1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this annual report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Under the supervision, and with the participation of our management (including our principal executive officer and principal financial officer), we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of December 31, 2024.
+Added: Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
−Removed: There has been no change in our internal control over financial reporting during the year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in the internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
−Removed: The management of FirstSun is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: 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, our principal executive and principal financial officers and affected by our 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:
+Added: The management of FirstSun is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).
+Added: Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and affected by our 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;
5 unchanged sentences
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).
−Removed: Management also conducted an assessment of requirements pertaining to Section 112 of the Federal Deposit Insurance Corporation Improvement Act.
−Removed: 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.
1 unchanged sentence
Other Information
−Removed: Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 1.01 of Form 8-K, “Entry into a Material Definitive Agreements”, and Item 5.02 of Form 8-K, “Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensation Arrangements of Certain Officers” in lieu of filing a Form 8-K.
−Removed: Amendment No.
−Removed: 5 to Stockholders’ Agreement
−Removed: FirstSun is party to a Stockholders’ Agreement with certain of its stockholders dated as of June 19, 2017, as amended.
−Removed: Effective as of March 6, 2024, the Stockholders’ Agreement was amended to revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class (the “Stockholders’ Agreement Amendment”).
−Removed: The foregoing description of the Stockholders’ Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment No.
−Removed: 5 to Stockholders’ Agreement, which is incorporated herein by referenc e as Exhibit 4.10 .
−Removed: See “Item 13.
−Removed: Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended.”
+Added: Appointment of John S.
+Added: Fleshood to the Board of Directors
+Added: On March 5, 2025, the board of directors of the Company appointed John S.
+Added: Fleshood, 62, as a director of the Company, effective immediately.
+Added: Fleshood will serve as a Class III director to serve a term expiring at the Company’s 2026 annual meeting of stockholders until his successor is duly elected or qualified, or until his earlier death, resignation or removal.
+Added: Fleshood has also been appointed to serve on the Risk Committee of the board of directors.
+Added: There are no arrangements or understandings between Mr.
+Added: Fleshood and any other person pursuant to which he was selected as director, and there are no transactions between Mr.
+Added: Fleshood and the Company that would require disclosure under Item 404(a) of Regulation S-K.
+Added: Fleshood will be entitled to the standard compensation provided to the Company’s non-employee directors, on a prorated basis for the current year, as such compensation is described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024, and as updated from time to time.
2025 Special Restricted Stock Grants
−Removed: On March 6, 2024, th e Compensation and Succession Committee (the “Committee”) of the board of directors of FirstSun, with approval by the board of directors, granted special restricted stock awards (the “Awards”) to certain officers of FirstSun for (i) retention purposes and (ii) to incentivize them in their efforts to work towards both a timely and efficient consummation of our merger with HomeStreet, Inc.
−Removed: and a successful post-closing integration of the two companies.
−Removed: The Awards will be subject to and conditioned upon closing of the merger with HomeStreet, Inc., provided that if the closing of the merger does not occur, the Awards will be cancelled and void ab initio .
−Removed: These actions, to the extent they impacted the compensation of our named executive officers, are described in greater detail below.
−Removed: The committee granted the following awards to the following named executive officers:
−Removed: • 114,286 shares of restricted stock to Neal E.
−Removed: Arnold, Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun, with a grant date fair valu e of approximately $4.0 million;
−Removed: • 57,143 s hares of restricted stock to Robert A.
−Removed: Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, with a grant date fair valu e of approximately $2.0 million.
−Removed: The Awards will vest one-third per year over a three-year period, provided that the officer continues to provide services to the Company on the applicable vesting date, with accelerated vesting upon death, disability, or termination by the Company without “Cause” or by the officer with “Good Reason” (each as defined in the award agreement).
−Removed: If, prior to the vesting of the Award shares, there is a change of control (as that term is defined in the 2021 Equity Incentive Plan) with respect to FirstSun, all Award shares will become vested upon the earlier of (i) the vesting of the Award shares in accordance with vesting provisions described above;
−Removed: (ii) the one-year anniversary of such change of control;
−Removed: or (iii) the date of termination of the executive officer’s continuous service with the Company without “Cause” or for “Good Reason” (as defined in the award agreement), in each case, during the one-year period following such change of control, provided that, in all cases such change of control has been consummated.
−Removed: If the conditions set forth in (i)-(iii) above occur prior to the closing of the merger with HomeStreet, such conditions will be automatically extended through the date of the merger with HomeStreet if the merger with HomeStreet closes.
−Removed: The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Agreement, which is incorporated herein b y reference as Exhibit 10.20 .
−Removed: Trading Plans
−Removed: During the three months ended December 31, 2023, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: On March 5, 2025, the board of directors of the Company, upon recommendation by the Compensation and Succession Committee (the “Committee”) of the board of directors of the Company, approved a new form of award agreement that will be utilized to evidence time-based restricted stock unit awards (“Time-Based RSU Awards”) that will be made as part of annual grants to the executive officers of FirstSun under the FirstSun Capital Bancorp Long-Term Incentive Plan, effective April 1, 2022 (the “LTIP”).
+Added: The form of Time-Based RSU Awards provides that the grant is made pursuant to the FirstSun Capital Bancorp 2021 Equity Incentive Plan and provides for vesting over a number of specified years, conditioned upon the officer continuing to provide services to, and remaining in good standing with, the Company through the applicable vesting date.
+Added: Vesting accelerates upon the officer’s “retirement,” death, termination due to “disability,” or involuntary termination without “cause,” as each such term is defined in the LTIP.
+Added: If, prior to the vesting of the Time-Based RSU Awards, there is a change in control (as that term is defined in the LTIP) with respect to FirstSun, the Time-Based RSU Awards will become vested upon the consummation of the change in control, unless the award is continued by FirstSun or the purchaser in which case vesting accelerates only upon the involuntary termination of the officer’s employment with the Company and the Bank without “cause” (as defined in the LTIP) during the one-year period following such change of control.
+Added: Upon vesting of Time-Based RSU Awards, the Company will deliver FirstSun shares after withholding a portion thereof as necessary to cover any tax withholding obligations.
+Added: The foregoing description of the Time-Based RSU Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Time-Based Restricted Stock Unit (RSU) Notice of Award and Award Agreement, which is incorporated herein by reference as Exhibit 10.21 .
+Added: Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements:
+Added: During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The FirstSun board of directors is divided into three classes approximately equal in number, serving staggered three-year terms.
−Removed: As a result, the terms of approximately one-third of FirstSun’s board members expire at each annual meeting.
−Removed: 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 2026 annual meeting.
−Removed: All of our directors except one currently serve on the board of directors pursuant to the board nomination rights provisions of the stockholders’ agreement, as amended, between us and certain of our stockholders (the “Stockholders’ Agreement”).
−Removed: For the names of each party with board nomination rights under the Stockholders’ Agreement, and their related board designees, see “Item 13.
−Removed: Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement—Corporate Governance Provisions—Board Composition.” In addition, the Stockholders’ Agreement has been amended to:
−Removed: (i) permit the termination of the Stockholders’ Agreement when FirstSun provides additional liquidity for its stockholders by listing FirstSun’s shares of common stock on a national securities exchange;
−Removed: (ii) provide that the Stockholders’ Agreement will terminate automatically and without further action by any party thereto upon the consummation of the proposed merger with HomeStreet, Inc;
−Removed: and (iii) revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class .
−Removed: Following the consummation of the proposed merger with HomeStreet, Inc., which triggers an automatic termination of the Stockholders’ Agreement, generally, a majority of the entire board of directors shall nominate each director;
−Removed: provided, that, effective upon closing of the proposed merger with HomeStreet, Inc.
−Removed: and the termination of the Stockholders’ Agreement, FirstSun has entered into board representative letter agreements with the five following FirstSun stockholders such that the stockholders will retain the right to nominate a director to the combined company board of directors, in each case, so long as certain stock ownership thresholds are maintained:
−Removed: entities affiliated with Lightyear Fund III LP;
−Removed: Twin Meadow VHC Trust dated May 25, 2011 (associated with Mollie Hale Carter);
−Removed: Aquiline SGB Holdings LLC (“Aquiline”);
−Removed: JLL/FCH Holdings I, LLC (“JLL”);
−Removed: and Karen Hale Young Family Irrevocable Trust (associated with Karen Hale Young).
−Removed: See “Item 13.
−Removed: Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended.
−Removed: Name Age Served as Director Since
−Removed: Class I (term expires 2024)
−Removed: Arnold 64 2017
−Removed: Carter 61 2017
−Removed: Elving 70 2021
−Removed: Isabella Cunningham 81 2022
−Removed: Class II (term expires 2025)
−Removed: Merdian 64 2017
−Removed: Hammond 43 2022
−Removed: Class III (term expires 2023)
−Removed: Christopher C.
−Removed: Casciato 65 2017
−Removed: Larkins 63 2019
−Removed: Biographical Information for Directors
−Removed: Arnold is the current President and Chief Executive Officer of FirstSun and Sunflower Bank and also serves as the Chief Operating Officer of FirstSun.
−Removed: He was appointed as President and Chief Executive Officer of FirstSun on April 1, 2022, and has held the positions of President and Chief Executive Officer of Sunflower Bank and Chief Operating Officer of FirstSun since 2018.
−Removed: 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.
−Removed: Before that, he served as Treasurer of Fifth Third Bancorp and Fifth Third Bank, and as Senior Vice President of Fifth Third Bank.
−Removed: Prior to joining Fifth Third, he served as Chief Financial Officer and Chief Operating Officer of Midwestern Community Bank from 1980 to 1989.
−Removed: 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.
−Removed: Arnold has over 30 years of experience completing numerous regulatory compliance consulting engagements for bank boards.
−Removed: Carter is the current Executive Chair of FirstSun and the Bank, a position she has held since April 1, 2022.
−Removed: Prior to being named Executive Chair, she served as Chair of both Company and Bank boards since 1996.
−Removed: Carter served as President and Chief Executive Officer of FirstSun from 2005 until April 1, 2022, and served as President and Chief Executive Officer of Sunflower Bank from 2005 until 2018.
−Removed: She served as a director of Evergy, Inc.
−Removed: and its predecessor, Westar Energy, a publicly-traded company, from 2003 to 2022, including as Chair of the Compensation Committee.
−Removed: She previously served as a director of Archer-Daniels-Midland Company, a publicly-traded company, from 1996 to 2017.
−Removed: Carter is also a Director of Lockton Companies and serves on its Nominating and Governance Committee and the Audit Committee.
−Removed: Carter’s nonprofit service includes the NPR Foundation Board of Trustees since 2020, and the Rocky Mountain Public Media Board of Directors since 2023.
−Removed: 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.
