Mollie H. Carter
About Mollie H. Carter
Executive Chair of FirstSun Capital Bancorp (FSUN) and Sunflower Bank since April 1, 2022; previously Chair of both boards since 1996 and President & CEO of the Company (2005–2022) and of Sunflower Bank (2005–2018) . Age 62 and a continuing Class I director with a current term expiring in 2027; she is not deemed independent given her executive role . Carter brings extensive governance and financial expertise from prior public board service at Evergy/Westar (2003–2022; Chair of Compensation & Succession) and Archer-Daniels-Midland (1996–2017), plus current service at Lockton (Nominating & Governance; Audit) and non-profit boards (NPR Foundation since 2020; Rocky Mountain Public Media since 2023) . Company performance context across recent fiscal years is below.
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $89,566,000 | $79,092,000 | $89,792,000 |
| Net Income | $59,182,000 | $103,533,000 | $75,628,000 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FirstSun Capital Bancorp | Executive Chair | 2022–present | Leads board agenda and strategy oversight; leverages extensive governance/compensation and bank regulatory experience . |
| FirstSun Capital Bancorp | President & CEO | 2005–2022 | Led growth and integration initiatives; deep financial and regulatory experience . |
| Sunflower Bank | President & CEO | 2005–2018 | Bank-level leadership, including complex regulatory and compliance environments . |
| FirstSun/Sunflower Bank | Chair of Boards | 1996–present | Long-tenured board leadership across bank and holding company . |
External Roles
| Organization | Role/Committee | Years |
|---|---|---|
| Evergy, Inc./Westar Energy | Director; Chair, Compensation & Succession Committee | 2003–2022 |
| Archer-Daniels-Midland | Director | 1996–2017 |
| Lockton Companies | Director; Nominating & Governance; Audit | Current (as of proxy) |
| NPR Foundation | Trustee | Since 2020 |
| Rocky Mountain Public Media | Director | Since 2023 |
Fixed Compensation
| Year | Base salary | Bonus | Stock awards | Non-Equity Incentive | Other comp (detail) | Total |
|---|---|---|---|---|---|---|
| 2023 | $500,000 | $0 | $0 | $0 | $24,361 (401k match $20,700; cell phone $600) | $524,361 |
| 2024 | $500,000 | $0 | $0 | $0 | $21,300 (401k match $20,700; cell phone $600) | $521,300 |
- Agreement and General Release: Effective March 24, 2022, for transition to Executive Chair; provides $500,000 base salary and eligibility for benefit/incentive programs plus provisions on key-man insurance, confidentiality, and protective covenants .
- Emerging Growth Company (EGC): FSUN uses scaled executive compensation disclosures .
Performance Compensation
- No performance-based bonus or equity awards were disclosed for Ms. Carter in 2023 or 2024 (no amounts in “Bonus,” “Stock Awards,” or “Non-Equity Incentive Plan Compensation”) .
Company LTIP metrics (context for other NEOs):
- 2021 LTIP metrics/weights: Cumulative Revenue (35%), Fee Income/Revenue (25%), Return on Assets (25%), Compound Tangible Book Value Growth (15%) .
- 2022 LTIP metrics/weights: Annual Growth in Revenues Per Share (50%), Annual Growth in Tangible Book Value Per Share (50%); board may adjust for credit risk profile and M&A to preserve intent .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,554,475 shares (9.20% of class) as of March 10, 2025; held by trusts where Carter is trustee/co‑trustee . |
| Right to acquire (60 days) | None disclosed for Carter . |
| Outstanding awards at FY-end | None for Carter as of 12/31/2024 . |
| 2024 option exercises | Exercised 196,375 options; value realized on exercise $2,998,646 . |
| Hedging/pledging | Insider Trading Policy prohibits hedging and pledging, and discourages short-term/speculative transactions . |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer (raised from 3x in March 2025); pledged or margined shares don’t count . CEO guideline: 5x salary; must retain net after-tax shares until compliant . |
| Board representation tie-in | “Mollie Hale Carter Group” retains a continuing right to nominate a director while holding ≥40% of its Feb 21, 2025 holdings (≥1,021,790 shares); group owned 2,554,475 shares at record date . |
Employment Terms
- Agreement & General Release (3/24/2022): Executive Chair role, $500,000 salary, eligibility for benefit/incentive programs, with confidentiality and protective covenants; key-man insurance provisions noted .
