Diane L. Merdian
About Diane L. Merdian
Independent Class III director (age 65) at FirstSun Capital Bancorp since 2017; currently the Board’s Lead Independent Director. Former CFO of Redwood Trust (2010–2012) and prior Redwood board member (2008–2009); over 20 years as a sell-side and buy-side bank equity analyst with leadership roles at KBW (Head of Large-Cap Banks), Morgan Stanley, and Montgomery Securities, starting her career at the Federal Reserve Bank of Kansas City in economic research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwood Trust, Inc. | Chief Financial Officer | 2010–2012 | Executive finance leadership |
| Redwood Trust, Inc. | Director | 2008–2009 | Board oversight |
| Keefe, Bruyette & Woods | SVP & Managing Director; Led Bank Strategy; Head of Large-Cap Banks | 2003–2008 | Led bank research effort |
| Morgan Stanley | Led Bank Research | 2000–2001 | Research leadership |
| Montgomery Securities | Led Bank Research Team | 1995–2000 | Research leadership |
| Salomon Brothers; Kemper; Wellington Mgmt; Salomon Smith Barney | Equity Analyst (banks) | 1984–2008 (various) | Valuation/strategy focus |
| Federal Reserve Bank of Kansas City | Economic Research Associate (Monetary Policy) | Early career | Policy research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Redwood Trust, Inc. | Director | 2008–2009 | Public company board experience |
Board Governance
- Independence: Board determined Merdian is independent under NASDAQ rules; only the CEO (Arnold) and Executive Chair (Carter) are non-independent .
- Lead Independent Director: May call and preside over executive sessions, liaise with Chair/CEO, and provide input on board agendas; appointment reviewed annually by Nominating & Governance .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments (2024/anticipated post-annual meeting):
- Compensation & Succession Committee: Chair; met 12 times in 2024; engaged Meridian Compensation Consultants, with independence affirmed; fees paid $134,647 .
- Audit Committee: Member; met 10 times in 2024 .
- Nominating & Governance Committee: Member; met 9 times in 2024 .
- Executive Committee: Member .
Fixed Compensation
| Component | Company Policy/Grant | 2024 Amount |
|---|---|---|
| Company board annual cash retainer | $35,000 | $35,000 |
| Bank board annual cash retainer | $20,000 | $20,000 |
| Compensation & Succession Chair fee | $15,000 | $15,000 |
| Audit Committee member fee | $10,000 | $10,000 |
| Nominating & Governance member fee | $5,000 | $5,000 |
| Total cash fees earned | Sum of above | $85,000 |
| Annual director RSU grant (Company+Bank service) | Granted Mar 29, 2024; vests Mar 29, 2025 | $60,000 grant-date fair value |
| Unvested RSUs at 12/31/2024 | Count at year-end | 1,677 units |
Notes:
- Non-employee directors receive RSUs annually; RSUs vest after one year and are not performance-based .
- Director fees are paid quarterly in advance .
Performance Compensation
- No performance-based director compensation disclosed; RSUs are time-based vesting (one-year) without performance metrics .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Prior public company directorship | Redwood Trust, Director (2008–2009) |
| Compensation Committee interlocks | None; committee comprises independent directors; no reciprocal executive interlocks disclosed |
| Nomination history (potential influence) | Initially nominated under prior Stockholders’ Agreement by the Max Alan Hale Trusts (≥5% holders) |
| Status of nomination rights | Stockholders’ Agreement terminated Feb 21, 2025; separate representation letters continue for Aquiline, JLL, Karen Hale Young Group, Mollie Hale Carter Group (not Max Alan Hale Trusts) |
Expertise & Qualifications
- C-suite finance leadership (Redwood Trust CFO) and extensive bank sector research leadership; strengths in strategy, valuation, management assessment, and economics vs. accounting; experience in Audit and Compensation matters .
- Independent leadership as Lead Independent Director enhances oversight effectiveness .
- Committee experience across Compensation (Chair), Audit (Member), and Nominating & Governance (Member) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly/indirectly | 23,489 |
| Options exercisable within 60 days | 6,250 |
| Total beneficial ownership | 29,739 |
| Ownership as % of outstanding | <1% (less than 1%) |
| Unvested RSUs (12/31/2024) | 1,677 |
| Director stock ownership guidelines | 3x annual cash retainer as of 12/31/2024; increased to 5x in March 2025; all non-employee directors compliant as of 12/31/2024; expected compliant with increase |
| Hedging/short sales/pledging policy | Prohibited (puts/calls/shorts, hedging, margin/pledging) |
| Section 16(a) compliance (2024) | All insiders complied except a late Form 3 by JLL; no issues noted for Merdian |
Governance Assessment
- Strengths
- Independence and role as Lead Independent Director provide strong counterbalance to management; authority to convene executive sessions and shape agendas improves board oversight .
- Active engagement: Chairs Compensation (12 meetings) and serves on Audit and Nominating & Governance, indicating substantive involvement in pay, risk, and board refreshment .
- Alignment: Compliant with director ownership guidelines, annual equity grants, and strict prohibitions on hedging/pledging reduce misalignment risks .
- Pay governance: Use of independent compensation consultant (Meridian) with formal independence assessment and no conflicts improves pay-for-performance oversight .
- Potential RED FLAGS / Watch items
- Historical nomination by a significant stockholder (Max Alan Hale Trusts) under a now-terminated Stockholders’ Agreement could signal legacy influence; ongoing representation letters persist for other ≥5% holders (Aquiline, JLL, Karen Hale Young, Mollie Hale Carter groups), warranting continued monitoring of board independence dynamics .
- Director equity awards are time-based rather than performance-based; while typical for directors, it reduces explicit performance linkage versus PSU structures used for executives .
- Net assessment: Merdian’s finance and bank research expertise, independent leadership role, and multi-committee service support board effectiveness and investor confidence; monitor large-holder nomination/observer rights for potential governance influence, although her independent status and LID role mitigate risk .