📜 What This Document Is 📄

This document is a Proxy Statement (DEF 14A), which is essentially a required annual report to the company's shareholders. It tells stockholders exactly what decisions they will be asked to vote on at the upcoming annual meeting. Because this filing is so detailed, it doesn't just cover money; it covers the rules, the people in charge, and the financial mechanics of the company.

👉 What to expect: You will find detailed information on electing the board of directors, approving auditors, reviewing executive pay (which is often the longest section!), and disclosing any major corporate relationships or risks.

🏦 FirstSun's Business Landscape 🗺️

FirstSun Capital Bancorp is a financial institution that serves as a bank and investment firm. It operates through a complex web of financial activities, dealing with deposits, lending, and investments. The filing highlights its growth strategy through significant mergers, most recently with First Foundation Inc.

👉 Why it matters: The company is in a period of significant restructuring. The 2026 annual meeting is designed not just for routine votes, but to formalize the company's new size and structure following these recent mergers.

🏢 The Mergers and Board Evolution 🔄

The board has undergone major changes due to corporate consolidation. The company recently completed a merger with First Foundation Inc. on April 1, 2026. This merger was a defining event, significantly increasing the size of the board and integrating the operations of the two entities.

• Board Size: As of the proxy date, the Board is fixed at 13 directors.
• Declassification: The company is phasing out its "classified board structure." This means that eventually, all directors will be elected for one-year terms annually, leading to a fully annual election cycle by the 2028 annual meeting.
• Merger Impact: The merger added five former directors from First Foundation to the board. The Board also appointed Spencer T. Cohn as a Class I director, effective April 1, 2026, to fill a vacancy left by the merger.

👤 Electing the Directors 🗳️

This is the most important governance vote for shareholders. The company has nominated seven directors, who are all seeking one-year terms expiring at the 2027 annual meeting. Voting is determined by a plurality of the votes cast, meaning the seven nominees who receive the highest number of "FOR" votes will be elected.

• The Nominees: The seven nominees include two incumbent Class III directors (John S. Fleshood and Peter E. Murphy), five former First Foundation directors, and others.
• Director Roles: The board leadership structure was formalized by appointing John S. Fleshood as the Lead Independent Director. This role gives him specific authority to preside over independent director sessions, enhancing oversight.
• Corporate Governance: The Board recommends voting "FOR" all seven nominees. The Board also has a formal resignation policy: if any nominee receives an equal or greater number of "withheld" votes, they must promptly offer a written resignation.

🏦 Stakeholder Influence & Representation 👑

The proxy statement reveals that the board's selection process is significantly guided by several powerful shareholder groups. These relationships ensure that major investors have formal representation on the board.

• Board Representation Letters: The company has entered into Board Representative Letter Agreements with major groups, including JLL/FCH Holdings I, LLC (JLL), Mollie Hale Carter Trust Group, Karen Hale Young Trust Group, Castle Creek, and Canyon Capital Advisors LLC.
• Minimum Ownership Threshold: These agreements give the right to nominate a director (or appoint a nonvoting observer) to a Significant Stockholder Group, provided that group maintains a minimum ownership interest (at least 40% of the shares owned as of the agreement date).
• Registrant Rights: Key agreements also govern the right to sell stock, ensuring that significant investors (like JLL and Wellington Management) have defined rights regarding registering and selling their shares.

🤵 Executive Management Team 📈

The company relies on key executives for its day-to-day operations. The roles of the Chief Executive Officer and Executive Chairman are distinct but highly linked, reflecting the bank's strategy.

• Key Personnel: Named Executive Officers include Mollie H. Carter (Executive Chairman), Neal E. Arnold (CEO/President/COO), Robert A. Cafera, Jr. (SVP/CFO), and Jennifer L. Norris (EVP/CCO).
• Experience: Individuals like Jennifer L. Norris bring extensive background experience from major institutions, having worked at Wells Fargo Bank and its predecessor Wachovia Bank from 1997 to 2020.
• Staffing: The corporate management team includes Laura J. Frazier (EVP/CAO), who has served since 2020, and Jennifer L. Norris (EVP/CCO), who has served in her current role since 2020.

💰 Executive Compensation and Pay Structure 💸

Executive compensation is highly detailed and is structured to link executive financial success directly to the company's performance, rather than just salary.

