Beverly O. Elving
About Beverly O. Elving
Independent Class I director at FirstSun Capital Bancorp (FSUN) since 2021; age 71. Background includes senior finance and accounting leadership: Applebee’s International (Director of Corporate Accounting, VP & Controller, SVP Finance, 1998–2012), CFO at Integrated Medical Resources (1996–1998), VP Finance & Accounting at FDIC/Resolution Trust Corporation (1990–1996), and earlier auditor/CPA roles at Jackson County, MO and Arthur Andersen (1981–1996). Designated by the board as an “audit committee financial expert” and financially sophisticated under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applebee’s International | Director of Corporate Accounting; VP & Controller; SVP Finance | 1998–2012 | Senior corporate finance oversight; public company reporting experience |
| Integrated Medical Resources | Chief Financial Officer | 1996–1998 | CFO leadership; financial controls |
| FDIC/Resolution Trust Corporation | Vice President, Finance & Accounting | 1990–1996 | Government entity finance; resolution accounting |
| Jackson County, Missouri; Arthur Andersen & Co. | Senior accounting/auditor; CPA experience | 1981–1996 | Audit and accounting foundation; CPA experience |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| St. Luke’s Health System – Bishop Spencer Place | Director; Board President | Director since 2019; President since 2022 | Non-profit |
| Heart of America Shakespeare Festival | Director; Board Co-President | Director since 2019; Co-President 2021–2023 | Non-profit |
Board Governance
- Independence: Board determined all directors except CEO Neal Arnold and Executive Chair Mollie Carter are independent; Elving is independent.
- Attendance: Board held 12 meetings in 2024; each director attended at least 75% of board and committee meetings; all then-serving directors attended the annual meeting.
- Lead Independent Director: Diane L. Merdian; presides over executive sessions and liaises with management.
- Committee leadership and membership (current/anticipated per proxy):
- Audit Committee: Chair (Elving); met 10 times in 2024; Elving designated “audit committee financial expert.”
- Risk Committee: Member (Elving).
- Executive Committee: Member (Elving).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 10 |
| Risk | Member | — (not disclosed) |
| Executive | Member | — (not disclosed) |
Governance modernization: Board proposed declassification and removal of supermajority provisions (Proposals 2–6), signaling alignment with best practices.
Fixed Compensation (Director)
| Component | Amount (2024) |
|---|---|
| Fees Earned or Paid in Cash | $79,875 |
| Stock Awards (RSUs, grant-date fair value) | $60,000 |
| Total | $139,875 |
FSUN 2024 director fee schedule (context):
- Company director service fee: $35,000; Bank director service fee: $20,000.
- Audit Committee Chair fee: $20,000; Risk Committee member fee: $7,500; other committee member fees as disclosed.
- Fees paid quarterly in advance for the upcoming quarter.
Performance Compensation (Director)
- Annual director equity grants are time-based RSUs (no performance conditions), vesting on the first anniversary of grant; 2024 grant date was March 29, 2024, vesting March 29, 2025.
- Unvested RSUs at 12/31/2024: 1,677 (includes Company and Bank board service awards).
| Award Type | Grant Date | Units Unvested at 12/31/2024 | Grant-Date Fair Value | Vesting Date | Conditions |
|---|---|---|---|---|---|
| RSUs (Director equity) | Mar 29, 2024 | 1,677 | $60,000 | Mar 29, 2025 | Time-based; one-year vest |
Other Directorships & Interlocks
| Entity | Nature | Role/Right | Dates/Notes |
|---|---|---|---|
| FSUN (Class I) | Public company board | Independent director since 2021; nominated by Karen Hale Young Trusts per prior Stockholders’ Agreement | Term expires 2027; nomination noted in proxy |
| Karen Hale Young Trust Stockholder Group | Stockholder group | Board Representation Letter grants Class I nomination rights while 40%+ of Feb 21, 2025 holdings maintained | Group owned 1,970,100 shares as of Mar 10, 2025; nomination rights persist; observer rights if no nominee serving |
| Aquiline SGB Holdings LLC | Stockholder group | Board Representation Letter (Class III) terminated; Aquiline designee Paul Larkins resigned June 9, 2025 | 8-K termination and resignation filed June 10, 2025 |
No other public company directorships for Elving are disclosed in the proxy; non-profit boards listed above.
Expertise & Qualifications
- Audit committee financial expert designation; GAAP, internal controls, and audit committee function expertise acknowledged by board.
- Deep finance leadership from Applebee’s (SVP Finance), prior CFO experience, RTC/FDIC finance leadership, and CPA/auditor experience.
Equity Ownership
| Ownership Metric | Amount | Percent of Class |
|---|---|---|
| Shares owned (direct/indirect) | 5,886 | <1% |
| Options exercisable within 60 days of Mar 10, 2025 | 12,585 | — |
| Total beneficial ownership | 18,471 | <1% |
- Director stock ownership guidelines: As of Dec 31, 2024, minimum 3× aggregate annual cash retainer (Company+Bank); increased to 5× in March 2025. All non-employee directors were in compliance as of Dec 31, 2024; ongoing compliance anticipated.
- Prohibitions: Hedging, margin accounts, and pledging of FSUN securities prohibited under Insider Trading Policy.
Insider Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | In compliance for directors; one late Form 3 was for JLL/FCH Holdings I LLC | Company notes insiders complied in 2024 except late Form 3 for JLL; no delinquency cited for Elving |
Governance Assessment
- Board effectiveness: Elving chairs a highly active Audit Committee (10 meetings in 2024) and is designated an audit committee financial expert, strengthening oversight of financial reporting and auditor independence.
- Independence and engagement: Independent under NASDAQ rules; board attendance at least 75% across directors; annual meeting attendance by all then-serving directors indicates engagement.
- Alignment: Director pay mix blends cash retainers and time-based RSUs ($79,875 cash; $60,000 equity in 2024), with mandatory ownership guidelines (raised to 5× retainer), hedging/pledging prohibitions, and RSU vesting aligned to ongoing service—supporting long-term alignment.
- Interlocks/large holders: Elving’s original nomination tied to the Karen Hale Young Trusts; the group retains nomination rights via Board Representation Letter subject to minimum ownership, representing potential large-shareholder influence. However, FSUN is moving to declassify the board and eliminate supermajority provisions, mitigating entrenchment risk.
- Related-party exposure: Banking relationships with directors occur in ordinary course at market terms; no unfavorable features disclosed and no Elving-specific related-party transactions noted.
- Red flags: None specific to Elving disclosed. Pledging/hedging prohibited; Section 16(a) compliance noted; governance reforms (declassification) are positive signals. Aquiline’s board representation was terminated and its designee resigned, reducing sponsor influence.
Overall, Elving’s audit and finance depth, independent status, committee leadership, and adherence to ownership/insider policies support investor confidence, while nomination rights held by a 7%+ stockholder warrant monitoring for potential influence over board composition.