−Removed: Carter also has extensive experience with corporate governance, compensation matters, and with complicated financial regulatory and banking compliance environments.
−Removed: Christopher C.
−Removed: Casciato is a Managing Director of Lightyear Capital LLC, a position he has held since 2008.
−Removed: Before that, he spent over 20 years at Goldman, Sachs & Co., where he was elected partner in 2000.
−Removed: His career at Goldman, Sachs & Co.
−Removed: included a number of senior management positions in the firm’s investment banking division, including partner in the Financial Institutions Group, as well as partner and Chief Operating Officer of Goldman Sachs’ worldwide investment banking business.
−Removed: Casciato's qualifications to serve as a director include his substantial investment banker leadership and experienced financial acumen with a globally recognized investment firm.
−Removed: 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.
−Removed: Isabella Cunningham joined the Company’s board as a result of the merger with Pioneer effective April 1, 2022.
−Removed: Cunningham served as a director of Pioneer and Pioneer Bank from 2013 until April 2022.
−Removed: She served as a Director of Viad Corp.
−Removed: and as a member of its Corporate Governance and Nominating Committee and its Human Resources Committee from 2006 until 2019.
−Removed: Cunningham holds the Stan Richards Chair in Advertising and Public Relations at the University of Texas at Austin.
−Removed: 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.
−Removed: Cunningham still serves on a number of academic committees and is a member of the School Budget Council.
−Removed: 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.
−Removed: 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.
−Removed: Edward’s Board of Trustees, the National Museum of Natural History (Smithsonian) and the Susan G.
−Removed: Komen Breast Cancer Foundation.
−Removed: Cunningham is a nationally recognized expert in advertising and intellectual property.
−Removed: 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.
−Removed: Elving is the former Director of Corporate Accounting, Vice President & Controller, and Sr.
−Removed: Vice President of Finance at Applebee’s International from 1998 to 2012.
−Removed: She served as the Chief Financial Officer of Integrated Medical Resources from 1996 to 1998, and additionally, Ms.
−Removed: Elving served as Vice President Finance & Accounting for the FDIC/Resolution Trust Corporation from 1990 to 1996.
−Removed: Between 1981 and 1996 Ms.
−Removed: Elving gained senior accounting, auditor, and Certified Public Accountant experience at Jackson County, Missouri, and Arthur Anderson & Co.
−Removed: Elving’s experience includes her service as a director of several non-profit boards including St.
−Removed: Luke’s Health System-Bishop Spencer Place since 2019 and as board president since 2022, as well as Heart of America Shakespeare Festival as a director since 2019 and as board co-president from 2021 to 2023.
−Removed: 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.
−Removed: Hammond joined FirstSun’s board as a result of the merger with Pioneer effective April 1, 2022.
−Removed: Hammond served as a director of Pioneer from 2016 until April 2022.
−Removed: He is a Managing Director at JLL Partners, which he joined in 2004, where he focuses on new private equity investments and managing the firm’s portfolio of companies.
−Removed: He serves on JLL Partners’ management and investment committees.
−Removed: Prior to JLL, he worked at Greenhill & Co., where he worked in merger advisory and private equity.
−Removed: Hammond previously served as a director of FC Holdings, Inc.
−Removed: and First Community Bank, N.A.
−Removed: 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.
−Removed: Larkins is a Senior Advisor with Aquiline Capital Partners, a position he has held since 2018.
−Removed: He also serves as a board member of Amur Equipment Finance, since 2019.
−Removed: He previously served as board chair of LERETA, LLC, and as an advisor to Tarsadia Investments, both from 2019 to 2021.
−Removed: Larkins served as President and director of SquareTwo Financial Corporation, positions he held from 2009 to 2016.
−Removed: SquareTwo Financial Corporation filed for bankruptcy under Chapter 11 in March 2017.
−Removed: From 1998 to 2009, he served as the Chief Executive Officer and President of Key National Finance in Superior, Colorado.
−Removed: His experience includes service as a Senior Executive Vice President of Key Bank USA and KeyCorp Leasing Ltd., and regional and national roles with USL Capital and IBM.
−Removed: Larkins' qualifications to serve as a director include his extensive external board and leadership experience with bank, specialty finance (leasing, marine, recreational vehicles, education, home equity, and auto dealer finance), as well as private equity institutions.
−Removed: Levy is a Managing Director at Pickwick Capital Partners, a position he has held since 2012.
−Removed: He serves as a director of Old Dominion National Bank since 2013, and as a director of the holding company ODNB Financial Corp since 2022.
−Removed: He has served as Vice Chairman of Investment Banking and Co-Head of the Financial Institutions Group at Cowen & Company from 2009 to 2010 and served as Senior Managing Director at Bear Stearns from 2005 to 2008.
−Removed: Levy spent over 23 years at Citigroup Global Markets as a Managing Director and Head of the Bank and Financial Services Group, and Salomon Brothers Inc.
−Removed: as a Managing Director and Co-Head of the Financial Institutions Department.
−Removed: Levy's qualifications to serve as a director include his leadership experience, managing director positions with globally recognized investment banking firms, and prior service as a member of the Audit and Compensation Committees of another financial institution.
−Removed: Merdian is the former Chief Financial Officer of Redwood Trust, Inc, a position she held from 2010 to 2012, having previously served on Redwood’s board of directors from 2008 to 2009.
−Removed: From 1984 to 2008, Ms.
−Removed: Merdian was an equity analyst covering financial companies, working at Investment Banking firms and Institutional Investment firms.
−Removed: She primarily analyzed banks, focusing on valuation, strategy, and economics vs.
−Removed: As a Senior Vice President and Managing Director at Keefe, Bruyette & Woods from 2003 to 2008, Ms.
−Removed: Merdian led Bank Strategy and was head of Large-cap banks.
−Removed: She led the bank research effort at Morgan Stanley from 2000 through 2001 and led the bank research team at Montgomery Securities from 1995 to 2000.
−Removed: Merdian has also held equity analyst positions at Salomon Brothers, Kemper, Wellington Management, and Salomon Smith Barney.
−Removed: She began her financial career as an Economic Research Associate at the Federal Reserve Bank of Kansas City, focused on monetary policy.
−Removed: 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.
−Removed: Her strengths include her insight into strategy, valuation, management, and economics vs.
−Removed: accounting, with additional experience in Audit and Compensation matters.
−Removed: Biographical Information for Executive Officers
−Removed: Our executive officers are:
−Removed: Name Age Position
−Removed: Carter 61 Executive Chair of the FirstSun and Sunflower Bank Boards
−Removed: Arnold 64 Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun
−Removed: 54 Executive Vice President and
−Removed: Chief Financial Officer of FirstSun and Sunflower Bank
−Removed: Frazier 53 Executive Vice President and Chief Administrative Officer of FirstSun and Sunflower Bank
−Removed: Norris 50 Chief Credit Officer of Sunflower Bank
−Removed: Because each of Ms.
−Removed: Carter and Mr.
−Removed: Arnold also serves on our board of directors, we have provided biographical information for them above.
−Removed: Biographical information for each of Mr.
−Removed: Frazier and Ms.
−Removed: Norris is provided below:
−Removed: currently serves as Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, positions he has held since 2012.
−Removed: Prior to joining FirstSun and Sunflower Bank, he served in different roles at Fifth Third Bank, including as Senior Vice President and Chief Financial Officer of the Commercial Bank, and before that as its Assistant Controller.
−Removed: Before joining Fifth Third Bank, he was a Senior Manager with Arthur Andersen for about ten years.
−Removed: Frazier currently serves as Executive Vice President, Chief Administrative Officer of FirstSun and Sunflower Bank, positions she has held since 2013.
−Removed: Before that, from 2010 to 2013, Ms.
−Removed: Frazier served as the Deputy Director of Human Resources for the Department of Developmental Disabilities for the State of Ohio.
−Removed: Before that, she spent eight years as the Director of Labor Relations for the same governmental agency.
−Removed: Norris currently serves as the Executive Vice President and Chief Credit Officer of Sunflower Bank, a position she has held since 2020.
−Removed: Before that, from 1997 to 2019, Ms.
−Removed: Norris held various roles at Wells Fargo Bank, most recently serving as Loan Team Manager for the Credit Resolution Group, Senior Vice President, a position she held for ten years.
−Removed: Before joining Wells Fargo, Ms.
−Removed: Norris was Vice President, Credit Products Manager at Specialized Industries Risk Management from 2001 to 2004.
−Removed: Family Relationships
−Removed: There are no family relationships between any of our directors and executive officers.
+Added: Information Regarding Directors and Executive Officers.
+Added: The information regarding our directors and director nominees as well as our executive officers is contained, respectively, under the captions “Election of Directors” and “Biographical Information for Executive Officers” in the 2025 Proxy Statement and are incorporated herein by reference.
+Added: Compliance with Section 16(a) of the Exchange Act.
+Added: Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act, will be contained under the caption “Delinquent Section 16(a) Reports”, if applicable, in the 2025 Proxy Statement, which information under such caption is incorporated herein by reference.
Code of Ethics.
−Removed: We expect all of our employees to conduct themselves honestly and ethically.
−Removed: Our board of directors has adopted a Code of Ethics that applies to all employees of FirstSun and Sunflower Bank, including officers and directors.
−Removed: The Code of Ethics is intended to provide guidance to assure compliance with law and promote ethical behavior.
−Removed: The Code of Ethics is available on our website, http://ir.firstsuncb.com, in the “Corporate Governance” section.
−Removed: We intend to disclose future amendments to, or waivers of, our Code of Ethics, as and to the extent required by SEC regulations, on our website http://ir.firstsuncb.com.
−Removed: Audit Committee
−Removed: Our board of directors has designated a standing Audit Committee which is currently composed of Ms.
−Removed: Elving (Chair), Mr.
−Removed: The board has determined that Ms.
−Removed: Elving is an “audit committee financial expert” for purposes of the rules and regulations of the SEC.
−Removed: The board has determined that each member of the committee is “independent” under SEC Rule 10A-3 and under The NASDAQ Capital Market listing standards.
+Added: The Company has adopted a Code of Ethics (the “Code”) that applies to its senior financial officers.
+Added: This Code is posted on the “Corporate Governance” section of our Internet website at http://ir.firstsuncb.com .
+Added: We intend to provide any required disclosure of any amendment to or waiver from such Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our Internet website located at http://ir.firstsuncb.com promptly following the amendment or waiver.
+Added: The information contained on or connected to our Internet website is not incorporated by reference into this Report and should not be considered part of this or any other report that we file with or furnish to the SEC.
+Added: Procedures for Shareholders to Recommend Director Nominees.
+Added: There have been no material changes to the procedures by which security holders may recommend nominees to our Board.
