Laura J. Frazier
About Laura J. Frazier
Executive Vice President and Chief Administrative Officer of FirstSun Capital Bancorp and Sunflower Bank since 2020; joined the Bank in 2013 as Human Resources Director, became Chief Human Resources Officer in 2016, and advanced to her current role in 2020 . She is a named executive officer in the company’s 2025 proxy statement . Prior to FirstSun, she spent 2010–2013 as Deputy Director of Human Resources and 2002–2010 as Director of Labor Relations at the Ohio Department of Developmental Disabilities .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FirstSun Capital Bancorp / Sunflower Bank | Executive Vice President, Chief Administrative Officer | 2020–Present | Oversees administrative and human capital functions supporting bank growth and governance . |
| FirstSun Capital Bancorp / Sunflower Bank | Chief Human Resources Officer | 2016–2020 | Led enterprise HR, compensation, and talent programs . |
| Sunflower Bank | Human Resources Director | 2013–2016 | Built foundational HR processes post-integration . |
| Ohio Dept. of Developmental Disabilities | Deputy Director of Human Resources | 2010–2013 | Senior HR leadership for a large public-sector workforce . |
| Ohio Dept. of Developmental Disabilities | Director of Labor Relations | 2002–2010 | Led labor relations strategy and negotiations . |
External Roles
- None disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $365,000 | $382,424 |
| Annual bonus paid ($) | $338,688 | $338,903 |
| Stock awards – grant date fair value ($) | $180,012 | $1,210,020 |
| Non-equity incentive plan compensation ($) | $338,688 (2020 LTIP payout) | $306,300 (2021 LTIP payout) |
| All other compensation ($) | $20,400 | $21,300 |
| Total compensation ($) | $1,242,788 | $2,258,947 |
- Note: 2024 stock awards include a special restricted stock grant ($1,000,020) contingent on closing the HomeStreet merger; upon deal termination these awards were canceled (no shares vested/issued) .
- Annual bonus program funds based on corporate metrics (noninterest income, net income, total deposits, ROA, ROTCE), with individual performance weighting: culture 15%, talent 35%, individual goals 50% .
- For executives with bonus ≥25% of target, 20% of the bonus is automatically deferred into the Deferred Compensation Plan and subject to a two-year clawback and forfeiture upon termination .
Performance Compensation
Annual Bonus Framework (Operational)
| Component | Weighting | Notes |
|---|---|---|
| Corporate metrics: noninterest income, net income, total deposits, ROA, ROTCE | Pool funding basis | Pool sized by performance vs goals . |
| Individual metrics: culture | 15% | Assessment by Compensation & Succession Committee . |
| Individual metrics: talent management | 35% | |
| Individual metrics: individual goals | 50% |
Long-Term Incentive Plans (PSUs and Cash) – Design and Metrics
- Bank performance metrics for PSU/cash LTIPs: 50% Annual Growth in Revenues Per Share; 50% Annual Growth in Tangible Book Value Per Share; board may reduce outcomes by up to 50% if credit risk profile deteriorates; equitable adjustments allowed for M&A/restructuring .