- Clawback: Incentive Compensation Recovery Policy applies to erroneously awarded incentive pay after “Big R” or “little r” restatements; board also retains discretionary clawback authority .
- Hedging/pledging: Prohibited by policy .
Board Governance
- Independence: Board deems all directors independent except CEO Neal Arnold and Ms. Carter (due to executive roles) .
- Committees (current/anticipated): Carter chairs the Executive Committee and serves on the Risk and Trust & Fiduciary (bank-level) Committees; she is not on Audit, Compensation & Succession, or Nominating & Governance (all-independent) .
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of meetings and last year’s annual meeting .
- Declassification: Proposal to declassify the board submitted to stockholders (Amended and Restated Certificate of Incorporation) .
- Stockholder arrangements: Legacy Stockholders’ Agreement board-nomination rights ended (July 11, 2024, on listing), fully terminated Feb 21, 2025; separate Board Representation Letter now governs certain rights including the Carter group minimum ownership condition .
- 2024 vote outcome: Carter re-elected at the March 28, 2024 annual meeting (23,938,009 for; 10,368 withheld) .
- Director fees: Inside employee-directors (including Carter) receive no additional director compensation .
Director Compensation (context for governance quality)
- Non-employee director cash retainers and chair/member fees detailed (e.g., Company director $35,000; Bank director $20,000; committee chair/member fees) and annual RSU grants vesting in one year; employee-directors are excluded from these fees .
Related Party Transactions and Policies
- Related party transaction policy aligned with FRB Sections 23A/23B and Regulation O; Audit Committee reviews related person transactions under NASDAQ/SEC rules .
- Banking relationships with directors/executives occur at market terms and ordinary course risk .
Compensation Committee Analysis
- Composition: Compensation & Succession Committee comprises independent directors; met 12 times in 2024 .
- Consultant: Meridian Compensation Partners engaged; $134,647 in 2024 fees; independence assessed with no conflict found; scope includes pay-for-performance analysis, peer group review/development, design and modeling .
Performance & Track Record (Company context)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $89,566,000 | $79,092,000 | $89,792,000 |
| Net Income | $59,182,000 | $103,533,000 | $75,628,000 |
- Section 16 compliance: Company reports insider compliance in 2024, with a single late Form 3 by an institutional holder due to EDGAR code timing (not involving Carter) .
Investment Implications
- Pay-for-performance alignment: Carter’s compensation is almost entirely fixed salary with minimal perquisites and no disclosed bonus/equity in 2023–2024, implying limited direct performance linkage for her role as Executive Chair; this places more weight on governance influence and long-term ownership for alignment .
- Ownership alignment and potential selling pressure: Carter beneficially owns 9.20% via trusts; she had no outstanding awards at year-end but exercised 196,375 options in 2024 (value realized ~$3.0M). The Board Representation Letter conditions nomination rights on maintaining a significant ownership threshold (≥1,021,790 shares), which supports continued alignment and may temper wholesale divestment risk .
- Governance risk mitigants: Although non-independent and Executive Chair, Carter is excluded from the all‑independent Audit, Compensation & Succession, and Nominating & Governance Committees; hedging/pledging prohibitions and an enforceable clawback framework further reduce governance risk .
- Disclosure posture and shareholder voice: As an EGC, FSUN provides scaled compensation disclosure, and the 2024 meeting agenda did not include a say‑on‑pay vote—investors should monitor future declassification outcomes and any expansion of shareholder advisory votes as governance evolves .