+Added: Audit Committee Information.
+Added: Information required by this Item 10 regarding our Audit Committee and our audit committee financial experts may be found under the caption “Committees of the Board of Directors — Audit Committee” in the 2025 Proxy Statement, which information pertaining to the audit committee and its membership and audit committee financial experts under such captions is incorporated herein by reference.
+Added: Insider trading arrangements and policies.
+Added: We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Global Select Market listing standards.
+Added: Our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation
−Removed: We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
−Removed: These include, but are not limited to reduced disclosure obligations regarding executive compensation, including the requirement to include a specific form of Compensation Discussion and Analysis.
−Removed: We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
−Removed: Compensation of Executive Officers
−Removed: 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, 2023 were:
−Removed: Carter, Executive Chair;
−Removed: Arnold, Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun;
−Removed: Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank.
−Removed: Summary Compensation Table
−Removed: The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers for all services rendered in all capacities to us and our subsidiaries for the fiscal years ended December 31, 2023, 2022 and 2021.
−Removed: Principal Position Year Salary Bonus (1) Stock
−Removed: Awards (2) Non-Equity
−Removed: Compensation Nonqualified
−Removed: Earnings (3) All other Compensation
−Removed: Carter 2023 $ 500,000 $ — $ — $ — $ — $ 24,361 $ 524,361
−Removed: Executive Chair 2022 642,308 — — — — 3,021,652 3,663,960
−Removed: 2021 1,000,000 — — — — 19,864 1,019,864
−Removed: Arnold 2023 800,000 761,600 — 1,128,961 — 20,400 2,710,961
−Removed: Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun 2022 856,923 1,000,000 — — — 18,900 1,875,823
−Removed: 2021 1,000,000 1,000,000 949,973 — — 18,000 2,967,973
−Removed: 2023 425,000 392,224 — 451,584 — 20,400 1,289,208
−Removed: Executive Vice President and Chief Financial Officer 2022 412,577 400,000 — — — 18,900 831,477
−Removed: 2021 399,999 400,000 199,968 — — 18,000 1,017,967
−Removed: (1) See discussion under “Narrative to Summary Compensation Table—Annual Bonus Payment” below.
−Removed: (2) See discussion under “Narrative to Summary Compensation Table—2021 Equity Awards” below.
−Removed: The amounts in the Stock Awards column are the aggregate grant date fair values computed in accordance with FASB ASC Topic 718.
−Removed: For a discussion of the valuation assumptions, see Note 16 - Stockholders' Equity to our 2023 consolidated financial statements included in this annual report.
−Removed: (3) There were not above-market or preferential earnings on our nonqualified deferred compensation plan.
−Removed: (4) For 2023, the amounts set forth in this column include the following:
−Removed: 401(k) match $ 19,800 $ 19,800 $ 19,800
−Removed: Use of company car 2,961 — —
−Removed: Customer referral 1,000 — —
−Removed: Cell phone 600 600 600
−Removed: Total $ 24,361 $ 20,400 $ 20,400
−Removed: Narrative to Summary Compensation Table
−Removed: Employment Agreements with Named Executive Officers
−Removed: In 2023, we had an agreement and general release in place with Ms.
−Removed: Carter and employment agreements with each of Mr.
−Removed: Arnold and Mr.
−Removed: We have included below descriptions of these agreements for each of these officers.
−Removed: Agreement and General Release with Ms.
−Removed: In connection with the management realignment as a result of the merger with Pioneer, and Ms.
−Removed: Carter’s transition to her current role as Executive Chairman, FirstSun entered into an Agreement and General Release with Ms.
−Removed: Carter dated March 24, 2022 pursuant to which she serves as Executive Chairman of the board of FirstSun and Sunflower Bank.
−Removed: Under the Agreement and General Release Ms.
−Removed: Carter is entitled to a base salary of $500,000 and she is eligible to participate in our various employee benefit and incentive programs.
−Removed: Additionally, under the Agreement and General Release, Ms.
−Removed: 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.
−Removed: The Agreement and General Release extends certain obligations in Ms.
−Removed: 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.
−Removed: 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 .
−Removed: Employment Agreement with Neal E.
−Removed: Arnold in Effect for 2023
−Removed: FirstSun entered into an employment agreement with Mr.
−Removed: 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.
−Removed: Arnold serves as President and Chief Executive Officer of FirstSun and the Bank, and Chief Operating Officer of FirstSun.
−Removed: 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.
−Removed: Under the employment agreement, Mr.
−Removed: Arnold is entitled to an annual base salary of $800,000.
−Removed: His base salary for 2023 was $800,000.
−Removed: His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board, without Mr.
−Removed: Arnold’s written consent.
−Removed: 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.
−Removed: 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.
−Removed: We also provide reimbursements to Mr.
−Removed: 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.
−Removed: Arnold’s employment agreement requires that he keep information about FirstSun and the Bank confidential.
−Removed: 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;
−Removed: (b) soliciting any business relation to purchase or sell any competing products or services;
−Removed: (c) soliciting for employment any person employed by FirstSun or the Bank within the 12 months preceding any employment, engagement or solicitation by him;
−Removed: or (d) urging any person or entity to reduce its business with FirstSun or the Bank.
−Removed: Under the first amendment to Mr.
−Removed: Arnold’s amended and restated employment agreement, any unvested portion of Mr.
−Removed: Arnold’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 certain qualifying terminations of Mr.
−Removed: Arnold’s employment.
−Removed: Additionally, 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 FirstSun’s compensation committee (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;
−Removed: 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.
−Removed: The first amendment to Mr.
−Removed: Arnold’s amended and restated employment agreement also served as an amendment to the outstanding LTIP award agreements for Mr.
−Removed: Arnold 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 employment agreement.
−Removed: For a description of the awards made to Mr.
−Removed: Arnold 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.”
−Removed: In addition, under his amended and restated employment agreement, we may terminate Mr.
−Removed: Arnold’s employment with or without cause, and Mr.
−Removed: Arnold may terminate his employment with or without good reason.
−Removed: 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.
−Removed: The foregoing description of the amended and restated employment agreement, as amended does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, as amended which is incorporated herein by reference as Exhibit 10.2 and Exhibit 10.3 .
−Removed: Employment Agreement with Robert A.
−Removed: in Effect for 2023
−Removed: FirstSun and Sunflower Bank entered into an employment agreement with Mr.
−Removed: Cafera, originally effective June 19, 2017, as amended on February 21, 2019, March 24, 2022, and further amended March 14, 2023, pursuant to which he serves as Chief Financial Officer of FirstSun and Sunflower Bank.
−Removed: 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.
−Removed: Under the employment agreement, Mr.
−Removed: Cafera is entitled to an annual base salary of $300,000.
−Removed: His base salary for 2023 was $425,000.
−Removed: His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board, without Mr.
−Removed: Cafera’s written consent.
−Removed: For 2023, Mr.
−Removed: 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.
−Removed: 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.
−Removed: We also provide reimbursements to Mr.
−Removed: 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.
−Removed: Cafera’s employment agreement requires that he keep information about FirstSun and the Bank confidential.
−Removed: 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;
−Removed: (b) soliciting any business relation to purchase or sell any competing products or services;
−Removed: (c) soliciting for employment any person employed by FirstSun or the Bank within the 12 months preceding any employment, engagement or solicitation by him;
−Removed: or (d) urging any person or entity to reduce its business with FirstSun or the Bank.
−Removed: Under the third amendment to Mr.
−Removed: Cafera’s amended and restated employment agreement, any unvested portion of Mr.
−Removed: Cafera’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 certain qualifying terminations of Mr.
−Removed: Cafera’s employment.
−Removed: Additionally, 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 FirstSun’s compensation committee (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;
−Removed: 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.
−Removed: The third amendment to Mr.
−Removed: Cafera’s amended and restated employment agreement also served as an amendment to the outstanding LTIP award agreements for Mr.
−Removed: Cafera 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 employment agreement.
−Removed: For a description of the awards made to Mr.
−Removed: 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.”
−Removed: Under the employment agreement, we may terminate Mr.
−Removed: Cafera’s employment with or without cause, and Mr.
−Removed: Cafera may terminate his employment with or without good reason.
−Removed: 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 and restated employment agreement, as amended does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, as amended, which is incorporated herein by reference as Exhibit 10.5 and Exhibit 10.17 .
−Removed: Annual Bonus Payments
−Removed: Annual bonus compensation is an integral component of our total compensation program that links executive decision-making and performance with our annual strategic objectives.
−Removed: Arnold and Mr.
−Removed: Cafera participated in our annual bonus program in 2023.
−Removed: In 2023, 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:
−Removed: • Noninterest Income – Measured as core noninterest income, which excluded OREO and securities gains and losses;
−Removed: • Net Income – Measurement considers any impact to loan loss provision in event loan growth is short of our annual strategic objectives;
−Removed: • Total Deposits – Measured upon average total deposits to budget;
−Removed: • Return on Assets– Measured as the percentage of net income to average outstanding assets;
−Removed: • Return on Tangible Equity – Measured as the percentage of net income to average outstanding tangible equity.
−Removed: 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 compensation committee, as it relates to the chief executive officer, and by our chief executive officer, as it relates to our other executive officers:
−Removed: • upholding our company culture (15%);
−Removed: • success in talent management (35%);
−Removed: • achievement of individual goals (50%).
−Removed: 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.
−Removed: In 2023, based on the board’s assessment of the Company’s performance and their individual performance, each of Mr.
−Removed: Arnold and Mr.
−Removed: Cafera received an annual bonus equal to approximately 95% of their respective base salary.
−Removed: Long-Term Incentive Plans
−Removed: 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.
−Removed: For 2023, 2022 and 2021, Mr.
−Removed: Arnold and Mr.
−Removed: Cafera participated in our long-term incentive plans as described below.
−Removed: 2023 Long-Term Incentive Plan
−Removed: Our 2023 Long-Term Incentive Plan, which we refer to as the “2023 LTIP,” was adopted by the FirstSun board of directors effective April 1, 2023, and is intended to serve as an ongoing plan for future years.
−Removed: The 2023 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.
−Removed: For 2023, the compensation committee granted Mr.
−Removed: Cafera two 2023 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”).
−Removed: For 2023, the compensation committee granted Mr.
−Removed: Arnold a single 2023 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.
−Removed: For the 2023 PSU awards, the Realized Value is based on the following formula:
−Removed: for threshold performance, Realized Value will be 50% of the “Target Units” (listed in the table below as “Threshold Units”);
−Removed: for target performance, the Realized Value will be 100% of Target Units;
−Removed: and for stretch performance, the Realized Value will be 150% of Target Units (listed in the table below as “Stretch Units”).
