Neal E. Arnold
Chief Executive Officer and President; Chief Operating Officer (FirstSun) at FIRSTSUN CAPITAL BANCORP
CEO
Executive
Board
About Neal E. Arnold
Neal E. Arnold is President and Chief Executive Officer of FirstSun Capital Bancorp and Sunflower Bank and Chief Operating Officer of FirstSun; he was appointed Company CEO on April 1, 2022 and has served as Sunflower Bank’s CEO and FirstSun’s COO since 2018; he is also a Class II director and has served on the board since 2017 (age 65) . His prior career includes CFO and Executive Vice President roles at Fifth Third Bancorp and Fifth Third Bank (1997–2005), earlier Treasurer and Senior VP roles at Fifth Third, and CFO/COO at Midwestern Community Bank (1980–1989); he has 30+ years of regulatory compliance consulting engagements for bank boards . Performance-linked pay relies on growth in revenues per share and tangible book value per share (50/50 weighting) in current LTIPs, and on cumulative revenue, fee mix, ROA, and compound tangible book value growth under the 2021 LTIP .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fifth Third Bancorp / Fifth Third Bank | Chief Financial Officer; Executive Vice President; Treasurer; Senior Vice President | 1997–2005 (CFO/EVP); earlier roles prior to 1997 | Large public-company CFO experience; deep banking finance and operations |
| Midwestern Community Bank | Chief Financial Officer and Chief Operating Officer | 1980–1989 | Bank operating leadership |
| Various bank boards (consulting) | Regulatory compliance consulting | 30+ years | Numerous board-level regulatory engagements |
External Roles
No public company board memberships for Arnold are noted in his proxy biography .
Board Governance
- Board service: Class II director nominee; director since 2017 .
- Committee roles: Executive Committee member only; not on Audit, Compensation & Succession, Nominating & Governance, Risk, or Trust & Fiduciary committees .
- Independence: Not independent (executive officer); the board’s committees are comprised of independent directors .
- Board leadership: Roles of Executive Chair and CEO are separate; a Lead Independent Director (Diane L. Merdian) leads executive sessions and independent oversight .
- Director pay: Inside employee-directors receive no additional director compensation .
- Attendance: The board met 12 times in 2024; each director attended at least 75% of board and committee meetings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $800,000 | $800,000 |
| Target Bonus (% of base) | 100% | 100% |
| Actual Annual Bonus Paid | $761,600 | $928,500 (≈116% of base) |
| All Other Compensation (401k match + cell phone) | $20,400 | $21,300 |
Notes: 20% of annual bonuses ≥25% of target are deferred into the Deferred Compensation Plan for two years and subject to clawback and forfeiture on termination .
Performance Compensation
Annual Bonus Program (2023–2024)
| Component | Weighting/Design | Targets/Notes | Payout mechanics |
|---|---|---|---|
| Corporate performance metrics | Noninterest income, net income, total deposits, ROA, ROTCE | Set annually by board/CEO for pool funding | Funds pool; executive payout depends on individual metrics |
| Individual metrics | Culture 15%; Talent management 35%; Individual goals 50% | Defined by Compensation & Succession Committee | Determines individual award; 20% deferral if ≥25% of target |
Long-Term Incentive Plan (PSUs; three-year performance periods)
| Award Year | Metric | Weighting | Threshold Units | Target Units | Stretch Units | Vesting/Settlement | Payout formula |
|---|---|---|---|---|---|---|---|
| 2022 PSU | Revenues per share growth; Tangible book value per share growth | 50% / 50% | 20,896 | 41,791 | 62,687 | Vests on 3rd anniversary (Apr 29, 2025) | 50%/100%/150% of Target Units for threshold/target/stretch |
| 2023 PSU | Revenues per share growth; Tangible book value per share growth | 50% / 50% | 25,000 | 50,000 | 75,000 | Vests on 3rd anniversary (Mar 31, 2026) | 50%/100%/150% of Target Units |
| 2024 PSU | Revenues per share growth; Tangible book value per share growth | 50% / 50% | 21,831 | 43,662 | 65,493 | Vests on 3rd anniversary (Mar 31, 2027) | 50%/100%/150% of Target Units |
- Settlement: PSUs pay in shares within 45 days after the three-year performance period; continued employment required, subject to exceptions .
- Change-in-control adjustments may be made to preserve intent if transactions impact performance; awards can be reduced up to 50% if credit risk profile deteriorates vs peers .
