David W. Levy

About David W. Levy

David W. Levy, 68, has served on FirstSun Capital Bancorp’s board since 2017 and is an independent director under NASDAQ rules. He is a career financial services investment banker and former Managing Director at Pickwick Capital Partners (2012–2025), with prior senior roles at Cowen & Company, Bear Stearns, Citigroup Global Markets, and Salomon Brothers. He currently serves as a director of Old Dominion National Bank (since 2013) and ODNB Financial Corp (since 2022) .

Past Roles

External Roles

Board Governance

• Independence: Board deems all directors and nominees independent except the Executive Chair (Mollie H. Carter) and CEO (Neal E. Arnold); Levy is independent .
• Attendance: Board met 12 times in 2024; each director attended at least 75% of board and committee meetings . Audit met 10 times; Compensation & Succession met 12; Nominating & Governance met 9 .
• Leadership: Separate Executive Chair and CEO roles with a Lead Independent Director (Diane L. Merdian) who presides over independent sessions and liaises with management .
• Evaluations: Annual board and committee performance assessments conducted by Nominating & Governance .
• Governance reform on ballot: Proposals include declassifying the board, eliminating supermajority provisions, and enabling stockholder bylaw amendments (2025 AGM) .

Current committee assignments (Levy):

Additional committee context:

• Compensation & Succession Committee members (all independent) met 12x in 2024 and engaged Meridian Compensation Consultants; committee assessed Meridian’s independence and found no conflicts .
• Compensation Committee interlocks: None .

Fixed Compensation

Levy’s 2024 director compensation:

Director cash fee schedule (2024):

• Company board retainer: $35,000; Bank board retainer: $20,000 .
• Committee chairs: Audit $20,000; Compensation & Succession $15,000; Nominating & Governance $10,000; Risk $15,000 .
• Committee member fees: Audit $10,000; Compensation & Succession $7,500; Nominating & Governance $5,000; Risk $7,500 .

Performance Compensation

Annual equity for non-employee directors (time-based RSUs):

Other Directorships & Interlocks

• Current public/private company boards: Old Dominion National Bank (since 2013); ODNB Financial Corp (since 2022) .
• Compensation committee interlocks: None reported by the company .
• Historical nomination rights: Levy was previously nominated under a Stockholders’ Agreement by the John J. Hale Trust; the agreement terminated entirely on Feb 21, 2025 (removing ongoing nomination rights) .

Expertise & Qualifications

• Deep financial institutions investment banking experience, including leadership at global firms; prior service on Audit and Compensation & Succession committees at another financial institution .
• Independent status and multi-committee service at FSUN (chairs Nominating & Governance; member of Audit and Compensation & Succession), aligning with governance and financial oversight needs .

Equity Ownership

As of March 10, 2025:

Ownership alignment policies:

• Non-employee director stock ownership guideline: at least 3x annual cash retainer as of Dec 31, 2024; increased to 5x in March 2025; all non-employee directors were in compliance as of Dec 31, 2024 .
• Prohibitions on hedging, short sales, and pledging/margin holdings under the Insider Trading Policy .

Section 16 compliance:

• Company reported insider compliance in 2024; exception was a late Form 3 for JLL/FCH Holdings I LLC (no issue noted for Levy) .

Governance Assessment

• Strengths

  • Independent director with extensive FIG investment banking background; chairs Nominating & Governance and serves on Audit and Compensation & Succession (skills relevant to board oversight) .
  • Active committee structure with independent membership and regular meeting cadence; engagement of independent compensation consultant with no conflicts found .
  • Board-level governance enhancements on ballot (declassification, eliminating supermajority thresholds, enabling stockholder bylaw amendments) signal responsiveness to best practices .
  • Ownership alignment via director stock ownership guidelines (raised to 5x retainer in March 2025) and strict hedging/pledging prohibitions .
  • Attendance threshold met by all directors; board met 12x in 2024 .

• Potential conflicts and monitoring points

  • Historical nomination by a significant stockholder (John J. Hale Trust) under a now-terminated Stockholders’ Agreement—reduced ongoing influence post-Feb 21, 2025, but prior linkage is a governance consideration .
  • Multi-committee workload (chairs Nom/Gov; member Audit and Comp/Succession) plus two external bank/holding company boards implies a meaningful time commitment; monitor ongoing attendance and engagement (all directors met ≥75% in 2024) .

• RED FLAGS (none disclosed specific to Levy)

  • No director-specific related-party transactions disclosed; lending to directors, if any, must be on market terms under policy and regulations .
  • No Section 16 reporting issues noted for Levy (company disclosed a late Form 3 for JLL) .