−Removed: For 2023 cash awards, the Realized Value is based on the following formula:
−Removed: for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table
−Removed: below as “Threshold Value”);
−Removed: for target performance, the Realized Value will be 100% of the Target Value;
−Removed: and for stretch performance, the Realized Value will be 150% of the Target Value (listed as “Stretch Value” in the table below).
−Removed: For 2023, the Threshold Units, Target Units and Stretch Units of Mr.
−Removed: Arnold and Mr.
−Removed: Cafera’s Unit-based 2023 LTIP awards were as follows:
−Removed: Name Threshold
−Removed: Units Stretch
−Removed: Arnold 25,000 50,000 75,000
−Removed: 4,286 8,571 12,857
−Removed: For 2023, the Threshold Value, Target Value, and Stretch Value of Mr.
−Removed: Cafera’s 2023 cash award were as follows:
−Removed: Name Threshold
−Removed: Value Stretch
−Removed: $ 80,000 $ 160,000 $ 240,000
−Removed: Because the 2023 LTIP awards have a three year Performance Period, no amounts were earned in 2023, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2023.
−Removed: The Realized Value of each executive’s 2023 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.
−Removed: The 2023 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 2023 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.
−Removed: The Bank Performance Measures designated by the board in 2023 are included in the table below.
−Removed: 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 2023 LTIP award.
−Removed: 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;
−Removed: however, the executive officer will earn an award for the other metric if the threshold performance level is achieved.
−Removed: 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.
−Removed: Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.
−Removed: Performance Metric Weighting Explanation
−Removed: 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.
−Removed: 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.
−Removed: Intangible assets does not include mortgage servicing rights.
−Removed: Any impact to total stockholders’ equity from cash dividends to stockholders is also excluded.
−Removed: 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.
−Removed: 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.
−Removed: 2022 Long-Term Incentive Plan
−Removed: 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.
−Removed: 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
−Removed: For 2022, the compensation committee granted Mr.
−Removed: 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”).
−Removed: For 2022, the compensation committee granted Mr.
−Removed: 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.
−Removed: For the 2022 PSU awards, the Realized Value is based on the following formula:
−Removed: for threshold performance, Realized Value will be 50% of the “Target Units” (listed in the table below as “Threshold Units”);
−Removed: for target performance, the Realized Value will be 100% of Target Units;
−Removed: and for stretch performance, the Realized Value will be 150% of Target Units (listed in the table below as “Stretch Units”).
−Removed: For 2022 cash awards, the Realized Value is based on the following formula:
−Removed: for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table below as “Threshold Value”);
−Removed: for target performance, the Realized Value will be 100% of the Target Value;
−Removed: and for stretch performance, the Realized Value will be 150% of the Target Value (listed as “Stretch Value” in the table below).
−Removed: For 2023, the Threshold Units, Target Units and Stretch Units of Mr.
−Removed: Arnold and Mr.
−Removed: Cafera’s Unit-based 2022 LTIP awards were as follows:
−Removed: Name Threshold
−Removed: Units Stretch
−Removed: Arnold 20,896 41,791 62,687
−Removed: 3,582 7,164 10,746
−Removed: For 2022, the Threshold Value, Target Value, and Stretch Value of Mr.
−Removed: Cafera’s 2022 cash award were as follows:
−Removed: Name Threshold
−Removed: Value Stretch
−Removed: $ 80,000 $ 160,000 $ 240,000
−Removed: Because the 2022 LTIP awards have a three year Performance Period, no amounts were earned in 2022 or 2023, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2022 or 2023.
−Removed: 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.
−Removed: 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.
−Removed: The Bank Performance Measures designated by the board in 2022 are included in the table below.
−Removed: 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.
−Removed: 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;
−Removed: however, the executive officer will earn an award for the other metric if the threshold performance level is achieved.
−Removed: 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.
−Removed: Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.
−Removed: 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).
−Removed: Performance Metric Weighting Explanation
−Removed: 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.
−Removed: 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.
−Removed: Intangible assets does not include mortgage servicing rights.
−Removed: Any impact to total stockholders’ equity from cash dividends to stockholders is also excluded.
−Removed: 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.
−Removed: 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.
−Removed: 2021 Long-Term Incentive Plan
−Removed: Our 2021 Long-Term Incentive Plan, which we refer to as the “2021 LTIP,” was adopted by the FirstSun board effective April 1, 2021.
−Removed: 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:
−Removed: (Target Value x Bank Performance Metrics) x (Individual Performance + Team Factor (0.50))
−Removed: 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.
−Removed: The Target Value of Mr.
−Removed: Arnold and Mr.
−Removed: Cafera’s 2021 LTIP awards were as follows:
−Removed: Value Vesting
−Removed: Arnold $ 1,000,000 3 year cliff vest
−Removed: 400,000 3 year cliff vest
−Removed: Because the 2021 LTIP has a three year Performance Period, no amounts were earned in 2021, 2022 or 2023, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2021, 2022 or 2023.
−Removed: 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.
−Removed: 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.
−Removed: The Bank Performance Metrics designated by the board in 2021 are included in the table below.
−Removed: 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.
−Removed: 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;
−Removed: however, the executive officer will earn a payment for the other metric if the threshold performance level is achieved.
−Removed: Payments for achievement of the threshold, target and stretch performance levels are 50%, 100% and 150% of the Target Value, respectively.
−Removed: If performance exceeds the stretch level for any Bank Performance Metric, the executive officer will not earn a further incentive above the stretch incentive for such metric.
−Removed: Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.
−Removed: Performance Metric Weighting Explanation
−Removed: Cumulative Revenue 35% Cumulative net interest income plus adjusted noninterest income over the Performance Period.
−Removed: Fee Income/Revenue 25% Cumulative adjusted noninterest income over the Performance Period divided by Cumulative Revenue.
−Removed: Return on Assets 25% Average of each fiscal year’s net income divided by average assets for the Performance Period.
−Removed: Compound Tangible Book Value Growth 15% Tangible book value (not per share) growth from the beginning of the Performance Period to the end using an annual rate of return calculation.
−Removed: (1) Adjusted noninterest income will exclude extraordinary items, such as gains and losses on securities and other real estate owned.
−Removed: The board has the ability to reduce the Bank Performance Metrics by up to 50% if our credit risk profile deteriorates, as measured against a group of peer institutions.
−Removed: 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.
−Removed: 2020 Long-Term Incentive Plan
−Removed: Our 2020 Long-Term Incentive Plan, which we refer to as the “2020 LTIP,” was adopted by the FirstSun board effective April 1, 2020.
−Removed: 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.
−Removed: All awards under the 2020 LTIP have an assigned future value, which we refer to as the “Target Value.” The Target Value is used to determine the number of LTIP Units awarded to the participant based upon the expected tangible book value of our common stock on the date that the participant becomes 100% vested in his or her award.
−Removed: The final value of the LTIP Units will be based on our tangible book value per share determined on the last day of each plan year.
−Removed: In April 2020, Mr.
−Removed: Arnold and Mr.
−Removed: Cafera were granted LTIP Units with a Target Value of $1.0 million and $400,000 respectively.
−Removed: These awards will have a minimum value on the vesting date of no less than 80% of the Target Value and a maximum value of no more than 120% of the Target Value, as reflected in the following table.
−Removed: Value Maximum
−Removed: Value Vesting
−Removed: Arnold $ 800,000 $ 1,000,000 $ 1,200,000 3 year cliff vest
−Removed: 320,000 400,000 480,000 3 year cliff vest
−Removed: The 2020 LTIP awards granted to Mr.
−Removed: Arnold and Mr.
−Removed: 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.
−Removed: The three-year performance period for the 2020 LTIP ended on March 31, 2023 with achievement paid in the second quarter of 2023.
−Removed: Therefore, amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2023.
−Removed: Deferred Compensation Plan
−Removed: 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.
−Removed: 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.
−Removed: Our Deferred Compensation Plan is administered by an officer of FirstSun or Sunflower Bank selected by the FirstSun board.
−Removed: Participation is limited to a select group of management or highly compensated employees of FirstSun or Sunflower Bank approved by the FirstSun board.
−Removed: The plan is unfunded and participants are unsecured general creditors of FirstSun or Sunflower Bank with respect to amounts deferred.
−Removed: Each participant may elect that his or her account be adjusted for gains and losses as if invested in one or more investment options made available by FirstSun in its discretion.
−Removed: Participants who fail to make an investment election are deemed to have elected to have their account adjusted to reflect the gains and losses of a Vanguard Target Date Retirement Fund with the target date nearest to the date the participant will attain age 65.
−Removed: 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.
−Removed: 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.
−Removed: Amounts deferred within the two years prior to the participant’s termination of employment for any reason are subject to clawback and forfeiture.
−Removed: Outstanding Equity Awards at 2023 Fiscal Year-End
−Removed: The following table provides a summary of stock option awards outstanding and PSUs which may be awarded under the 2022 LTIP and 2023 LTIP plans as of December 31, 2023 for the named executive officers.
−Removed: The vesting provisions applicable to each outstanding option and performance based stock award is described in the footnotes to the following table.
−Removed: 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.
−Removed: Option Awards Stock Awards
−Removed: Number of Securities Underlying
−Removed: Options Exercisable Number of Securities Underlying Options Unexercisable Option Exercise
−Removed: 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:
−Removed: Number of Unearned Shares or Units That Have Not Vested (1) (2) Equity Incentive Plan Awards:
−Removed: Market or Payout Value of Unearned Shares or Units That Have Not Vested
−Removed: Carter 196,375 — $ 19.72 7/20/2027 — $ — — $ —
−Removed: Arnold 187,590 — 20.49 2/14/2028 — — 91,791 3,345,782
−Removed: 135,952 — 19.72 7/20/2027 — — 15,735 573,541
−Removed: (1) Awards of 41,791 (Arnold) and 7,164 (Cafera) vest on the third anniversary of the grant date, April 30, 2025.
−Removed: (2) Awards of 50,000 (Arnold) and 8,571 (Cafera) vest on the third anniversary of the grant date, April 1.
−Removed: Potential Payments Upon Termination or Change in Control
−Removed: Employment Agreements in Effect in 2023
−Removed: Each of our employment agreements with, Mr.
−Removed: Arnold’s and Mr.
−Removed: Cafera’s in effect in 2023 included certain severance payments upon termination of employment, including in certain circumstances following a change in control, as described below.
−Removed: Arnold’s or Mr.
−Removed: 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:
−Removed: • 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;
−Removed: • subject to his execution of a general release:
−Removed: ◦ 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;
−Removed: ◦ full vesting of his account under our Deferred Compensation Plan;
−Removed: ◦ except where termination for Good Reason is triggered by his decision not to renew his employment agreement,
−Removed: ▪ full vesting of any outstanding options or other incentive compensation or equity-based awards, and
−Removed: ▪ 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.
