XML 37 R24.htm IDEA: XBRL DOCUMENT
v3.22.4

Stockholders' Equity | 12 Months Ended
--- | ---
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Stockholders' Equity | Stockholders’ Equity As of December 31, 2022 and 2021, the Company has 10,000,000 shares of preferred stock authorized, $0.0001 par value, of which none were issued or outstanding, respectively. As of December 31, 2022 and 2021, the Company has 50,000,000 shares of common stock authorized, $0.0001 par value, of which 24,920,984 and 19,903,342 shares were issued and 24,920,984 and 18,346,288 shares were outstanding, respectively. Treasury stock: Activity in treasury stock is as follows for the years ended December 31,:
| 2022 |  | 2021
| Shares |  | Amount |  | Shares |  | Amount
Balance, beginning of year | 1,557,054 |  |  | $ | 38,148 |  |  | 1,557,054 |  |  | $ | 38,148 |
Purchases | — |  |  | — |  |  | — |  |  | — |
Issuances | (1,557,054) |  |  | (38,148) |  |  | — |  |  | — |
Balance, end of year | — |  |  | $ | — |  |  | 1,557,054 |  |  | $ | 38,148 |
All purchases were in conjunction with the stock repurchase program that expired in 2021, and shares were held-in-treasury at $24.50 per share. Dividends: Dividends paid by the Company, if any, are substantially provided from Bank dividends. The Bank may declare dividends without prior regulatory approval that do not exceed the total of retained net income for the current year combined with its retained net income for the preceding two years, subject to maintenance of minimum capital requirements. The Bank did not declare or pay any dividends in 2021 or 2020. During 2022, the Bank paid a dividend of $8,000 to the Parent Company. During 2022, Logia paid dividends totaling $700 to the Parent Company. The Parent Company did not declare or pay any dividend in 2022, 2021 or 2020. Equity Incentive Plan: We have established the FirstSun Capital Bancorp 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of stock options, stock appreciation rights, restricted stock and other stock awards to its employees, directors and consultants for up to 1,977,292 shares of FirstSun common stock in the aggregate. Additionally, we established the FirstSun Capital Bancorp 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock and other stock awards to its employees, directors and consultants for up to 2,476,571 shares of FirstSun common stock in the aggregate. Last, we established the FirstSun Capital Bancorp Long-Term Incentive Plan (“LTIP”), which became effective April 1, 2022. The LTIP is intended to qualify as a “top-hat” plan under ERISA that is unfunded and provides benefits only to a select group of management or highly compensated employees of FirstSun or the Bank. The equity component of awards under the LTIP are issued from the 2021 Plan. Option awards are generally granted with an exercise price of not less than the fair value of a share of the Company’s common stock at the date of grant, they vest 25% on the first, second, third and fourth anniversaries following the date of grant and have 10 year contractual terms. The fair value of each stock option award is estimated on the date of grant utilizing the Black-Scholes option pricing model. Expected volatility was determined based on the median historical volatility of 25 to 30 comparable companies that were publicly traded for a period commensurate with the expected term of the options. The expected term of the options was estimated to be the average of the contractual vesting term and time to contractual expiration. The risk-free rate for the expected term of the stock options was based on the U.S. Treasury yield curve in effect at the date of grant. There were no option awards granted during the year ended December 31, 2022. A summary of the assumptions is as follows at December 31,:
|  |  | 2021 |  | 2020
Expected volatility |  |  | 33.00 | % |  | 33.00 | %
Expected term (in years) |  |  | 6.25 |  | 6.25
Expected dividends |  |  | — | % |  | — | %
Risk-free rate |  |  | 1.11 | % |  | 0.49 | %
The following table presents a summary of stock option activity under the 2017 Plan, and changes during the years ended December 31,:
| Shares |  | Weighted-Average Exercise Price, per Share |  | Weighted-Average Remaining Contractual Term (years)
2022 |  |  |  |  |
Outstanding, beginning of period | 1,412,900 |  |  | $ | 20.19 |  |  |
Exercised | (104,985) |  |  | 19.72 |  |  |
Granted | — |  |  | — |  |  |
Forfeited | — |  |  | — |  |  |
Outstanding, end of period | 1,307,915 |  |  | $ | 20.23 |  |  | 5.26
Options vested or expected to vest | 1,307,915 |  |  | $ | 20.23 |  |  |
Options exercisable, end of period | 1,191,032 |  |  | $ | 20.03 |  |  | 5.05
2021 |  |  |  |  |
Outstanding, beginning of period | 1,428,940 |  |  | $ | 19.97 |  |  |
Granted | 26,336 |  |  | 32.54 |  |  |
Forfeited | (42,376) |  |  | 20.33 |  |  |
Outstanding, end of period | 1,412,900 |  |  | $ | 20.19 |  |  | 6.46
Options vested or expected to vest | 1,412,900 |  |  | $ | 20.19 |  |  |
Options exercisable, end of period | 1,166,887 |  |  | $ | 19.89 |  |  | 6.13
At December 31, 2022, there was $600 of total unrecognized compensation cost related to non-vested stock options granted under the 2017 Plan. The unrecognized compensation cost at December 31, 2022 is expected to be recognized over the following 2.42 years. At December 31, 2022 and 2021, the intrinsic value of the stock options was $21,216 and $18,042, respectively. In May 2022, we issued 11,344 shares of restricted stock from the 2021 Plan that will fully vest in May 2023. The grant date fair value of the award was $405. At December 31, 2022, there was $236 of total unrecognized compensation cost related to the non-vested restricted stock. In May 2022, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2025. At December 31, 2022, we determined it is probable that 69,261 shares will be issued based upon the probability that the performance conditions will be achieved. At December 31, 2022, there was $1,853 of total unrecognized compensation cost related to the non-vested restricted stock granted under the 2021 Plan. For the years ended December 31, 2022, 2021 and 2020 we recorded total compensation cost of $1,448, $2,998 and $2,335, respectively, related to the 2017 and 2021 Plans. In conjunction with the Pioneer merger, we assumed certain options that had been granted under Pioneer’s option plans. All assumed options were fully vested and exercisable. No further options will be granted under the Pioneer plans. The following table presents options assumed in the Pioneer merger and the activity from merger date through December 31, 2022:
| Shares |  | Weighted-Average Exercise Price, per Share |  | Weighted-Average Remaining Contractual Term (years)
December 31, 2022 |  |  |  |  |
Outstanding, beginning of period | — |  |  | $ | — |  |  |
Options assumed from Pioneer Bancshares, Inc. | 431,645 |  |  | 23.32 |  |  |
Exercised | (259,890) |  |  | 23.40 |  |  |
Forfeited | (1,044) |  |  | 24.90 |  |  |
Outstanding, vested, and exercisable, end of period | 170,711 |  |  | $ | 23.19 |  |  | 5.62
At December 31, 2022, the intrinsic value of the stock options under the Pioneer option plans was $2,263.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration