Sector: Financials
FIRSTSUN CAPITAL BANCORP · Meeting: June 5, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Fleshood has been a director since 2025 (within 24 months), exempting him from the TSR trigger, and brings strong relevant banking experience as a former COO and CRO of public bank holding companies.
Murphy has been a director since January 2026 (within 24 months), exempting him from the TSR trigger, and brings substantial public company board and CFO/strategy executive experience relevant to oversight of a financial holding company.
Edelson joined the board in April 2026 (within 24 months), exempting him from the TSR trigger, and brings real estate development and structured credit investment experience relevant to a community bank's lending oversight.
Enden joined the board in April 2026 (within 24 months), exempting her from the TSR trigger, and brings extensive investment management and community banking board experience across multiple acquired institutions.
Mackovak joined the board in April 2026 (within 24 months), exempting him from the TSR trigger, and brings deep community bank investment and governance expertise through his firm Strategic Value Bank Partners.
Parker joined the board in April 2026 (within 24 months), exempting him from the TSR trigger, and brings strong corporate governance and financial institution legal and executive experience from Cravath and Wells Fargo.
Shafer joined the board in April 2026 (within 24 months), exempting him from the TSR trigger, and brings extensive senior banking executive experience from TCF Financial and Huntington Bancshares relevant to leading a growing bank holding company.
All seven nominees joined the board within the past 24 months — five as part of the First Foundation merger completed April 1, 2026 and two in early 2026 — making all of them exempt from the TSR underperformance trigger under policy. FSUN's 3-year price return of 38.6% is strong in absolute terms, and the gap versus QABA (the community bank benchmark) is -26.6 percentage points, well below the 65-percentage-point trigger threshold that applies to companies with strong positive returns above 20%. No overboarding, attendance, independence, or familial relationship flags were identified for any nominee. Vote FOR all seven.
CEO
Neal E. Arnold
Total Comp
$3,341,470
Prior Support
N/A
FirstSun is an emerging growth company and has elected not to hold a formal advisory say-on-pay vote this year; no Say on Pay proposal appears on the 2026 ballot. The CEO compensation data is provided for context: Neal Arnold received total compensation of $3,341,470 for 2025, consisting of $800,000 base salary, $812,800 annual bonus, and $1,707,070 in stock awards, giving a variable/performance-based pay mix of approximately 76% — well above the 50-60% threshold the policy looks for. The long-term incentive plan uses meaningful three-year performance conditions including relative total shareholder return versus a regional bank peer group, and the company has a compliant clawback policy in place. Because there is no Say on Pay proposal on this ballot, no vote determination is required; this entry is included for informational completeness only.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
$1,296,000
Non-Audit Fees
$24,000
Non-audit fees (audit-related fees of $24,000) represent less than 2% of audit fees ($1,296,000), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. Crowe LLP is a large national firm appropriate for a $1.8 billion market cap community bank holding company.
The 2026 FirstSun Capital Bancorp annual meeting has two proposals: election of seven director nominees and ratification of Crowe LLP as auditor. All seven director nominees are exempt from TSR scrutiny due to their recent appointments (all within 24 months), and the auditor fee structure raises no independence concerns, supporting FOR votes across the entire ballot.