−Removed: The “initial option grant” refers to the option grant of 187,590 options made to Mr.
−Removed: Arnold on January 31, 2018 and the option grant of 135,952 options made to Mr.
−Removed: Cafera on July 20, 2017.
−Removed: 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.
−Removed: Arnold and July 20, 2027 for Mr.
−Removed: Effective March 14, 2023, Mr.
−Removed: Arnold’s and Mr.
−Removed: 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.
−Removed: 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.
−Removed: In addition, under their respective employment agreements, any decision by Mr.
−Removed: Arnold or Mr.
−Removed: 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.
−Removed: If the total amounts due to Mr.
−Removed: Arnold or Mr.
−Removed: 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.
−Removed: Long-Term Incentive Plans
−Removed: 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.
−Removed: 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.
−Removed: In addition, under the 2020 LTIP, if the executive’s award is not continued by FirstSun or Sunflower Bank or assumed by the purchaser, then the executive is entitled to accelerated vesting pro-rata at Target Value upon the consummation of the change in control, provided the executive remains an employee through such date.
−Removed: Equity Incentive Plan
−Removed: 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.
−Removed: 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.
−Removed: Arnold or Mr.
−Removed: 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 FirstSun 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.
−Removed: However, in the first calendar year in which the executive officer is no longer employed with the FirstSun or its subsidiaries due to a termination of his or her employment and service with FirstSun 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.
−Removed: 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.
−Removed: 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.
−Removed: The 2023 LTIP and 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.
−Removed: Arnold’s and Mr.
−Removed: 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
−Removed: 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.
−Removed: Amendments were made to Mr.
−Removed: Arnold’s and Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Compensation of Directors for Fiscal Year 2023
−Removed: We do not pay our “inside” employee-directors any additional compensation for their service as directors.
−Removed: For 2023, we provided the following annual compensation to our non-employee directors for their service as directors:
−Removed: • an annual cash retainer of $35,000, payable quarterly;
−Removed: • an additional annual retainer for the chair and members of the nominating and governance committee of $10,000 and $5,000, respectively;
−Removed: • an additional annual retainer for the chair and members of the compensation and succession committee of $15,000 and $7,500, respectively;
−Removed: • an additional annual retainer for the chair and members of the audit committee of $20,000 and $10,000, respectively;
−Removed: • 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.
−Removed: We also provide compensation to Ms.
−Removed: Cunningham, Ms.
−Removed: Merdian for their service on the Sunflower Bank board of directors and for bank-level committee service.
−Removed: Casciato, Mr.
−Removed: Hammond and Mr.
−Removed: Larkins do not serve on the Sunflower Bank board of directors or any of the bank-level committees.
−Removed: The following table sets forth, for the fiscal year ended December 31, 2023, certain information regarding the compensation of each non-employee director of FirstSun.
−Removed: Principal Position Fees Earned
−Removed: Awards (1) Option
−Removed: Awards (2) All other Compensation Total
−Removed: Christopher C.
−Removed: Casciato (3) $ 35,000 $ 35,000 $ — $ — $ 70,000
−Removed: Isabella Cunningham (4) 67,500 55,000 — — 122,500
−Removed: Elving (5) 78,000 55,000 — — 133,000
−Removed: Hammond (6) 35,000 35,000 — — 70,000
−Removed: Larkins 35,000 35,000 — — 70,000
−Removed: Levy (7) 82,500 55,000 — — 137,500
−Removed: Merdian (8) 85,000 55,000 — — 140,000
−Removed: (1) This amount represents the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718.
−Removed: For a discussion of the valuation assumptions, see Note 16 - Stockholders' Equity to our 2023 consolidated financial statements included in this annual report.
−Removed: (2) This amount represents the grant date fair value of option awards computed in accordance with FASB ASC Topic 718.
−Removed: For a discussion of the valuation assumptions, see Note 16 - Stockholders' Equity to our 2023 consolidated financial statements included in this annual report.
−Removed: The per share exercise price of each option award was equal to the market value of our common stock on the date each option award was granted.
−Removed: (3) The director compensation for Mr.
−Removed: Casciato is not paid to him directly, but is paid to Lightyear Capital LLC or its affiliated entities.
−Removed: Cunningham is also a member for the Sunflower Bank board of directors.
−Removed: The cash component of her compensation includes $20,000 for service as a director of the Bank during 2023, 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.
−Removed: Cunningham does not serve on any of the Bank-level committees.
−Removed: Elving is also a member of the Sunflower Bank board of directors.
−Removed: The cash component of her compensation includes $23,000 for service as a director of the Bank and on Bank-level committees during 2023, 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.
−Removed: (6) The director compensation for Mr.
−Removed: Hammond is not paid to him directly but is paid to JLL Partners Fund FCH LP or its affiliated entities.
−Removed: 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 during 2023, 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.
−Removed: Merdian is also a member of the Sunflower Bank board of directors.
−Removed: The cash component of her compensation includes $20,000 for service as a director of the Bank during 2023, 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.
−Removed: Compensation of Directors for Fiscal Year 2024
−Removed: We have modified our non-employee director compensation arrangements for 2024, which now currently include the following:
−Removed: • an annual cash retainer of $35,000, payable quarterly;
−Removed: • an annual equity component consisting of an award of restricted stock with a grant date fair value of approximately $40,000, 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;
−Removed: • an additional annual retainer for the chair and members of the audit committee of $20,000 and $10,000, respectively;
−Removed: • an additional annual retainer for the chair and members of the compensation and succession committee of $15,000 and $7,500, respectively;
−Removed: • an additional annual retainer for the chair of and members of the nominating and governance committee of $10,000 and $5,000, respectively.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of the members of our compensation committee is or has been an officer or employee of FirstSun or any of our subsidiaries.
−Removed: In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our compensation committee.
+Added: The information required by this Item 11 regarding director and executive officer compensation, is contained under the captions “Compensation of Directors for Fiscal Year 2024” and “Compensation of Executive Officers” in the 2025 Proxy Statement and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
−Removed: The following table sets forth information about the beneficial ownership of FirstSun common stock as of March 6, 2024 :
−Removed: • each person known to FirstSun to be the beneficial owner of more than 5% of its common stock;
−Removed: • each named executive officer of FirstSun;
−Removed: • each director of FirstSun;
−Removed: • all of FirstSun’s executive officers and directors as a group.
−Removed: Unless otherwise noted in the footnotes below, the address of each beneficial owner listed in the table is c/o FirstSun Capital Bancorp, 1400 16 th Street, Suite 250, Denver, Colorado 80202.
−Removed: Except as indicated by the footnotes below, FirstSun believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.
−Removed: FirstSun has based its calculation of the percentage of beneficial ownership on 27,430,682 shares of its common stock outstanding as of March 6, 2024.
−Removed: 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 are exercisable within 60 days of March 6, 2024.
−Removed: FirstSun, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.
−Removed: Owned Right to
−Removed: Acquire (1) Total Percent
−Removed: Directors and Named Executive Officers
−Removed: Carter (2) 2,051,000 196,375 2,247,375 8.13 %
−Removed: Arnold 232,348 187,590 419,938 1.52 %
−Removed: 125,267 135,952 261,219 *
−Removed: Isabella Cunningham 55,751 19,837 75,588 *
−Removed: Merdian 3,679 43,369 47,048 *
−Removed: Levy 3,679 40,597 44,276 *
−Removed: Larkins (3) 2,277 13,385 15,662 *
−Removed: Elving 4,209 10,880 15,089 *
−Removed: Hammond — — — — %
−Removed: Christopher C.
−Removed: Casciato (4) — — — — %
−Removed: All directors and executive officers as a group (12 persons) 2,479,110 770,639 3,249,749 11.52 %
−Removed: 5% Stockholders
−Removed: JLL / FCH Holdings I LLC 3,483,258 45,685 3,528,943 12.84 %
−Removed: Wellington Management (5) 2,461,538 — 2,461,538 8.97 %
−Removed: Hale Trusts (6) 1,816,100 — 1,816,100 6.62 %
−Removed: Karen Hale Young Trusts (7) 1,970,100 — 1,970,100 7.18 %
−Removed: Max Alan Hale Trusts (8) 1,816,100 — 1,816,100 6.62 %
−Removed: Dana Hale Nelson Trusts (9) 1,685,200 — 1,685,200 6.14 %
−Removed: Entities Affiliated with Lightyear Capital LLC (10) 1,442,983 32,489 1,475,472 5.37 %
−Removed: Aquiline SGB Holdings LLC (11) 1,443,066 — 1,443,066 5.26 %
−Removed: • Indicates ownership of less than 1%.
−Removed: (1) The shares in this column represent stock options of FirstSun held by that person or entity that are currently exercisable or exercisable within 60 days of March 6, 2024 .
−Removed: Carter may be considered to exercise sole voting and investment power with respect to all 2,051,000 of the listed shares, which are held either by her individually or by trusts for which she serves as trustee.
−Removed: Larkins serves as the director designee for Aquiline SGB Holdings LLC.
−Removed: Larkins has no voting or investment power over any shares held by Aquiline SGB Holdings LLC and disclaims any beneficial ownership of such shares.
−Removed: Casciato serves as the director designee for Lightyear Fund III, LP.
−Removed: 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.
−Removed: (5) Consists of 440,609 shares held by Bay Pond Investors (Bermuda) L.P.;
−Removed: 1,508,542 shares held by Bay Pond Partners, L.P.;
−Removed: 408,232 shares held by Ithan Creek Master Investors (Cayman), L.P.;
−Removed: 2,8152 shares held by Wellington Global Multi-Strategy Master Fund (Cayman) L.P.;
−Removed: 3,176 shares held by Wellington Institutional Multi-Strategy Master Fund (Cayman) L.P.;
−Removed: 22,361 shares held by Wellington Pagosa Fund (Cayman) II, Ltd.;
−Removed: 9,208 shares held by Wellington-CIS Diversifying Strategies Fund (Cayman) L.P.;
−Removed: 44,521 shares held by Wolf Creek Investors (Bermuda) L.P.;
−Removed: and 22,077 shares held by Wolf Creek Partners, L.P., collectively, (the “Wellington Group”).
−Removed: Wellington Management Company LLP ("WMC") has the power to vote and dispose of these securities pursuant to WMC's capacity as investment adviser on behalf of the Wellington Group.
−Removed: WMC is a subsidiary of Wellington Management Group LLP (“WMG”).
−Removed: WMG is a Massachusetts limited liability partnership, privately held by 204 partners (as of January 1, 2024).
−Removed: There are no external entities with any ownership interest in the firm.
−Removed: No single partner owns or has the right to vote more than 5% of the partnership's capital.
−Removed: Additional information about WMC is available in its Form ADV filed with the SEC.
−Removed: The address for the Wellington Group is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.
−Removed: Hale has sole voting and dispositive power with respect to the shares held by a trust for which he serves as trustee.
−Removed: (7) Karen Hale Young has sole voting and dispositive power with respect to these shares held by trusts for which she serves as trustee.
−Removed: (8) Max Alan Hale has sole voting and dispositive power with respect to these shares held by trusts for which he serves as trustee.
−Removed: (9) Dana Hale Nelson has sole voting and dispositive power with respect to these shares held by trusts for which she serves as trustee.
−Removed: (10) Consists of (a) 1,436,728 shares held by Lightyear Fund III, L.P.
−Removed: (“Lightyear Fund III”) over which Lightyear Fund III GP, L.P., Lightyear Fund III GP Holdings, LLC, LY Holdings, LLC and Mark F.
−Removed: Vassallo have shared voting and dispositive power, and (b) 3,978 shares held by Lightyear Co-Invest Partnership III, L.P.
−Removed: over which Lightyear Fund III GP Holdings, LLC, LY Holdings, LLC and Mark F.
−Removed: Vassallo have shared voting and dispositive power.
−Removed: The address for Lightyear Capital and its affiliates is 9 West 57th Street, 31st Floor, New York, New York 10019.
−Removed: (11) The address for Aquiline SGB Holdings LLC is 535 Madison Ave, New York, New York 10022.
−Removed: Aquiline SGB Holdings LLC is wholly owned by Aquiline Financial Services Fund II L.P.
−Removed: (the “Fund”).
−Removed: The Fund is managed by its general partner, Aquiline Capital Partners II GP (Offshore) Ltd.
−Removed: The GP is wholly owned by Aquiline Holdings (Offshore) II L.P., which is managed by its general partner, Aquiline Holdings GP (Offshore) Ltd (“GP Offshore”).
−Removed: Greenberg is the sole holder of the Class A shares of GP Offshore.
−Removed: Under the articles of association of GP Offshore, the holders of the Class B shares of GP Offshore (of whom there are 11, excluding Mr.
−Removed: Greenberg, and none of whom holds more than 9% of the Class B shares) are entitled to vote only on “Designated Matters,” which is narrowly defined as “any matter of a Portfolio Company formed in a jurisdiction outside the United States that requires the approval of holders of voting interests of such entity or similar control persons of such entity.” The effect of this ownership structure is that Mr.
−Removed: Greenberg effectively controls GP Offshore and, in turn, the Fund.
−Removed: Equity Compensation Plan Information
−Removed: The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2023.
+Added: Security Ownership of Certain Beneficial Owners and Management
+Added: The information required by this Item 12 is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2025 Proxy Statement and is incorporated herein by reference.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
+Added: The following table summarizes information relating to our equity compensation plans, pursuant to which securities are authorized for issuance , as of December 31, 2024:
Plan Category Number of Shares to be issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (c)
Equity compensation plans approved by security holders 1
+Added: 1,189,323 $ 20.63 2,316,794
Equity compensation plans not approved by security holders N/A N/A N/A
5 unchanged sentences
44,536 probable restricted shares from the 2022 LTIP issued under our 2021 Equity Incentive Plan;
+Added: 83,099 probable restricted shares from the 2023 LTIP issued under our 2021 Equity Incentive Plan;
and 92,460 probable restricted shares from the 2024 LTIP issued under our 2021 Equity Incentive Plan.
+Added: Column (b) includes the weighted average exercise price of outstanding stock options under our 2017 Equity Incentive Plan and 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 2,219,127 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
−Removed: Certain Relationships and Related Transactions
−Removed: The following section summarizes the material provisions of certain agreements entered into by FirstSun with its related parties.
−Removed: The summaries of agreements in this section are qualified in their entirety by reference to the forms of such agreements, which have been filed as exhibits to this Annual Report on Form 10-K.
−Removed: Stockholders’ Agreement
−Removed: 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.
−Removed: Following the Pioneer merger, JLL became a party to the Stockholders’ Agreement and was designated as a Significant Stockholder.
−Removed: Certain FirstSun stockholders, defined as “Significant Stockholders” under the agreement, have additional rights and obligations under the Stockholders’ Agreement.
−Removed: These Significant Stockholders include, among others, the following:
−Removed: • Aquiline SGB Holdings LLC (“Aquiline”);
−Removed: • JLL/FCH Holdings I, LLC (“JLL”)
−Removed: • entities affiliated with Lightyear Capital LLC;
−Removed: • Ohio Public Employees Retirement System;
−Removed: • Southwest Banking Partners, L.P.
−Removed: • the following stockholders that are members of the Hale family:
−Removed: ◦ the John J.
−Removed: Hale Trust dated December 1, 1996;
−Removed: ◦ the Dana Hale Nelson Trust dated December 8, 1995 and the Dana Hale Nelson Family Irrevocable Trust dated May 25, 2011;
−Removed: ◦ the Karen Hale Young Trust dated February 23, 1996 and the Karen Hale Young Family Irrevocable Trust;
−Removed: ◦ the Max Alan Hale Trust dated June 1, 1996 and the Max Alan Hale Family Irrevocable Trust dated June 1, 2011;
−Removed: ◦ the Mollie Hale Carter Trust dated December 19, 1995 and the Twin Meadow VHC Trust dated May 25, 2011 (together with the “Mollie Hale Carter Trust, the “Mollie Hale Carter Stockholder Group”).
−Removed: The Stockholders’ Agreement contains various provisions relating to, among other things, representation on the FirstSun board of directors;
−Removed: certain corporate governance provisions;
−Removed: restrictions on transfer;
−Removed: tag-along rights, rights of first refusal and preemptive rights;
−Removed: and certain information rights.
−Removed: Each of the above-referenced Significant Stockholders, other than SWBP, own 5% or more of the shares of FirstSun common stock.
−Removed: See “Security Ownership of Certain Beneficial Owners and Management of FirstSun.” We have three additional Significant Stockholders under the Stockholders’ Agreement that each own less than 5% of the outstanding shares of FirstSun common stock.
−Removed: Amendments to Stockholder’ Agreement
−Removed: The Stockholders’ Agreement remained in effect following the closing of the Pioneer merger.
−Removed: Under the merger agreement, the Stockholders’ Agreement was amended further (such amendment, “ Amendment No.
−Removed: 2 ”), effective upon the merger, to among other things, increase the size of the FirstSun board of directors from eight to ten members.
−Removed: 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.
−Removed: Other than JLL, no other Pioneer shareholder became a party to the Stockholders’ Agreement as a result of the merger.
−Removed: The Stockholders’ Agreement was further amended in contemplation of the proposed merger with HomeStreet, Inc.
−Removed: and the additional liquidity that would be provided to FirstSun stockholders upon the listing of its shares of common stock (which listing is required pursuant to FirstSun’s obligations under the Upfront Securities Purchase Agreement described below).
−Removed: Specifically, the Stockholders’ Agreement was amended on January 2, 2024, to permit the termination of the Stockholders’ Agreement (other than certain governance and board nomination rights) upon the listing of FirstSun common stock on a national securities exchange (such amendment, “ Amendment No.
−Removed: 3 ”), and on January 16, 2024, to provide for the complete
−Removed: termination (including with respect to governance and board nomination rights), of the Stockholders’ Agreement upon the closing of the proposed merger with HomeStreet, Inc.
−Removed: (such amendment, “ Amendment No.
−Removed: In addition, the Stockholders Agreement was amend ed on March 6, 2024, to revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class (such amendment, “ Amendment No.
−Removed: The below description of the Stockholders’ Agreement is a description of the agreement, as amended by Amendments No.
−Removed: 1 through 5 to the Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.).
−Removed: Corporate Governance Provisions
−Removed: Board Composition
−Removed: The Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.) 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.
−Removed: Under the Stockholders’ Agreement, the following stockholder groups are entitled to designate one nominee for election as a director as follows:
−Removed: • Aquiline (whose current nominee is Paul A.
−Removed: • JLL (whose current nominee is Kevin T.
−Removed: • Lightyear (whose current nominee is Chris C.
−Removed: • SWBP (currently SWBP has elected not to exercise its right to nominate a director for election and, therefore, such director seat is vacant);
−Removed: • the Dana Hale Nelson Trusts (whose current nominee is Neal E.
−Removed: • the Karen Hale Young Trusts (whose current nominee is Beverly O.
−Removed: • the John J.
−Removed: Hale Trust (whose current nominee is David W.
−Removed: • the Max Alan Hale Trusts (whose current nominee is Diane L.
−Removed: • the Mollie Hale Carter Stockholder Group (whose current nominee is Mollie H.
−Removed: Under the Stockholders’ Agreement, the Mollie Hale Carter Stockholder Group designee (currently Ms.
−Removed: Carter) will serve as Chair of the FirstSun board of directors.
−Removed: 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;
−Removed: 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.
−Removed: 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.
−Removed: As such, when the Lisa K.
−Removed: 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.
−Removed: 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 a nominee to fill such vacancy.
−Removed: The Stockholders’ Agreement requires that the FirstSun board hold at least four regularly scheduled meetings each calendar year, which must occur approximately every 90-days.
−Removed: Charter and Bylaw Provisions
−Removed: 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
−Removed: permitted by law.
−Removed: 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.
−Removed: ERISA Matters
−Removed: 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.
−Removed: These rights will terminate when the VCOC Investor holds less than 1% of FirstSun common stock.
−Removed: The Stockholders’ Agreement also provides that the board of directors of Sunflower Bank will be composed of 13 directors.
−Removed: Pursuant to Amendment No.
−Removed: 3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.
−Removed: Regulatory Compliance on Listing Event
−Removed: 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 12 directors).
−Removed: Pursuant to Amendment No.
−Removed: 3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.
−Removed: Share Transfer Provisions
−Removed: General Transfer Restrictions and Exceptions
−Removed: The Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.) contains customary provisions for a private company restricting the transfer of shares, as discussed below.
−Removed: Notwithstanding the transfer restrictions, stockholders may transfer to “Permitted Transferees,” as defined in the agreement, which include family and affiliated entities and trusts, among other things.
−Removed: 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.
−Removed: Right of First Refusal
−Removed: Prior to an initial underwritten public offering, if a stockholder wishes to sell all or any portion of its position in FirstSun to a third-party, it must provide written notice of the terms of the offer to FirstSun, and FirstSun will provide notice to the other stockholders’ party to the agreement.
−Removed: Such other stockholders would then have the opportunity to participate in the purchase (pro rata in proportion to their ownership) of the selling stockholder’s shares.