| LTIP Year | Award type | Threshold | Target | Stretch | Performance period end | Payout timing |
|---|---|---|---|---|---|---|
| 2022 | PSUs (units) | 2,686 | 5,373 | 8,059 | 3-year period (2022 cohort) | Within 45 days after period end |
| 2022 | Cash ($) | $60,000 | $120,000 | $180,000 | 3-year period (2022 cohort) | Within 45 days after period end |
| 2023 | PSUs (units) | 3,214 | 6,429 | 9,643 | 3-year period (2023 cohort) | Within 45 days after period end |
| 2023 | Cash ($) | $60,000 | $120,000 | $180,000 | 3-year period (2023 cohort) | Within 45 days after period end |
| 2024 | PSUs (units) | 2,958 | 5,915 | 8,873 | 3-year period (2024 cohort) | Within 45 days after period end |
| 2024 | Cash ($) | $70,000 | $140,000 | $210,000 | 3-year period (2024 cohort) | Within 45 days after period end |
Completed LTIP Payout
| LTIP | Payout ($) | Notes |
|---|---|---|
| 2021 LTIP (cash formula) | $306,300 | Based on cumulative revenue, fee income/revenue, ROA, and compound tangible book value growth; period ended 3/31/2024; paid in Q2’24; also subject to the plan’s individual and team factors . |
PSU Vesting Calendar (subject to performance)
| Grant cohort | Units | Vesting date |
|---|---|---|
| 2022 LTIP PSUs | 5,373 | April 29, 2025 |
| 2023 LTIP PSUs | 6,429 | March 31, 2026 |
| 2024 LTIP PSUs | 5,915 | March 31, 2027 |
Equity Ownership & Alignment
| Category | Value |
|---|---|
| Shares owned (direct/indirect) | 900 |
| Options exercisable (within 60 days) | 55,514 |
| Total beneficial ownership | 56,414 |
| Ownership as % of outstanding | <1% (denoted “*” in proxy) |
| Options exercise price | $19.72 |
| Options expiration | July 20, 2027 |
| Options vesting status | All executive stock options currently fully vested per plan terms |
| Unvested PSUs outstanding | 17,717 units (sum of 5,373 + 6,429 + 5,915) |
| Hedging/pledging | Prohibited (no margin accounts, pledging, or derivatives) |
- Stock ownership guidelines are explicitly stated for the CEO (5x salary) and for non-employee directors; executive-officer guidelines beyond the CEO are not disclosed in the proxy .
Employment Terms
- Change-in-control severance: Double-trigger; if terminated without cause or for good reason within one year post-CIC, Ms. Frazier is entitled to lump-sum severance equal to 24 months of base salary plus target annual bonus, plus 18 months of COBRA premiums, and full vesting of unvested options and other equity-based awards per award terms; amounts subject to 280G cutback for best-net benefit .
- LTIP treatment outside CIC: For retirement, death, disability, or involuntary termination without cause before the 3rd anniversary of grant, awards vest pro rata by completed plan years; PSU vesting for other executives (CEO/CFO) has additional protections not applicable here; Ms. Frazier’s CIC agreement preserves full vesting per award terms in CIC contexts .
- Deferred Compensation Plan: Executives may defer salary/bonus; auto-deferral of 20% applies when bonus is ≥25% of target; deferrals within two years prior to termination are subject to clawback/forfeiture; accounts track selected investment options; distribution upon CIC, termination, retirement, death, disability, or specified date per election (subject to 409A) .
- Clawback: Company-wide incentive-compensation recovery policy triggers for “Big R” and “little r” restatements; board retains discretion to claw back even absent a restatement .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy, reducing alignment and margin-call risks .
- Special awards: 2024 special restricted stock grants tied to the proposed HomeStreet merger were canceled when the deal terminated, avoiding windfall vesting; notable governance safeguard .
- Ownership concentration: Individual beneficial ownership <1% suggests lower direct “skin in the game”; however, meaningful PSU exposure and outstanding options create performance sensitivity .
Investment Implications
- Pay-for-performance alignment: Long-term incentives are weighted 50% growth in Revenues/Share and 50% growth in Tangible Book Value/Share with three-year performance periods, directly tying value to profitable growth and balance-sheet compounding; board retains downside adjustment authority for credit risk .
- Near-term selling pressure: PSU vestings in 2025 (5,373), 2026 (6,429), and 2027 (5,915) plus a 2027 option expiration at $19.72 create potential windows of insider liquidity; prohibitions on pledging/hedging may limit forced liquidity events .
- CIC retention economics: Double-trigger CIC protection of 2x salary+bonus and full equity vesting provide M&A continuity but also reduce exit frictions; absence of a disclosed non-CIC employment agreement for Ms. Frazier suggests limited severance outside CIC, a moderate retention risk if market demand is high .
- Governance signal: Cancellation of 2024 transaction-contingent equity following deal termination indicates the committee is willing to avoid non-performance-based payouts, supportive for shareholders .
- Cash vs. equity mix trend: 2024 total comp uplift was driven by reported stock awards that were contingent and canceled; underlying realized pay was anchored by salary and bonus (bonus ~89% of base), plus 2021 LTIP cash payout, suggesting realized pay remained tied to multi-year performance rather than one-off equity windfalls .