Jennifer L. Norris
Executive Vice President and Chief Credit Officer; Chief Operating Officer (Sunflower Bank) at FIRSTSUN CAPITAL BANCORP
Executive
About Jennifer L. Norris
Jennifer L. Norris serves as Executive Vice President and Chief Credit Officer of FirstSun Capital Bancorp and Sunflower Bank (since 2020) and additionally as Chief Operating Officer of Sunflower Bank (since November 2024); she holds the Chartered Financial Analyst (CFA) designation . As disclosed in the FY 2023 10-K, she was age 50 at that time (with prior disclosures showing 49 in 2022 and 48 in 2021) . Before FSUN, she spent 1997–2020 in credit management and leadership roles at Wells Fargo and predecessor Wachovia, including senior roles in the Credit Resolution Group . Company performance context relevant to LTIP metrics appears below.
FSUN Revenues (context for performance period)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $148,385,000* | $124,244,000 | $89,566,000 | $79,092,000 | $89,792,000 |
Values retrieved from S&P Global for cells marked with *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo Bank (and predecessor Wachovia Bank) | Various credit management and leadership roles; Loan Team Manager, Credit Resolution Group (SVP) | 1997–2019/2020 | Led workout/credit resolution teams and enterprise credit risk management |
| Specialized Industries Risk Management (within Wells Fargo/Wachovia) | Vice President, Credit Products Manager | 2001–2004 | Sector-specific credit underwriting and risk oversight |
External Roles
- No external public-company directorships or committee roles disclosed for Norris in company filings .
Fixed Compensation
- Norris was not a “named executive officer” (NEO) in the 2024 proxy; FSUN provides scaled disclosure as an Emerging Growth Company, so her base salary, target bonus %, and bonus paid are not disclosed .
Performance Compensation
FSUN’s executive incentive architecture uses multi-year Long-Term Incentive Plans (LTIPs) with company performance metrics; awards are described for NEOs, and plan mechanics/policies apply at the executive level generally (Norris’s specific awards are not disclosed) .
2021 LTIP – Bank Performance Metrics (cash LTIP design)
| Metric | Weighting | Definition |
|---|---|---|
| Cumulative Revenue | 35% | Cumulative net interest income plus adjusted noninterest income over the performance period |
| Fee Income / Revenue | 25% | Cumulative adjusted noninterest income divided by cumulative revenue; excludes extraordinary items |
| Return on Assets | 25% | Average of annual net income divided by average assets over the period |
| Compound Tangible Book Value Growth | 15% | Growth in tangible book value (not per share) over the period |
2024 LTIP – PSU Bank Performance Measures (equity LTIP design)
| Metric | Weighting | Definition |
|---|---|---|
| Annual Growth in Revenues Per Share | 50% | Net interest income + total noninterest income on a fully diluted share equivalent |
| Annual Growth in Tangible Book Value Per Share | 50% | Equity (ex-AOCI) less goodwill/intangibles; excludes impact of cash dividends |
- The board may cut LTIP metrics by up to 50% if the credit risk profile deteriorates vs peers; and may adjust for M&A to preserve original intent .
- FSUN adopts a broad clawback policy requiring recovery of erroneously awarded incentive-based compensation for “Big R” and “little r” restatements; the board may also claw back at its discretion even absent restatement . Deferred compensation amounts deferred within two years prior to termination are subject to clawback/forfeiture under plan rules .
Equity Ownership & Alignment
| Holder | Direct Shares | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Jennifer L. Norris | — | 67,140 | 67,140 | <1% (*) |
- Hedging, short sales, options trading in company stock, margin accounts, and pledging of company securities are prohibited for directors, officers, and employees, strengthening alignment and reducing hedging/pledging risk .
- CEO stock ownership guideline: 5x base salary, with 100% of net after-tax acquired shares held until compliance; unexercised options and unvested performance-based RSUs do not count toward compliance (CEO currently in compliance). Director guidelines increased from 3x to 5x annual cash retainer in March 2025; pledged/margin shares do not count . No specific officer ownership multiple for Norris is disclosed .
Employment Terms
| Item | Term |
|---|---|
| FSUN Roles | EVP & Chief Credit Officer (since 2020); COO of Sunflower Bank (since Nov 2024) |
| Expanded Oversight | Added oversight of Banking Operations and Enterprise Risk Management in Oct 2022 |
| Employment Agreement | Specific employment/severance terms disclosed for CEO/CFO; no individual employment agreement details disclosed for Norris |
| Equity Options – General Terms | Executive officer options vest ratably over four years and are currently vested; post-termination, vested options generally remain exercisable for limited periods; change-in-control may result in cash-out or limited exercise windows unless assumed/substituted |
| Time-Based RSUs – 2025 Form | Board approved a new time-based RSU award form for executive officers under the 2022 LTIP; time-vests over specified years; acceleration on retirement/death/disability/involuntary termination without cause; in change-in-control, immediate vesting unless award is continued, in which case double-trigger applies (accelerates upon involuntary termination within one year post-CIC) |
| 10b5-1 Trading Arrangements | No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q4 2024 |
Investment Implications
- Alignment: Norris’s beneficial ownership is below 1% with 67,140 shares via rights to acquire within 60 days; FSUN prohibits hedging and pledging, which reduces misalignment and selling pressure risk from margin calls .
- Retention/vesting risk: Executive officer options are fully vested and subject to post-termination exercise windows; the 2025 RSU award form provides time-based vesting and double-trigger acceleration if awards are continued in a change-in-control—monitor future proxies and 8-Ks for RSU grants to Norris and any vesting-related Form 4 activity .
- Incentive design vs performance: LTIP metrics emphasize revenue per share and tangible book value per share growth, with board discretion to reduce payout if credit risk deteriorates—consistent with Norris’s credit and operations oversight; investors should track these KPIs and peer credit metrics as potential payout governors .
- Disclosure gaps: As an Emerging Growth Company, FSUN does not disclose Norris’s salary/bonus or specific PSU/RSU awards, limiting direct pay-for-performance analysis; focus instead on plan mechanics, ownership, and role expansion in 2024–2025 .