−Removed: The right of first refusal does not apply to sales that do not exceed $250,000 in a one year period.
−Removed: Tag-Along Rights
−Removed: 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”).
−Removed: 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.
−Removed: The sale is first governed by the right of first refusal discussed above, if applicable.
−Removed: The requirements related to a Tag-Along Sale do not apply to the following by a Tag-Along Seller (a) sales in an underwritten public offering in which a such seller participates under the registration rights agreement described below, (b)
−Removed: transfers to a Permitted Transferee, (c) a sale under Rule 144 of the Securities Act following an underwritten public offering, or (d) sales or transfers of less than 3% of FirstSun common stock over any 12-month period.
−Removed: Amendment No.
−Removed: 2 to the Stockholders’ Agreement provides that these “tag-along rights” will terminate immediately prior to the consummation by FirstSun of an initial underwritten public offering.
−Removed: Preemptive Rights
−Removed: FirstSun has granted preemptive rights to Significant Stockholders to purchase any securities or subsidiary securities that FirstSun or any subsidiary may propose to issue, other than:
−Removed: • an issuance to employees, officers, directors or consultants of FirstSun and its subsidiaries pursuant to employee benefit or other compensatory arrangements;
−Removed: • to debt financing sources in connection with any bona fide, arm’s length restructuring of outstanding debt of FirstSun or its subsidiaries approved by the board;
−Removed: • in connection with the exercise or conversion of outstanding securities or securities of a subsidiary or any interest payment, dividend or distribution in respect of outstanding securities or subsidiary securities;
−Removed: • as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction;
−Removed: • in the case of debt securities issued by FirstSun or any subsidiaries (that is not a security or a security of a subsidiary) pursuant to a bona fide underwritten public offering;
−Removed: • pursuant to a written requirement to raise additional capital issued by the Federal Reserve or any other regulatory authority;
−Removed: • any sale by a CFS Pledgee of any CFS Pledged Shares (each as defined in the Stockholders’ Agreement).
−Removed: The preemptive rights provisions in the Stockholders’ Agreement, like the right of first refusal and tag-along rights, contain an allocation methodology based on pro rata ownership.
−Removed: This provision automatically terminates immediately prior to FirstSun’s consummation of an initial underwritten public offering.
−Removed: Pursuant to Amendment No.
−Removed: 3, all of the provisions described above under the heading “Share Transfer Provisions” will terminate upon the listing of FirstSun common stock on a national securities exchange.
−Removed: Miscellaneous Stockholders’ Agreement Provisions
−Removed: Information Rights;
−Removed: Confidentiality
−Removed: Under the Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.), FirstSun is required to furnish stockholders party to the agreement with quarterly and annual financial statements, and stockholders are generally required to maintain the confidentiality of non-public information provided to them by FirstSun.
−Removed: These information rights will terminate when FirstSun becomes subject to the reporting requirements under the Exchange Act.
−Removed: Pursuant to Amendment No.
−Removed: 3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.
−Removed: Real Property Interests
−Removed: FirstSun has agreed that, as and when requested by a Significant Stockholder, it will provide reasonable assistance in connection with determinations by such Significant Stockholder of whether FirstSun common stock held by such Significant Stockholder constitutes a United States real property interest under Section 897 of Code.
−Removed: FirstSun must also comply with the notice requirement to the IRS described in Treasury Regulation Section 1.897-2(h)(2), and maintain its status as an association taxable as a corporation for U.S.
−Removed: federal income tax purposes.
−Removed: Pursuant to Amendment No.
−Removed: 3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.
−Removed: The Stockholders’ Agreement may be amended or waived only by the written consent of FirstSun stockholders holding two-thirds of the outstanding shares of FirstSun common stock party to the agreement.
−Removed: Pursuant to Amendment No.
−Removed: 3, all provisions of the Stockholders’ Agreement terminate upon the earlier of a listing on a national stock exchange, an initial underwritten public offering or Change of Control of FirstSun (as defined in the agreement);
−Removed: provided, however, that certain governance provisions will remain in effect following a listing on a national stock exchange or an initial underwritten public offering, including certain 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 the closing of the proposed merger with HomeStreet, Inc., a Change of Control or the 25 th anniversary of the dated of the agreement.
−Removed: Pursuant to Amendment No.
−Removed: 4, the Stockholders’ Agreement will be completely terminated (including with respect to governance and board nomination rights), upon the closing of the proposed merger with HomeStreet, Inc.
−Removed: Registration Rights Agreement (2017)
−Removed: Under the SGB merger agreement, on June 19, 2017, FirstSun entered into a Registration Rights Agreement with its stockholders, including the Significant Stockholders referenced above (which Significant Stockholders are referred to as “Significant Investors” in the Registration Rights Agreement).
−Removed: 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.
−Removed: The Registration Rights Agreement remained in effect following the merger.
−Removed: 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.
−Removed: Other than JLL, no other Pioneer shareholder became a party to the Registration Rights Agreement as a result of the merger.
−Removed: Resale registration statements with respect to the registrable shares held by parties to the Registration Rights Amendments are currently on file and effective with the SEC.
−Removed: Demand Rights
−Removed: At any time beginning on or after June 19, 2019, each Significant Investor, subject to the limitations set forth in the Registration Rights Agreement, will have the right to require FirstSun by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of FirstSun common stock.
−Removed: Each Significant Investor has the right to up to five demand notices.
−Removed: FirstSun will not be obligated to effect any demand registration unless (a) the aggregate number of shares joining in the demand is at least 20% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is before an initial public offering of FirstSun), or 10% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is after the initial public offering of FirstSun), and (b) either (i) the aggregate offering price of securities to be included in the registration, net of underwriting discounts and commissions, equals or exceeds $25.0
−Removed: million, or (ii) the aggregate number of shares of FirstSun common stock to be included in the registration equals or exceeds 10% of the total number of issued and outstanding shares of FirstSun common stock.
−Removed: In addition, FirstSun will not be obligated to file a registration statement within a period of 180 days after the effective date of any other demand registration statement.
−Removed: FirstSun will also be permitted to postpone filing a registration statement or facilitating an offering relating to a demand registration request if the registration process would, among other things, materially and adversely affect a pending or proposed material financing or material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction.
−Removed: Piggyback Rights
−Removed: If FirstSun proposes to register an offering of FirstSun common stock (subject to certain exceptions) for its own account or for the account of any third-party (including a demand registration), then it must give written notice to the holders under the Registration Rights Agreement and allow them to include their shares in that registration statement.
−Removed: There is no limitation on the number of such piggyback registrations that FirstSun is required to effect.
−Removed: Conditions and Limitations
−Removed: These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and FirstSun’s right to delay an offering or registration statement or withdraw a registration statement under certain circumstances.
−Removed: Expenses and Indemnification
−Removed: FirstSun will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement becomes effective or the offering is consummated, including legal expenses of one counsel for the holders party to the agreement.
−Removed: However, the holders must pay all underwriting discounts and commissions in connection with sales by them of any of their shares of FirstSun common stock.
−Removed: The Registration Rights Agreement also contains customary indemnification provisions pursuant to which FirstSun will be required to indemnify each holder and its affiliates against certain liabilities that may arise, including those under the Securities Act.
−Removed: Investment-Related Agreements 2024
−Removed: Upfront Securities Purchase Agreement
−Removed: Concurrent with its entry into the merger agreement with HomeStreet, FirstSun entered into an upfront securities purchase agreement (the “Upfront Securities Purchase Agreement”), dated January 16, 2024, with certain funds managed by Wellington Management Company, LLP (collectively, the “Wellington Funds”), pursuant to which, on the terms and subject to the conditions set forth therein, FirstSun sold, and the Wellington Funds purchased, for $32.50 per share and an aggregate purchase price of $80 million, approximately 2.46 million shares of FirstSun Common Stock.
−Removed: This transaction closed on January 17, 2024.
−Removed: Under the terms of the Upfront Securities Purchase Agreement, FirstSun committed to listing FirstSun’s common stock on a national securities exchange within 120 days of closing, subject to a right to extend upon mutual consent for an additional 60 days, regardless of whether the merger is consummated.
−Removed: Under the terms of the Upfront Securities Purchase Agreement, FirstSun is obligated to issue to the Wellington Funds, upon consummation of the merger, warrants to purchase approximately 1.15 million shares of FirstSun Common Stock with such warrants having an initial exercise price of $32.50 per share (the “Warrants”).
−Removed: The Warrants will carry a term of three years, and may be settled on a “net share” basis by applying shares otherwise issuable under the Warrants in satisfaction of the exercise price.
−Removed: In the event the Merger is not consummated, no Warrants will be issued.
−Removed: The Upfront Securities Purchase Agreement contains customary representations, warranties and agreements of each party.
−Removed: Upfront Registration Rights Agreement
−Removed: In connection with the Upfront Securities Purchase Agreement, FirstSun and the Wellington Funds also entered into a Registration Rights Agreement (the “Upfront Registration Rights Agreement”), dated January 16, 2024, pursuant to which FirstSun agreed to provide customary resale registration rights with respect to the shares of FirstSun common stock obtained by the Wellington Funds pursuant to the Investment Agreements (as defined below), including those issued upon exercise of the Warrants.
−Removed: Under the Upfront Registration Rights Agreement, the Wellington Funds will be entitled to resale
−Removed: registration rights and rights to request a certain number of underwritten shelf takedowns, in each case, subject to certain limitations as set forth in the Upfront Registration Rights Agreement.
−Removed: Failure to meet the resale registration statement filings or effectiveness deadlines, and certain other events, set forth in the Upfront Registration Rights Agreement may result in FirstSun’s payment to the Wellington Funds of liquidated damages in the amount of 1% of the purchase price per month pending effective registration.
−Removed: Acquisition Finance Securities Purchase Agreement and Acquisition Finance Registration Rights Agreement
−Removed: Concurrently with its entry into the merger agreement with HomeStreet, FirstSun entered into an acquisition finance securities purchase agreement (the “Acquisition Finance Securities Purchase Agreement,” and together with the Upfront Securities Purchase Agreement, the “Investment Agreements”), dated January 16, 2024, with the Wellington Funds and certain other institutional accredited investors (each, an “additional institutional investor” and, collectively with the Wellington Funds, the “institutional investors”).
−Removed: Pursuant to the Acquisition Finance Securities Purchase Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the merger, the institutional investors will invest an aggregate of $95 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, approximately 2.92 million shares of FirstSun common stock.
−Removed: The Acquisition Finance Securities Purchase Agreement contains customary representations, warranties and agreements of each party, including an obligation of FirstSun to provide customary resale registration rights to the additional institutional investors.
