancel his or her outstanding shares, the options will continue to remain outstanding and exercisable for a period of 18-months following the termination, or if earlier, the original option term.

In the event of a change in control, unless each of the executive officers’ outstanding stock option awards are assumed, continued or a similar award is substituted by the surviving or acquiring entity, our Board may choose to either cancel the award in exchange for a payment to the executive officer of its value or allow the executive officer a limited period of time to exercise the option and any unexercised options will terminate.

The 2022 LTIP award agreements PSUs issued to executive officers under our 2021 Equity Incentive Plan vest on the third anniversary of the grant date, subject to the achievement of the Bank Performance Measures.

Arnold’s and Mr.

Cafera’s employment agreements, if the executive officer is terminated without “cause” or the executive officer terminates his employment for “good reason” (as each such term is defined in the applicable employment agreement), except where such termination is triggered by the executive officer’s decision not to renew his employment agreement, any unvested portion of these PSUs will immediately vest as of the date of such termination.

Amendments were made to Mr.

Arnold’s and Mr.

Cafera’s employment agreements in March 2023 to clarify that vesting of performance-based equity awards (such as these PSUs) made under the LTIPs (or any successor plan) will be based on the level of achievement of any Bank Performance Measures (as defined in the LTIPs) as of the date of such termination, as determined by our Compensation Committee and subject to adjustments (e.g., accounting for transaction expenses) to such Bank Performance Measures as the Compensation Committee (or its delegate) determines are necessary to carry out their original intent and in a manner that does not materially adversely affect the executive.

If, however, the Compensation Committee determines that achievement of the applicable Bank Performance Measures for the full performance period cannot be objectively measured as of such termination, vesting will occur at the greater of 100% of target level and the level achieved based on actual performance determined through the last practicable date prior to such termination.

The foregoing full vesting supersedes the standard provisions in our form PSU awards, which provided that if the participant terminates without “cause” (as defined in the LTIP) within 12 months following a change in control and is otherwise determined to be “in good standing”, unless the award was continued or assumed on substantially the same terms by the surviving or acquiring entity, the PSUs

will vest pro rata based on whole one-year periods completed following date of grant and our Compensation Committee’s determination of the level of achievement of the applicable Performance Measures as of the end of the most recent calendar month or quarter, as designated by the Compensation Committee.

Compensation of Directors for Fiscal Year 2022

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For 2022, 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);

• an equity component consisting of stock options with a grant date fair value of approximately $50,000, which we grant in May each year.

• an annual cash retainer of $35,000, payable quarterly;

• an additional annual retainer for the chair and members of the nominating and governance committee of $5,000 and $2,000, respectively;

• an additional annual retainer for the chair and members of the compensation and succession committee of $12,500 and $7,500, respectively;

• an additional annual retainer for the chair and members of the audit committee of $15,000 and $10,000, respectively;

• an annual equity component consisting of an award of restricted stock with a grant date fair value of approximately $35,000, which we grant on the first business day following our annual meeting of stockholders, which such award cliff vests on the first anniversary of the grant date.

We also provide compensation to Ms.

Merdian for their service on the Sunflower Bank board of directors.

Casciato and Mr.

Larkins do not serve on the Sunflower Bank board of directors.

Cunningham, Ms.

Merdian for their service on the Sunflower Bank board of directors and for bank-level committee service.

Casciato, Mr.

Hammond and Mr.

Larkins do not serve on the Sunflower Bank board of directors or any of the bank-level committees.

The following table sets forth, for the fiscal year ended December 31, 2022, certain information regarding the compensation of each non-employee director of the Company.

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Casciato (3) $ 35,000 $ 35,000 $ — $ — $ 70,000

Isabella Cunningham (4) 49,125 55,000 — — 104,125

Elving (5) 74,250 55,000 — — 129,250

Hammond (6) 26,250 35,000 — — 61,250

Larkins 35,000 35,000 — — 70,000

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Casciato is not paid to him directly, but is paid to Lightyear Capital LLC or its affiliated entities.

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.”

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.

Cunningham is also a member for the Sunflower Bank board of directors.

The cash component of her compensation includes $15,000 for service as a director of the Bank during 2022, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the Bank board.

Cunningham does not serve on any of the Bank-level committees.

Cunningham’s compensation was pro-rated from her April 1, 2022 start date.

Elving is also a member of the Sunflower Bank board of directors.

The cash component of her compensation includes $23,000 for service as a director of the Bank during 2022, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the Bank board.

(6) The director compensation for Mr.

Hammond is not paid to him directly but is paid to JLL Partners Fund FCH LP or its affiliated entities.

Levy is also a member of the Sunflower Bank board of directors and the cash component of his compensation includes $20,000 for service as a director of the Bank and on Bank-level committees during 2022, and the stock award component of his compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for his service on the Bank board.

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.

The cash component of her compensation includes $20,000 for service as a director of the Bank and on Bank-level committees during 2022, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the bank board.

Compensation of Directors for Fiscal Year 2023

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• an annual cash retainer of $35,000, payable quarterly;

• 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;

• an additional annual retainer for the chair and members of the audit committee of $20,000 and $10,000, respectively;

• an additional annual retainer for the chair and members of the compensation and succession committee of $15,000 and $7,500, respectively;

• an additional annual retainer for the chair and members of the nominating and governance committee of $3,000 and $1,000, respectively;

• an additional annual retainer for the chair of and members of the nominating and governance committee of $10,000 and $5,000, respectively.

Compensation Committee Interlocks and Insider Participation

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FirstSun has based its calculation of the percentage of beneficial ownership on 24,924,023 shares of its common stock outstanding as of March 15, 2023.

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.

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Acquire (1) Total Percent

Director and Named Executive Officers

Directors and Named Executive Officers

Carter (2) 1,648,200 196,375 1,844,575 7.34 %

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125,267 135,952 261,219 1.04 %

Elving (3) 630 9,622 10,252 *

Levy 100 37,005 37,105 *

Isabella Cunningham 51,625 21,925 73,550 *

Merdian 1,641 43,369 45,010 *

Levy 1,641 40,597 42,238 *

Larkins (3) 980 12,397 13,377 *

Elving 2,171 10,880 13,051 *

Hammond — — — — %

Christopher C.

Casciato (4) — — — — %

Larkins (5) — 7,149 7,149 *

All directors and executive officers as a group (12 persons) 2,064,773 754,954 2,819,727 10.98 %

5% Stockholders

JLL / FCH Holdings I LLC 3,481,961 45,685 3,527,646 14.13 %

Hale Trusts (5) 1,816,100 — 1,816,100 7.29 %

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Dana Hale Nelson Trusts (8) 1,616,200 — 1,616,200 6.48 %

Aquiline SGB Holdings LLC (10) 1,443,066 — 1,443,066 7.87 %

Entities Affiliated with Lightyear Capital LLC (9) 1,441,686 32,489 1,474,175 5.91 %

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 %

Aquiline SGB Holdings LLC (10) 1,443,066 — 1,443,066 5.79 %

• Indicates ownership of less than 1%.

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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.

Casciato serves as the director designee for Lightyear Fund III, LP.

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.

Larkins serves as the director designee for Aquiline SGB Holdings LLC.

Larkins has no voting or investment power over any shares held by Aquiline SGB Holdings LLC and disclaims any beneficial ownership of such shares.

Casciato serves as the director designee for Lightyear Fund III, LP.

Hale has sole voting and dispositive power with respect to the shares held by a family trust for which he serves as trustee.

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(8) 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.

(9) 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.

(10) The address for Aquiline SGB Holdings LLC is 535 Madison Ave, New York, New York 10022.

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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.

Equity Compensation Plan Information

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Total 1,559,231 $ 19.51 2,493,633

(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.

(1) Column (a) consists of shares of our common stock issuable upon the exercise of 1,307,915 stock options issued under our 2017 Equity Incentive Plan and 170,711 under the Pioneer Plans.

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 2,395,966 shares reserved for future issuance under our 2021 Equity Incentive Plan, which was approved by our stockholders on October 29, 2021.

Certain Relationships and Related Transactions, and Director Independence

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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.

Following the Pioneer merger, JLL became a party to the Stockholders’ Agreement and was designated as a Significant Stockholder.

Certain FirstSun stockholders, defined as “Significant Stockholders” under the agreement, have additional rights and obligations under the Stockholders’ Agreement.

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• Aquiline SGB Holdings LLC (“Aquiline”);

• JLL/FCH Holdings I, LLC (“JLL”)

• entities affiliated with Lightyear Capital LLC;

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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.