• Compensation Committee: The Compensation and Succession Committee oversees the compensation structure and engages an independent consultant, Meridian Compensation Partners, LLC, to ensure market best practices.
• Compensation Components: Executive pay includes four main parts:
  1. Base Salary: The guaranteed annual pay (e.g., Neal E. Arnold's base salary for 2025 was $800,000).
  2. Annual Bonus: A performance-based payout (e.g., in 2025, Mr. Arnold received an annual bonus of $812,800).
  3. Stock Awards: Shares or units tied to long-term retention.
  4. Non-Equity Incentive Plan Compensation: Pay based on achieving specific corporate performance metrics.
• Total Compensation Example (2024): Mr. Arnold’s total compensation was $7,537,910 in 2024, showcasing the substantial payout from stock awards and incentive compensation.
• The Incentive Plan (LTIPs): Long-Term Incentive Plans (LTIPs) are structured as Performance Stock Units (PSUs). They are designed to vest over three years, rewarding executives only if the bank achieves specified goals.
  • 2023 LTIP Results: For the 2023 awards, the bank's performance resulted in the PSUs being earned at 73.9% of target. This means the payout was less than the ideal target, but still resulted in substantial payouts.
  • 2022 LTIP Results: For the 2022 awards, the bank’s performance resulted in the PSUs being earned at 59.5% of target.

⚠️ Risk, Ethics, and Compliance Oversight 🛡️

The board has a fiduciary duty to manage risks thoroughly. This section details how the company structures its oversight to protect both the institution and its stakeholders.

• Enterprise Risk Management (ERM): The board established a formal program to assess, measure, and monitor critical risks, including credit risk, market risk, and liquidity risk.
• Cybersecurity Oversight: The board takes cybersecurity seriously, requiring regular reporting and dedicated discussions on information security risks. The Risk Committee reviews and approves the Cybersecurity Policy.
• Ethics and Compliance: The board has adopted a Code of Ethics, which applies to all directors, officers, and employees, and includes procedures for anonymously reporting suspected financial misconduct.
• Related Party Transactions: The policy ensures that transactions with related parties (like loans to directors or officers) are handled in the ordinary course of business and on terms comparable to deals with external, unaffiliated third parties.

🧑‍💻 Employment Agreements and Contracts 💼

The employment agreements for key executives are crucial, as they define compensation stability and potential post-employment obligations.

• Thomas C. Shafer: Upon merging with First Foundation, Mr. Shafer was appointed director and Executive Vice Chairman. His employment agreement runs through March 15, 2028. He is entitled to an annual base salary of $1,090,000, and a discretionary incentive opportunity of up to 150% of his salary.
• Non-Competition Clauses: Both Mr. Arnold and Mr. Cafera’s agreements include strict non-competition and non-solicitation clauses lasting 24 months following termination, restricting their ability to work with similar competitors or solicit clients.
• Deferred Compensation: Named executive officers can participate in a Deferred Compensation Plan, allowing them to delay some taxable earnings. Payments can be delayed up to six months under Section 409A rules.

🚨 Outstanding Shares and Holdings 📊

Transparency regarding who owns the stock is paramount for investors. This section details the share ownership of large investors and internal group ownership.

• Top 5% Holders: The largest single institutional owners of the common stock as of April 10, 2026, include JLL / FCH Holdings I, LLC (7.94% ownership) and Wellington Management (6.78% ownership).
• Executive Ownership: Collectively, all directors and executive officers own 4,682,704 shares, representing 10.49% of the total outstanding common stock.
• Voting Requirements: The election of directors requires a plurality vote—simply the most votes cast, not necessarily a majority.

📆 Meeting Logistics and Contacts ℹ️

This section provides the logistical details for the stockholders to participate in the annual meeting.

• Annual Meeting: The meeting is scheduled for Friday, June 5, 2026, at 8:30 a.m. Central Time.
• Format: It will be a virtual-only format, accessed via a live audio webcast at www.virtualshareholdermeeting.com/FSUN2026.
• Action Required: Stockholders must vote by obtaining a legal proxy from their broker, or by attending the virtual meeting. Shares must be held as of the close of business on April 10, 2026, to be entitled to vote.

---

🧠 The Analogy 💡

Think of a bank's proxy statement like a corporate "Family Reunion Will." It's a massive document that doesn't just talk about how much money was spent on gifts (salary and bonuses); it outlines every rule of the household. It dictates who gets to sit at the dinner table (the directors), how decisions are made (governance), who gets to speak (the board's rights), and exactly how much everyone who contributed gets paid in the future, tying their future comfort to the bank's future success.

🧩 Final Takeaway 📈

FSUN is navigating a period of massive structural change following multiple mergers, requiring shareholders to vote on new governance rules and nominees. The extensive focus on performance-based executive compensation signals that the company is intensely focused on aligning executive incentives with measured, sustained financial performance (like revenue and tangible book value growth).