John S. Fleshood
About John S. Fleshood
Independent Class III director of FirstSun Capital Bancorp (FSUN); age 62; appointed March 5, 2025 to fill a vacancy with a term ending in 2026. He is Executive Vice President and Chief Operating Officer of TriCo Bancshares (plans to retire in December 2025) and previously served as EVP and Chief Risk Officer at Wintrust Financial Corporation, CFO of the Chicago affiliate of Fifth Third Bank, and VP/Treasury Manager at Fifth Third Bank—bringing enterprise risk, CFO/treasury, and M&A/organic growth credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriCo Bancshares | EVP & Chief Operating Officer | 2016–Dec 2025 (planned retirement) | Senior operating leadership at bank holding company |
| Wintrust Financial Corporation | EVP & Chief Risk Officer | 2005–2016 | Enterprise risk leadership at financial holding company |
| Fifth Third Bank (Chicago affiliate) | Senior Vice President & Chief Financial Officer | 2001–2005 | CFO responsibilities in Chicago market |
| Fifth Third Bank | Vice President & Treasury Division Manager | 1992–2001 | Treasury management and capital markets oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriCo Bancshares | EVP & Chief Operating Officer | 2016–Dec 2025 (planned retirement) | Active C‑suite executive at another bank holding company |
Board Governance
- Independence: The board determined all directors and nominees are independent under NASDAQ rules except the CEO (Arnold) and Executive Chair (Carter); Fleshood is independent.
- Committee assignments: Chair, Nominating & Governance; Member, Executive Committee (current and anticipated post-annual meeting).
- Board attendance standard: Board met 12 times in 2024; all then‑serving directors attended at least 75% of board and committee meetings; annual meeting attendance is expected (Fleshood joined in March 2025).
- Lead Independent Director: Diane L. Merdian serves as Lead Independent Director and presides over executive sessions of independent directors.
| Committee | Role (as of Mar 21, 2025) | Role (anticipated post‑annual meeting) |
|---|---|---|
| Nominating & Governance | Chair | Chair |
| Executive | Member | Member |
| Audit | Not assigned | Not assigned |
| Compensation & Succession | Not assigned | Not assigned |
| Risk | Not assigned | Not assigned |
| Trust & Fiduciary (Bank) | Not assigned | Not assigned |
The Nominating & Governance Committee reviews independence, recommends director nominees, and oversees governance policies; it met 9 times in 2024.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Company director fee (cash) | $35,000 per year | $8,750 quarterly |
| Bank director fee (cash) | $20,000 per year | $5,000 quarterly |
| Audit Chair fee (cash) | $20,000 per year | Paid to Ms. Elving in 2024 |
| Compensation & Succession Chair fee (cash) | $15,000 per year | Paid to Ms. Merdian in 2024 |
| Nominating & Governance Chair fee (cash) | $10,000 per year | Paid to Mr. Levy in 2024 |
| Risk Chair fee (cash) | $15,000 per year | Paid to Ms. Cunningham in 2024 |
| Audit member fee (cash) | $10,000 per year | Non‑chair members |
| Compensation & Succession member fee (cash) | $7,500 per year | Non‑chair members |
| Nominating & Governance member fee (cash) | $5,000 per year | Non‑chair members |
| Risk member fee (cash) | $7,500 per year | Non‑chair members |
| Fleshood – 2024 director comp | $0 | Joined Mar 5, 2025; no 2024 fees/awards |
Performance Compensation
| Program Feature | Detail |
|---|---|
| Annual director equity | Restricted stock units (RSUs) |
| 2024 grant date | March 29, 2024 (vests March 29, 2025) |
| 2024 award value | $60,000 for directors serving on both Company and Bank boards; $40,000 for Company‑only directors |
| Vesting | Time‑based, first anniversary of grant date |
Fleshood did not receive 2024 RSUs; his service began in March 2025.
Other Directorships & Interlocks
| Company | Role | Overlap/Counterparty | Potential Interlock Notes |
|---|---|---|---|
| TriCo Bancshares | EVP & COO | Banking | Concurrent senior executive role at another bank may create information‑flow and time‑commitment considerations; independence at FSUN remains intact under NASDAQ rules. |
Expertise & Qualifications
- Enterprise risk leadership; former Chief Risk Officer at a public financial holding company.
- CFO and treasury management experience at Fifth Third (Chicago affiliate and Treasury division).
- M&A and organic growth execution; senior operations at multiple banking institutions.
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total | % of Class |
|---|---|---|---|---|
| John S. Fleshood | 0 | 0 | 0 | <1% (*) |
Director ownership guidelines: as of Dec 31, 2024, non‑employee directors were required to hold ≥3× annual cash retainer; increased to ≥5× in March 2025; must hold 100% of net‑after‑tax shares until compliant. Unexercised options and unvested performance‑based stock do not count; shares in margin accounts or pledged as collateral do not count.
Hedging/pledging prohibited (including short sales, options, collars, margin accounts).
Governance Assessment
- Positive signals: Independent director; Chair of Nominating & Governance and member of Executive Committee—positions central to board composition, independence reviews, and governance policy oversight.
- Alignment policies: Board‑wide stock ownership guideline increased to 5× cash retainer in March 2025; strict prohibitions on hedging/pledging support alignment and risk control.
- Attendance culture: Board met 12 times in 2024; all then‑serving directors met ≥75% attendance; annual meeting attendance expected, reinforcing engagement norms (Fleshood appointed in 2025).
- Potential RED FLAGS to monitor: No disclosed beneficial ownership as of March 10, 2025 (new appointee)—watch for timely accumulation to meet enhanced ownership guidelines; concurrent C‑suite role at TriCo Bancshares may raise information‑flow/commitment considerations typical of cross‑institution roles in banking.
- Related‑party/structural context: No Fleshood‑specific related‑party transactions disclosed; Company maintains Audit Committee review of related‑party transactions and has terminated historical stockholder nomination agreement, replacing it with limited board‑representation letters tied to ownership thresholds (overall governance simplification).