Robert A. Cafera, Jr.
About Robert A. Cafera, Jr.
Senior Executive Vice President and Chief Financial Officer of FirstSun Capital Bancorp and Sunflower Bank since 2012. Previously served at Fifth Third Bank as SVP & CFO of the Commercial Bank and Assistant Controller, and before that ~10 years at Arthur Andersen & Co. . Compensation design links pay to company performance through annual bonus funding on corporate metrics (noninterest income, net income, total deposits, ROA, and return on tangible equity) and individual performance metrics, with three-year PSU/LTIP structures reinforcing multi‑year alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FirstSun Capital Bancorp / Sunflower Bank | Senior EVP & CFO | Since 2012 | Oversees finance; participates in LTIP programs tying pay to Bank Performance Measures |
| Fifth Third Bank | SVP & CFO, Commercial Bank; Assistant Controller | Not disclosed; prior to 2012 | Led financial management for Commercial Bank; control/accounting leadership |
| Arthur Andersen & Co. | Senior Manager | ~10 years | Audit/accounting expertise foundational to CFO role |
External Roles
(no disclosures identified in proxy/filings specific to external boards for Cafera)
Fixed Compensation
| Component | 2024 | 2023 |
|---|---|---|
| Base Salary | $454,000 | $425,000 |
| “All Other” Compensation (401k match + cellphone) | $21,300 | $20,400 |
| Employment Agreement Base Salary (entitlement) | $300,000 (may be increased, not decreased) | $300,000 (contractual baseline) |
Key terms:
- Employment agreement effective June 19, 2017; amended Feb 21, 2019; Mar 24, 2022; Mar 14, 2023; auto‑renews annually unless 90‑day notice before June 19 .
- Target annual bonus opportunity: 100% of base salary; 20% of any earned bonus credited to Deferred Compensation Plan .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/Deferral |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Corporate: noninterest income, net income, total deposits, ROA, ROTE; Individual: culture/talent/individual goals | Individual metrics: Culture 15%; Talent 35%; Individual Goals 50% | 100% of base | Approximately 116% of base | $493,266 | 20% deferred; subject to 2‑year clawback and forfeiture upon termination |
| Annual Bonus (2023) | Same framework | Individual metrics as above | 100% of base | Approximately 93% of base | $392,224 | 20% deferred; 2‑year clawback |
| 2021 LTIP (Paid FY2024) | LTIP cash/performance awards (3‑yr performance period) | Not disclosed | Not disclosed | Achieved; paid FY2024 | $408,400 (Non‑Equity Incentive Comp) | Standard LTIP settlement; subject to plan terms |
| 2020 LTIP (Paid FY2023) | Cash LTIP Units (tangible book value based) | Not disclosed | Target Value $400,000 (grant in Apr 2020) | Vested end of period (Mar 31, 2023) | $451,584 (Non‑Equity Incentive Comp) | Paid Q2 2023; must be employee in good standing |
| 2023 LTIP – PSUs | Bank Performance Measures; Threshold/Target/Stretch Units | Not disclosed | 8,571 Target Units | Realized Value depends on performance (50%/100%/150%) | Grant-date FV included in 2023 stock awards $239,988 | 3‑year performance period; paid within 45 days post period |
| 2023 LTIP – Cash | Bank Performance Measures; Threshold/Target/Stretch Value | Not disclosed | $160,000 Target | Realized Value performance-based | None in 2023/2024 (3‑yr period) | Paid within 45 days post period if employed |
Notes:
- 2024 special restricted stock grants contingent on HomeStreet merger closing were cancelled upon termination (grant-date FV $2,000,005 for Cafera); no shares vested; compensation totals would be reduced absent these awards .
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/10/2025) | Amount |
|---|---|
| Shares Owned | 125,267 |
| Rights to Acquire (stock options exercisable within 60 days) | 135,952 |
| Total Beneficial Ownership | 261,219 |
| Percent of Class | <1% (indicated by “*”) |
Policies and alignment:
- Insider Trading Policy prohibits hedging, short sales, holding securities in margin accounts, and pledging as collateral; this mitigates misalignment and forced selling risk .
- CEO has explicit ownership guideline (5x base salary); similar explicit multiple for CFO not disclosed; executives must hold 100% of net after-tax shares acquired under equity plans until guideline satisfaction where applicable (CEO) .
