Isabella Cunningham
About Isabella Cunningham
Independent Class I director (age 82) serving on FirstSun Capital Bancorp’s board since April 1, 2022 via the Pioneer Bancshares merger; prior director at Pioneer (2013–2022) and Viad Corp (2006–2019), and a nationally recognized advertising and intellectual property academic holding the Stan Richards Chair at The University of Texas at Austin and Academic Director of the Tower Fellows Program . She is independent under NASDAQ rules (all directors except the CEO and Executive Chair), and met the Company’s attendance expectations in 2024 (≥75% of board and committee meetings; board met 12 times) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Pioneer Bancshares, Inc. | Director (and director of Pioneer Bank) | 2013–Apr 2022 | Served until merger into FirstSun (effective Apr 1, 2022) . |
| Viad Corp (NYSE:VVI) | Director | 2006–2019 | Corporate Governance & Nominating Committee; Human Resources Committee . |
| Univ. of Texas at Austin – Stan Richards School | Director of the School (retired from Director role) | To 2014 | Institutional leadership; continued academic service thereafter . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Univ. of Texas at Austin | Stan Richards Chair in Advertising & Public Relations | Current | Academic leadership; national expertise in advertising/IP . |
| Univ. of Texas at Austin | Academic Director, Tower Fellows Program | Current | Program leadership; ongoing academic committees and School Budget Council; Executive Council of Latin American Studies School . |
| Non-profit/Academic Boards | St. Edward’s Board of Trustees; National Museum of Natural History (Smithsonian); Susan G. Komen Breast Cancer Foundation | Prior/Current as disclosed | Governance service at prominent institutions . |
Board Governance
- Independence: Independent director under NASDAQ rules (all directors except Mr. Arnold and Ms. Carter are independent) .
- Attendance and engagement: Board met 12 times in 2024; each director attended ≥75% of board and applicable committee meetings .
- Committee leadership and memberships (Company and Bank):
- Risk Committee Chair; Audit Committee member; Compensation & Succession Committee member; Nominating & Governance Committee member; Trust & Fiduciary Committee member (Bank); Executive Committee member .
- 2024 committee meeting cadence: Audit (10), Compensation & Succession (12), Nominating & Governance (9) .
- Lead Independent Director: Diane L. Merdian designated as LID; presides over executive sessions and supports agenda-setting (context for overall board independence) .
- Board reform initiatives: 2025 proxy proposes declassifying the board (aligns with governance best practices), among other shareholder-rights changes; the board recommended “FOR” on all governance proposals .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $73,125 | Actual cash paid for 2024 service . |
| RSU Stock Awards (Grant-date fair value) | $60,000 | Annual RSUs; grant date Mar 29, 2024; vest Mar 29, 2025 . |
| Total | $133,125 | Sum of cash and stock . |
- Standard director fee schedule (for context; paid quarterly in advance): Company director $35,000; Bank director $20,000; Committee chair fees: 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
| Award Type | Grant Date | Units / Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director RSUs (Company and Bank boards) | Mar 29, 2024 | 1,677 unvested RSUs at 12/31/2024 | Time-based; vest on Mar 29, 2025 | None (time-based only) . |
Director equity for non-employee directors is time-based RSUs; no performance conditions disclosed for director grants in 2024 .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks / Nomination Rights |
|---|---|---|---|
| Viad Corp | Director | 2006–2019 | Committees: Corporate Governance & Nominating; Human Resources . |
| Pioneer Bancshares / Pioneer Bank | Director | 2013–2022 | Joined FirstSun board upon Pioneer merger; no Significant Stockholder nomination noted for Cunningham . |
- Significant Stockholder nomination context: Certain directors were previously nominated via a Stockholders’ Agreement (terminated July 11, 2024; fully terminated Feb 21, 2025), but Cunningham is not among those named as nominated by Significant Stockholders (reduces interlock/conflict risk) .
- Post-termination board representation letters persisted for specific holders (Aquiline, JLL/FCH, Karen Hale Young Group, Mollie Hale Carter Group), but unrelated to Cunningham’s seat; Aquiline’s representation letter was later terminated, and its designee resigned (board stability context) .
Expertise & Qualifications
- Nationally recognized expert in advertising and intellectual property; extensive academic leadership at UT Austin including Stan Richards Chair and Tower Fellows Program governance .
- 30+ years of board service across public/private and non-profit institutions; deep governance experience through committee roles at Viad (CG&N; HR) and prior Pioneer board service .
- Ongoing academic committee participation and budget oversight experience enhances risk and governance acumen for banking oversight .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 63,112 | As of Mar 10, 2025; less than 1% of class . |
| Ownership % of Outstanding | <1% | Calculated on 27,753,918 shares outstanding . |
| Unvested RSUs (12/31/2024) | 1,677 | Reflects 2024 director grants; time-based vesting . |
| Options (exercisable/unexercisable) | None | No options reported for Cunningham . |
- Director stock ownership guidelines: Increased in March 2025 to at least 5× combined Company and Bank annual cash retainer (from 3×); unexercised options and unvested performance-based restricted stock do not count; time-based restricted stock does count; all non-employee directors were in compliance as of Dec 31, 2024 .
- Prohibitions on hedging/pledging/margin: Company policy prohibits hedging, short sales, and pledging or holding shares in margin accounts (alignment safeguard) .
Governance Assessment
- Committee effectiveness: As Risk Committee Chair with concurrent membership on Audit, Compensation & Succession, and Nominating & Governance, Cunningham sits at the nexus of risk, financial reporting, and human capital oversight—material for a bank’s risk and control framework .
- Independence and attendance: Independent status and ≥75% attendance in 2024 underpin board effectiveness; participation across key committees aligns with best practices for independent oversight .
- Ownership alignment: Meaningful share ownership (63,112 shares) plus annual RSUs and stringent director ownership guidelines (5× retainer) support “skin-in-the-game” and alignment; hedging/pledging prohibitions further reduce misalignment risks .
- Conflicts/interlocks: Not nominated by Significant Stockholders; no related-party transactions disclosed involving Cunningham; the legacy Stockholders’ Agreement has been terminated, lowering structural conflict risk .
- Board reform signals: Management-supported declassification and removal of supermajority requirements signal responsiveness to shareholder governance norms (positive for investor confidence) .
RED FLAGS: None disclosed specific to Cunningham—no pledging, no hedging, no related-party transactions, and no Section 16(a) delinquencies attributed to her; note age (82) as a succession planning consideration for sustained committee leadership depth in risk oversight .