Kevin T. Hammond
About Kevin T. Hammond
Independent director of FirstSun Capital Bancorp (FSUN); age 44; joined the FSUN board in 2022 and is nominated for a new three‑year term ending in 2028. Hammond is a Managing Director at JLL Partners (joined 2004), focusing on new private equity investments and portfolio management; prior experience in merger advisory and private equity at Greenhill & Co. He previously served as a director of Pioneer Bancshares, Inc. (2016–April 2022), FC Holdings, Inc., and First Community Bank, N.A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Bancshares, Inc. | Director | 2016–Apr 2022 | Board service prior to Pioneer’s merger into FSUN |
| FC Holdings, Inc. | Director | Not disclosed | Board service (dates not disclosed) |
| First Community Bank, N.A. | Director | Not disclosed | Board service (dates not disclosed) |
| Greenhill & Co. | Merger advisory/private equity | Prior to 2004 | Transaction advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JLL Partners | Managing Director; member of management & investment committees | 2004–present | Focus on new PE investments and portfolio management |
Board Governance
- Independence: Board determined Hammond is independent under NASDAQ rules; only CEO Neal E. Arnold and Executive Chair Mollie H. Carter are non‑independent .
- Committee assignments: No current or anticipated committee memberships (Audit, Compensation & Succession, Nominating & Governance, Risk, Trust & Fiduciary, Executive) .
- Attendance: FSUN’s board met 12 times in 2024; each director attended at least 75% of board and committee meetings .
- Lead Independent Director: Diane L. Merdian serves as Lead Independent Director; presides over executive sessions of independent directors .
- Governance improvements: 2025 proxy proposes declassifying the board, eliminating supermajority requirements, and empowering stockholders to amend bylaws by majority—signals stronger shareholder rights if approved .
Fixed Compensation (Director)
| Year | Cash Fees (Company) | Cash Fees (Bank) | Committee/Chair Fees | Total Cash | RSU Grant Fair Value | Total Compensation |
|---|---|---|---|---|---|---|
| 2024 | $35,000 | $0 | $0 | $35,000 | $40,000 (RSUs vest 3/29/2025) | $75,000 |
- Director equity awards: Non‑employee directors received RSUs granted 3/29/2024, vesting 3/29/2025; Hammond held 1,118 unvested RSUs at 12/31/2024 .
Performance Compensation (Director)
- Structure: Director RSUs are time‑based, vesting on the first anniversary; no disclosed performance metrics for director equity awards . | Award Type | Grant Date | Vesting | Units/Fair Value | |---|---|---|---| | RSUs (Company board service) | 03/29/2024 | 03/29/2025 | 1,118 unvested units at 12/31/2024; $40,000 grant‑date fair value |
Other Directorships & Interlocks
| Entity | Relationship/Role | Tenure/Status | Interlock/Ownership Link |
|---|---|---|---|
| JLL/FCH Holdings I, LLC | Nominated Hammond as Class II director nominee | Ongoing nomination rights via Board Representation Letter | JLL beneficially owns 3,484,376 FSUN shares (12.70%); continues nomination right while holding ≥1,393,750 shares (40% of 2/21/2025 holdings) |
| Significant Stockholders | Prior Stockholders’ Agreement nomination rights (terminated 2/21/2025) | Terminated | JLL and other groups previously held board nomination rights; now replaced by bilateral board representation letters for certain ≥5% holders |
Expertise & Qualifications
- Private equity investing, portfolio oversight, and transaction execution (JLL Partners); prior M&A advisory at Greenhill & Co.
- Extensive corporate board experience (Pioneer, FC Holdings, First Community Bank, N.A.)
- Board nomination by a major FSUN shareholder (JLL/FCH), indicating investor seat representation experience
Equity Ownership
| Metric | As of 12/31/2024 | As of 03/10/2025 |
|---|---|---|
| Direct shares owned | Not disclosed | 0 |
| RSUs unvested (time‑based) | 1,118 | Not disclosed |
| Options (exercisable/unexercisable) | 0/0 (no director options disclosed) | 0/0 |
| Rights to acquire within 60 days | Not disclosed | 0 |
| Percent of class | Not disclosed | <1% (row shows no holdings; group footnote marks <1%) |
- Director stock ownership guidelines: Raised from 3× annual cash retainer to 5× in March 2025; all non‑employee directors were in compliance as of 12/31/2024 (guidelines count unvested time‑based RSUs; pledging/margin accounts do not count) .
- Hedging/pledging: Prohibited for directors under FSUN’s Insider Trading Policy .
Governance Assessment
- Strengths
- Independent status; at least 75% attendance; presence of Lead Independent Director; movement to declassify board and reduce supermajority constraints enhances accountability .
- Director ownership guidelines tightened to 5× annual cash retainer, with retention of all net after‑tax shares until compliance—supports alignment; prohibition on hedging/pledging reduces misalignment risk .
- Concerns / RED FLAGS
- JLL nomination and continuing board representation rights tie Hammond’s seat to a 12.70% shareholder; potential perceived conflict of interest despite formal independence (risk of investor‑aligned vs. broad shareholder representation) .
- No committee assignments (Audit, Compensation, Nominating, Risk, Trust/Executive), limiting direct oversight impact on key governance levers (audit, pay, nominations) .
- Beneficial ownership table shows no direct share ownership or near‑term rights to acquire as of 3/10/2025, which may appear as low “skin‑in‑the‑game” despite RSU grants and guideline compliance at 12/31/2024 (context: guidelines include unvested time‑based RSUs) .
Overall, Hammond brings deep investment and transaction expertise and represents the interests of a major stockholder (JLL), but the absence of committee roles and the nomination interlock warrant monitoring for potential conflicts and board effectiveness implications .