Equity Awards Outstanding & Vesting Schedules
| Award Type | Quantity | Exercise/Grant Price | Expiration / Vest Date | Status |
|---|---|---|---|---|
| Stock Options (Initial Grant) | 135,952 (exercisable) | $19.72 | 7/20/2027 | Exercisable; special cancellation right at separation (spread value) |
| PSUs – Award Group 1 | 7,164 | N/A | 4/29/2025 (3rd anniversary) | Unvested; subject to performance |
| PSUs – Award Group 2 | 8,571 | N/A | 3/31/2026 (3rd anniversary) | Unvested; subject to performance |
| PSUs – Award Group 3 | 8,451 | N/A | 3/31/2027 (3rd anniversary) | Unvested; subject to performance |
| Equity Incentive Awards – Unearned PSUs | 24,186 | N/A | Multiple | Market/Payout value $968,649 |
Recent insider transactions and potential selling pressure:
- Filed a Form 4 on April 30, 2025 reporting a disposition of 1,252 shares to satisfy tax withholding, at $34.99 per share .
Employment Terms
- Agreement effective June 19, 2017; amended Feb 21, 2019; Mar 24, 2022; Mar 14, 2023; auto-renews annually unless 90‑day non-renewal notice before June 19 .
- Base salary entitlement $300,000 (board may increase, not decrease); actual base $454,000 (2024), $425,000 (2023) .
- Target annual bonus: 100% of base; 20% of any earned bonus credited to Deferred Compensation Plan .
- Non‑compete and non‑solicit: 24 months post-termination, covering geographies where FirstSun/Sunflower operate; restrictions on competitive employment, business solicitation, employee solicitation, and inducing business reductions .
- Deferred Compensation Plan: elective deferrals; distributions upon CIC/termination/retirement/death/disability/date elected; six‑month 409A specified employee delay may apply; amounts deferred within two years prior to termination are subject to clawback/forfeiture (Deferred Compensation Plan section).
Severance and Change‑of‑Control Economics
| Provision | Term |
|---|---|
| Termination without Cause / for Good Reason | Lump sum target annual bonus (100% of base) within 30 days |
| Severance (subject to release) | Lump sum within 65 days equal to 24 months of base salary + 24 months of target annual bonus; plus 18 months COBRA premiums |
| Equity & LTIP Vesting | Full vesting of outstanding options and other incentive/equity awards; PSU/LTIP vesting based on performance level as of termination, with adjustments; if performance cannot be objectively measured, vest at greater of target (100%) or level achieved through last practicable date |
| Option Spread Value Election | Right to cancel “initial option grant” (135,952 options; $19.72; exp. 7/20/2027) in exchange for cash equal to spread; if not elected, options remain exercisable up to 18 months post‑termination or original term end |
| 280G Cutback | Payments reduced to avoid excise tax if reduction yields better net benefit |
Clawbacks and Policies
- Annual bonus deferral: executives with bonus ≥25% of target automatically defer 20% into Deferred Compensation Plan; deferred amount remains subject to two-year clawback and forfeiture upon termination .
- Deferred Compensation Plan: deferrals within two years prior to termination are subject to clawback and forfeiture; investment elections and distribution mechanics per plan; six‑month delay per 409A .
- Hedging/Pledging: prohibited for directors, officers, employees; no margin accounts, no pledging; reduces misalignment and leverage risk .
Investment Implications
- Alignment: Significant at‑risk pay via annual bonus tied to core banking metrics and three‑year PSU/LTIP awards; automatic deferral with clawback enhances discipline. Upcoming PSU vesting dates (2025–2027) and option expiration (2027) create identifiable windows for potential insider transactions and tax‑related selling pressure; recent tax withholding sale observed on 4/30/2025 .
- Retention/Severance: Robust protections (24 months base+target bonus, full vesting, option spread election) reduce voluntary departure risk but increase CIC/termination cost; 280G cutback tempers parachute risk .
- Ownership: Beneficial ownership <1% (261,219 incl. options); policy prohibits hedging/pledging, but lack of explicit CFO ownership multiple suggests lower “skin‑in‑the‑game” versus CEO guideline; monitor compliance trends and incremental acquisitions .
- Pay structure shifts: Use of PSUs and LTIP cash (tangible book value) indicates emphasis on tangible value creation and profitability; cancellation of HomeStreet‑contingent special RS grants removes one‑time equity inflation and suggests discipline post deal termination .