−Removed: The Acquisition Finance Securities Purchase Agreement contemplates that, in connection with the closing of the investments under the Acquisition Finance Securities Purchase Agreement, FirstSun will enter into a resale registration rights agreement with each additional institutional investor (the “Acquisition Finance Registration Rights Agreement”), the material terms and conditions of which are consistent with the terms and conditions of the Upfront Registration Rights Agreement.
−Removed: Under the terms of the Acquisition Finance Securities Purchase Agreement, FirstSun is obligated to undertake reasonable best efforts to consummate the merger and may not amend, modify, or agree to waive certain terms under the Merger Agreement without the consent of the institutional investors.
−Removed: The closing of the investments under the Acquisition Finance Securities Purchase Agreement is conditioned on the substantially concurrent closing of the merger and other customary closing conditions.
−Removed: Board Representative Right
−Removed: Pursuant to the Acquisition Finance Securities Purchase Agreement, FirstSun and Castle Creek Capital Partners VIII, L.P.
−Removed: (“Castle Creek”), an additional institutional investor, have entered into an agreement to provide certain governance and other rights to Castle Creek upon consummation of the closing of the merger.
−Removed: Among other rights, upon closing of the merger, Castle Creek will initially appoint an observer to the board of directors of FirstSun, and, upon Castle Creek’s request after the earlier of six months or an existing private equity investor losing a board nomination right pursuant to its agreements with FirstSun, Castle Creek will receive the right, so long as Castle Creek maintains beneficial ownership of at least 40% of the shares of FirstSun common stock acquired pursuant to the Acquisition Finance Securities Purchase Agreement, to nominate an individual for election or appointment to the board of directors of FirstSun.
−Removed: Related Party Transaction Policy
−Removed: Transactions by us with related parties are subject to regulatory requirements and restrictions.
−Removed: These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by us with our affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by us to our executive officers, directors and principal stockholders).
−Removed: We have also adopted policies to comply with these regulatory requirements and restrictions, including policies governing the approval of related party transactions.
−Removed: Under our policies, all transactions between us and our directors, officers and 5% stockholders are subject to the approval of a majority of the independent and disinterested outside directors and are conducted on terms no less favorable than could be obtained from unaffiliated third parties on an arm’s-length basis.
−Removed: In addition, we conduct an appropriate review of all related person transactions for potential conflicts of interest on an ongoing basis, and all such transactions must be approved by the Audit Committee (or another independent body of the board).
−Removed: On November 8, 2023, FirstSun acquired all membership interests of FEIF Capital Partners, LLC, a Delaware limited liability company (“FEIF”) from our chief executive officer for $0.15 million and assumed liabilities of $0.01 million.
−Removed: FEIF currently has no operations.
−Removed: FEIF owns FEIF GP, LLC, a limited liability company with no assets.
−Removed: These entities will provide investment management services and are related to a future business activity of the Company.
−Removed: Director Independence
−Removed: Our securities are not listed on a national securities exchange or any inter-dealer quotation system which has a requirement that a majority of directors be independent.
−Removed: Our board has undertaken a review of the independence of each director on the FirstSun board of directors under the standards for director independence set forth in the NASDAQ Marketplace Rules.
−Removed: Under these rules, our board has affirmatively determined that Mr.
−Removed: Casciato, Ms.
−Removed: Cunningham, Ms.
−Removed: Merdian are “independent directors.”
−Removed: In addition, the members of our audit committee, nominating and governance committee and compensation and succession committee are comprised solely of independent directors under the NASDAQ Marketplace Rules.
−Removed: We have determined that Ms.
−Removed: Carter and Mr.
−Removed: Arnold do not qualify as independent directors because of Ms.
−Removed: Carter’s service as the Executive Chair of FirstSun and Sunflower Bank and because Mr.
−Removed: Arnold is an executive officer of both FirstSun and Sunflower Bank.
+Added: The information required by this Item 13 regarding certain relationships and related transactions is contained under the caption “Certain Relationships and Related Party Transactions” in the 2025 Proxy Statement, which information under such heading is incorporated herein by reference.
+Added: The information required by this Item 13 regarding director independence is contained under the caption “Director Independence” in the 2025 Proxy Statement, which information under such caption is incorporated herein by reference.
Principal Accounting Fees and Services
−Removed: Our independent registered public accounting firm for the years ended December 31, 2023 and 2022 was Crowe LLP.
−Removed: The following table shows the fees that we paid for services performed in the years ended December 31, 2023 and 2022 to Crowe LLP:
−Removed: (in thousands)
−Removed: Type of Fees 2023 2022
−Removed: Audit fees $ 1,103 $ 1,228
−Removed: Audit-related fees 26 101
−Removed: All other fees 7 6
−Removed: Total fees $ 1,136 $ 1,335
−Removed: Audit fees consist primarily of fees for the integrated audit of our consolidated financial statements, review of our quarterly reports on Form 10-Q and annual report on Form 10-K.
−Removed: Audit fees are those billed or expected to be billed for audit services related to each fiscal year.
−Removed: Audit Related Fees.
−Removed: This category includes the aggregate fees billed for non-audit services, exclusive of the fees disclosed relating to audit fees.
−Removed: These services principally include the procedures performed for various filings with the SEC and due diligence services related to acquisition activity.
−Removed: All Other Fees.
−Removed: This category consists of services not applicable to the first two categories for agreed-upon procedures.
−Removed: Pre-Approval Policy.
−Removed: The Audit Committee has a policy to pre-approve all audit and non-audit and tax services performed by our independent registered public accounting firm.
−Removed: All services provided by the independent registered public accounting firm are either within general pre-approved limits or specifically approved by the Audit Committee.
−Removed: The Pre-Approval Policy requires the Audit Committee to be informed of the services provided under the pre-approval guidelines at the next regularly scheduled Audit Committee meeting.
−Removed: All services provided by Crowe LLP, and all fees related thereto, were approved pursuant to the pre-approval policy.
+Added: The information required by this Item 14 regarding fees we paid to our principal accountant, and the pre-approval policies and procedures established by the Audit Committee of our Board contained under the caption “Independent Auditor Fees” in the 2025 Proxy Statement, which is incorporated herein by reference.
+Added: The following is a list of documents filed as a part of this Report:
+Added: Financial Statements
+Added: The following consolidated financial statements and reports of independent registered public accountants of the Company are in Part II, Item 8 of this Form 10-K:
+Added: • Reports of Independent Registered Public Accounting Firm (PCAOB ID 173 );
+Added: • Consolidated Balance Sheets as of December 31, 2024 and 2023;
+Added: • Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023, and 2022;
+Added: • Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022;
+Added: • Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022;
+Added: • Notes to Consolidated Financial Statements for the years ended December 31, 2024, 2023, and 2022.
+Added: Financial Statement Schedules
+Added: All schedules are omitted since they are not required, are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
+Added: The following exhibits are filed as part of this Form 10-K and this list includes the Exhibit Index.
2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, Pioneer Bancshares, Inc.
2 unchanged sentences
333-258176) filed on July 26, 2021).
−Removed: 2.2 Agreement and Plan of Merger, dated January 16, 2024, by and among HomeStreet, Inc., FirstSun Capital Bancorp, and Dynamis Subsidiary, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on January 19, 2024).
3.1 Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No.
24 unchanged sentences
4.10 Form of Amendment No.
−Removed: 5 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto .
+Added: 5 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.10 of the C ompany ’ s Form 10-K for the year ended December 31, 2023 ).
4.11 Form of Upfront Registration Rights Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on January 19, 2024).
+Added: 4.12 Form of Amendment No.
+Added: 6 to Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 25, 2025).
+Added: 4.13 Form of Board Representative Letter Agreement with the attached Schedule of Stockholders who have executed a Board Representative Letter Agreement in the form of Board Representative Letter Agreement (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 25, 2025).
+Added: 4.14 Schedule of Stockholders who have executed a Board Representative Letter Agreement in the form of Board Representative Letter Agreement.
10.1 Amended and Restated Employment Agreement dated as of May 13, 2020 by and among Mollie Hale Carter, FirstSun Capital Bancorp and Sunflower Bank, N.A.
33 unchanged sentences
10.18 Form of Upfront Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on January 19, 2024).
−Removed: 10.19 Form of Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on January 19, 2024).
−Removed: 10.20 Form of 2024 Special Restricted Stock Grant Agreement.
+Added: 10.19 Mutual Termination Agreement, dated November 18, 2024, between FirstSun Capital Bancorp, Dynamis Subsidiary, Inc.
+Added: and HomeStreet, Inc.
+Added: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 19, 2024).*
+Added: 10.20 Form of 2024 Special Restricted Stock Grant Agreement(incorporated by reference to Exhibit 4.10 of the Company’s Form 10-K for the year ended December 31, 2023).^
+Added: 10.21 Form of FirstSun Capital Bancorp Time-Based Long-Term Incentive Plan Award Agreement.^
+Added: 10.22 Change in Control Severance Agreement dated May 13, 2020 by and between Laura Frazier and FirstSun Capital Bancorp.^
+Added: 10.23 Change in Control Severance Agreement dated August 5, 2020 by and between Jennifer Norris and FirstSun Capital Bancorp.^
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).
+Added: 19.1 Policy regarding insider trading and related securities law matters.
21.1 Subsidiaries of FirstSun Capital Bancorp.
−Removed: 23.1 Consent of Crowe LLP.
−Removed: (Independent Registered Public Accounting Firm)
+Added: 23.1 Consent of Crowe LLP (Independent Registered Public Accounting Firm).
+Added: 24.1 Power of Attorney (included on signature page).
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
2 unchanged sentences
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 Policy relating to recovery of erroneously awarded compensation.
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
11 unchanged sentences
Form 10-K Summary
−Removed: Not Applicable.
−Removed: Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
−Removed: No annual report or proxy material has been sent to our stockholders as of the date of this Annual Report on Form 10-K (this “Annual Report”).
−Removed: A copy of this Annual Report and proxy material will be sent to our stockholders subsequent to the filing of this Annual Report, copies of which will be furnished to the SEC on or about the time such materials are sent to our stockholders.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
10 unchanged sentences
/s/ Robert A.
−Removed: Executive Vice President and Chief Financial Officer
−Removed: March 7, 2024
+Added: Senior Executive Vice President and Chief Financial Officer March 7, 2025
(Principal Financial Officer &
2 unchanged sentences
Carter Executive Chair of the Board March 7, 2025
−Removed: /s/ Christopher C.
−Removed: Casciato Director March 7, 2024
−Removed: Christopher C.
/s/ Isabella Cunningham Director March 7, 2025
2 unchanged sentences
Elving Director March 7, 2025
+Added: Fleshood Director March 7, 2025
Hammond Director March 7, 2025
3 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.