2 to Stockholder’ Agreement Related to the Pioneer Merger

The Stockholders’ Agreement remained in effect following the closing of the Pioneer merger.

Under the merger agreement, the Stockholders’ Agreement was amended further, 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, became a party to the agreement, and was designated as a Significant Stockholder and has the right to designate one nominee, who is a Class II director, to the FirstSun board of directors.

Other than JLL, no other Pioneer shareholder became 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.

1 to the Stockholders’ Agreement and, as amended by Amendment No.

2 to the Stockholders’ Agreement.

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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.

The Stockholders’ Agreement provides that FirstSun will have a ten-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.

• JLL (whose current nominee is Kevin T.

• Lightyear (whose current nominee is Chris C.

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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.

owned at the closing of the SGB mergers, the other Hale trust group may succeed to the designation right.

Carter) will serve as Chair of the FirstSun board of directors.

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, or with respect to JLL, common stock owned at the time of the closing of the Pioneer Merger, 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, or with respect to JLL, common stock owned at the time of the closing of the Pioneer Merger, 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 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.

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.

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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.

In addition, for the Lightyear, JLL and Aquiline designees, 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.

Each of Lightyear, JLL and Aquiline, 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, JLL, or Aquiline 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.

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.

The Stockholders’ Agreement also provides that the board of directors of Sunflower Bank will be composed of 13 directors.

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

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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.

Right of First Refusal

3 unchanged sentences

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”).

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.

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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.

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, JLL and Aquiline, 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

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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.

The Registration Rights Agreement remained in effect following the merger.

Under the merger agreement, the Registration Rights Agreement was amended, effective as of the closing date of the Pioneer 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 became a party to the Registration Rights Agreement as a result of the merger.

Demand Rights

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Casciato, Ms.

Cunningham, Ms.

Merdian are “independent directors.”

2 unchanged sentences

Carter and Mr.

Arnold do not qualify as independent directors because each is an executive officer of both FirstSun and Sunflower Bank.

Arnold do not qualify as independent directors because of Ms.

Carter’s service as the Executive Chair of FirstSun and Sunflower Bank and because Mr.

Arnold is an executive officer of both FirstSun and Sunflower Bank.

Principal Accounting Fees and Services

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All services provided by Crowe LLP, and all fees related thereto, were approved pursuant to the pre-approval policy.

Exhibits, Financial Statement Schedules

2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, West Suburban Bancshares, Inc.

2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, Pioneer Bancshares, Inc.

and FSCB Merger Subsidiary, Inc.

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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 ^

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.

10.12 FirstSun Capital Bancorp 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.13 Form of FirstSun Capital Bancorp 2021 Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.14 FirstSun Capital Bancorp Long-Term Incentive Plan, effective April 1, 2022 (incorporated by reference to Exhibit 10.14 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.15 Form of FirstSun Capital Bancorp Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.16 Agreement and General Release dated March 24, 2022 between Mollie Hale Carter and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.16 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.17 2023 Amended and Restated Employment Agreement dated as of March 14, 2023 by and among Neal E.

2 unchanged sentences

Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A.

14.1 Code of Ethics

14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K for the Year Ended December 31, 2021).

21.1 Subsidiaries of FirstSun Capital Bancorp.

24 unchanged sentences

FIRSTSUN CAPITAL BANCORP

/s/ Mollie H.

March 16, 2023

Chairman, President and Chief Executive Officer

Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mollie H.

3 unchanged sentences

Signature Title Date

Arnold Chief Executive Officer and President March 16, 2023

Arnold (Principal Executive Officer)

/s/ Robert A.

2 unchanged sentences

(Principal Financial Officer &

/s/ Joel Murray Senior Vice President and Chief Accounting Officer March 25, 2022

Joel Murray (Principal Accounting Officer)

Arnold Director and Chief Executive Officer and President March 25, 2022

Arnold of Sunflower Bank

Principal Accounting Officer)

/s/ Mollie H.

Carter Executive Chair of the Board March 16, 2023

/s/ Christopher C.

1 unchanged sentence

Christopher C.

/s/ Isabella Cunningham Director March 16, 2023

Isabella Cunningham

/s/ Beverly O.

Elving Director March 16, 2023

Hammond Director March 16, 2023

Larkins Director March 16, 2023

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures