FIRSTSUN CAPITAL BANCORP
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
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Item 9B. Other Information
Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 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; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers” in lieu of filing a Form 8-K.
Amendment No. 5 to Stockholders’ Agreement
FirstSun is party to a Stockholders’ Agreement with certain of its stockholders dated as of June 19, 2017, as amended. 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”).
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. 5 to Stockholders’ Agreement, which is incorporated herein by reference as Exhibit 4.10.
See “Item 13. Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended.”
2024 Special Restricted Stock Grants
On March 6, 2024, the 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. and a successful post-closing integration of the two companies. 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 andvoid ab initio. These actions, to the extent they impacted the compensation of our named executive officers, are described in greater detail below.
The committee granted the following awards to the following named executive officers:
114,286 shares of restricted stock to Neal E. Arnold, Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun, with a grant date fair value of approximately $4.0 million; and
57,143 shares of restricted stock to Robert A. Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, with a grant date fair value of approximately $2.0 million.
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).
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; (ii) the one-year anniversary of such change of control; 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. 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.
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 by reference as Exhibit 10.20.
Trading Plans
During the three months ended December 31, 2023, no director or “officer” of the Company adopted orterminated 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.
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