Cash LTIP and 2021 LTIP Outcomes
| Plan | Target Value | Metrics | Realized Payout | Period end / Payment timing |
|---|---|---|---|---|
| 2021 LTIP (cash) | $1,000,000 | Cumulative revenue (35%); Fee income/revenue (25%); ROA (25%); Compound TBV growth (15%); payout = Target × Bank Metrics × (Individual Performance + Team Factor 0.50) | $1,021,000 | Performance ended Mar 31, 2024; paid Q2 2024 |
Special Restricted Stock (2024; cancelled)
| Grant | Grant-date fair value | Condition | Outcome |
|---|---|---|---|
| HomeStreet merger-contingent restricted stock | $4,000,010 | Vesting conditioned on closing of HomeStreet merger | Merger terminated; awards cancelled with no shares vesting |
Stock Options
| Instrument | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| Initial option grant (Jan 31, 2018) | 187,590 exercisable | $20.49 | Feb 14, 2028 | All outstanding options are fully vested; exercisable terms subject to employment agreement provisions |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares owned directly (as of Mar 10, 2025) | 232,348 |
| Options exercisable within 60 days | 187,590 |
| Total beneficial ownership (shares + rights) | 419,938 |
| Percent of class | 1.50% |
| Unvested PSUs (all awards) | 135,453 units; market value $5,424,893 |
| CEO stock ownership guideline | ≥5× base salary; CEO currently in compliance |
| Hedging/shorting/pledging/margin accounts | Prohibited for directors, officers, employees |
Vesting calendar and potential selling pressure indicators:
- PSUs vest on Apr 29, 2025 (41,791 units), Mar 31, 2026 (50,000 units), and Mar 31, 2027 (43,662 units), subject to performance .
- Options expire Feb 14, 2028; employment agreement allows an election to cancel initial options for cash equal to intrinsic value upon qualifying terminations, or 18-month post-termination exercise window .
Employment Terms
| Term | Key provision |
|---|---|
| Agreement dates & renewal | Effective Jan 16, 2018; amended Feb 21, 2019; amended & restated Mar 24, 2022; amended Mar 14, 2023; auto-renews annually on Jan 16 unless 90-day prior non-renewal notice |
| Base salary | $800,000; annually reviewed; may be increased, not decreased |
| Annual bonus | Target 100% of base; 20% of any earned bonus credited to Deferred Compensation Plan |
| Equity/LTIP eligibility | Eligible for PSUs and LTIPs per Compensation Committee |
| Non-compete / Non-solicit | 24 months post-termination; broad scope covering markets where the Bank operates; restrictions on soliciting business, employees, and encouraging business reduction |
| Severance (without Cause or for Good Reason) | Lump sum target bonus for year of termination (100% of base) within 30 days; lump sum within 65 days equal to 24 months base salary + 24 months target bonus + 18 months COBRA; full vesting of Deferred Compensation |
| Equity acceleration on termination | Full vesting of options and other incentive/equity awards; PSUs vesting based on performance achieved as of termination; if not objectively measurable, vest at the greater of 100% target or level achieved through last practicable date |
| Options cash-out right | Right to elect cancellation of initial option grant for cash equal to spread at election; otherwise options remain exercisable 18 months post-termination or until original expiry |
| 280G (golden parachute) | Cutback provision to avoid excise tax if reduction yields better net outcome for executive |
| Clawback policy | Complies with SEC/Nasdaq; applies to Big R and little r restatements; board discretion to claw back incentive comp |
| Deferred Compensation Plan | Allows deferral of compensation; distributions per 409A and plan terms; 2-year clawback and forfeiture for amounts deferred within two years prior to termination |
Change-in-control mechanics across awards:
- Officer RSAs: award shares vest upon the earlier of scheduled vesting, the one-year anniversary of change in control, or termination without Cause / for Good Reason within one year post-change in control .
- Standard PSU change-in-control terms (form awards) provide pro-rata vesting within 12 months post-CoC unless assumed; CEO/CFO agreements supersede to full vesting with performance determination per committee .
Investment Implications
- Strong pay-for-performance alignment: PSU awards rely on growth in revenues per share and tangible book value per share (50/50) across 2022–2024 LTIPs, directly linking equity payouts to value creation and balance sheet strength .
- Upcoming vesting tranches: Three PSU vesting events over 2025–2027 and fully exercisable options expiring in 2028 create periodic potential for insider Form 4 activity; monitor around Apr 29, 2025, Mar 31, 2026, and Mar 31, 2027 .
- Retention economics: Severance of 2× base and 2× target bonus plus COBRA and full acceleration of equity (with favorable performance determinations if not measurable) reduces near-term departure risk but elevates change-in-control expense and award acceleration risk (280G cutback mitigates excise tax burden) .
- Alignment safeguards: 5× salary ownership guideline (CEO in compliance), and prohibitions on hedging, shorting, margin, and pledging support shareholder alignment and reduce risk of forced selling pressure due to collateral calls .
- Governance: Separate Executive Chair and CEO roles, Lead Independent Director oversight, and independent Compensation & Succession Committee (using Meridian as independent consultant; no consultant conflicts found) strengthen compensation governance quality .
All data above is sourced from FirstSun Capital Bancorp’s 2025 definitive proxy and SEC filings, as cited.