Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Guaranty Bancorp
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The 2012 Annual Meeting of Stockholders of Guaranty Bancorp (the "Company") will be held on Tuesday, May 8, 2012, at 2:00 p.m., Mountain Daylight Time, at the Company's principal executive offices, 1331 Seventeenth Street, Denver, Colorado 80202, for the following purposes:

The Board of Directors has fixed the close of business on March 16, 2012 as the record date for determining which stockholders have the right to receive notice of and to vote at the annual meeting or any postponements or adjournments thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE SO THAT AS MANY SHARES AS POSSIBLE MAY BE REPRESENTED AT THE MEETING. Your vote is important and we appreciate your cooperation in returning promptly your executed proxy card. Your proxy is revocable and will not affect your right to vote in person at the annual meeting.

PROXY STATEMENT
FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2012

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of Guaranty Bancorp, a Delaware corporation (the "Company," "we" or "our"), to be used at our 2012 Annual Meeting of Stockholders (the "Meeting") and at any postponements or adjournments thereof. The Meeting is scheduled to be held as follows:

This Proxy Statement and the accompanying form of proxy are first being sent to stockholders on or about March 30, 2012.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 8, 2012, at 2:00 p.m., Mountain Daylight Time:

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 are also available at www.edocumentview.com/gbnk.

Only holders of record of our voting common stock, par value $0.001 per share (the "Common Stock") as of March 16, 2012 (the "Record Date") may vote at the Meeting. As of the Record Date, there were 101,043,255 shares of our Common Stock outstanding, including 2,240,353 shares of unvested restricted stock, held by approximately 218 stockholders of record.

Holders of the Company's Common Stock are entitled to cast one vote for each share of Common Stock held by them as of the Record Date on any matter submitted to the stockholders for a vote. For

the election of directors (Proposal 1), each share of Common Stock is entitled to cast one vote on each of the nine (9) director nominees.

The Board of Directors recommends that you vote your shares "FOR" each of the director nominees (Proposal 1) and "FOR" the ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012 (Proposal 2) (collectively, the "Proposals").

Holder of Record. If your shares of Common Stock are registered directly in your name with the Company's transfer agent, Computershare Investor Services, LLC ("Computershare"), you are considered the holder (or stockholder) of record with respect to those shares. As a holder of record, you should have received this Proxy Statement, our Annual Report and a proxy card from the Company via Computershare.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization acting as a nominee, then you are the beneficial owner of shares held in "street name". The organization holding your account is considered the holder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. Accordingly, you should have received this Proxy Statement, our Annual Report and a vote instruction form from that organization.

A quorum is required for the Meeting to be held. The holders of a majority of the shares of Common Stock outstanding as of the Record Date, either present in person or by proxy, will constitute a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes FOR, AGAINST or ABSTAINED, if you either (i) are present and vote in person at the Meeting or (ii) have submitted a proxy on the Internet, by telephone or by properly submitting a proxy card or vote instruction form by mail. Broker non-votes (see #9, #10 and #11 below) will also be treated as present for purposes of determining a quorum for the Meeting.

Proposal 1 (election of directors). Each director nominee must receive a majority of votes cast by the holders of Common Stock to be elected—i.e., the number of votes cast "FOR" the director nominee must exceed the number of votes cast "AGAINST" that nominee. See "Majority Vote Standard for Election of Directors" under "Proposal 1: Election of Directors" in this Proxy Statement.

Proposal 2 (ratification of the appointment of Crowe Horwath LLP). The proposal must receive a majority of votes cast by the holders of Common Stock—i.e., the number of votes cast "FOR" the proposal must exceed the number of votes cast "AGAINST" the proposal.

Holders of Record. If you are a holder of record, you may vote either in person at the Meeting, via the Internet (by following the instructions provided on the proxy card), by telephone (by calling the toll free number found on the proxy card), or by mail (by filling out the proxy card and sending it back in the envelope provided).

Street Name Holders. If you hold your shares in "street name", you should receive a voting instruction form from your brokerage firm, bank, broker-dealer or other nominee asking you how you want to vote your shares. If you do not, you should contact your brokerage firm, bank, broker-dealer or other nominee and obtain a voting instruction form from them. You may vote in person at the Meeting, but you must obtain a legal proxy from the organization that holds your shares.

Holders of Record. If you are a holder of record, you may change or revoke your vote at any time before it is counted at the Meeting by:

Attending the Meeting by itself will not automatically revoke your prior proxy. You must comply with one of the methods indicated above in order to revoke your proxy.

Street Name Holders. If you hold your shares in "street name", please refer to the information in the materials provided by your brokerage firm, bank, broker-dealer or other nominee for an explanation of how to change or revoke your vote and of the effect of not indicating a vote.

Holders of Record. If you are a holder of record and you either (i) indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board or (ii) sign and return a proxy card without giving specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Meeting.

Street Name Holders. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote".

A broker or other nominee may generally vote on routine matters, but cannot vote without instructions on non-routine matters (i.e., a broker non-vote).

The Company believes that Proposal 2 (the ratification of the appointment of Crowe Horwath LLP) will be considered routine under the rules of the New York Stock Exchange (which apply to brokers), and therefore no broker non-votes are expected to exist in connection with Proposal 2.

The Company believes that Proposal 1 will be considered non-routine, and therefore there may be broker non-votes on Proposal 1.

Broker non-votes are counted for purposes of determining whether a quorum is present, but are not considered as votes cast. For the purpose of determining whether the stockholders have elected each of the nominees for director (Proposal 1), broker non-votes will have no effect on the vote.

Abstentions are counted for purposes of determining whether a quorum is present, but are not considered as votes cast. Shares not present at the Meeting and abstentions will have no effect on any of the Proposals.

We do not know of any other business to be considered at the Meeting. For holders of record, if any other business is presented at the Meeting, any of the persons named on the proxy card as your designated proxies may vote on that matter in his or her discretion. If you hold your shares in "street name," please see the materials provided by your brokerage firm, bank, broker-dealer or other nominee for an explanation of how your shares will be voted on any other business. Any such matter must receive a majority of votes cast—i.e., the number of votes cast "FOR" the matter must exceed the number of votes cast "AGAINST" the matter (or any higher vote required by our Bylaws or the Delaware General Corporation Law)—in order to be approved.

The Company will pay the cost of preparing, assembling and mailing the proxy materials and soliciting proxies for the Meeting. In addition to the solicitation of proxies by mail, some of the directors, officers and employees of the Company or its subsidiaries may solicit proxies telephonically, electronically or by other means of communication. Such directors, officers and employees will receive no additional compensation for their services. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

Any stockholder entitled to vote at the Meeting may attend the Meeting and vote in person. If you hold shares in "street name" and would like to attend the Meeting and vote in person, you will need to bring an account statement or other acceptable evidence of ownership of Common Stock as of the Record Date. Alternatively, in order to vote, you may contact the person in whose name your shares are registered and obtain a proxy from that person and bring it to the Meeting. Each stockholder who attends may be asked to present valid picture identification, such as a driver's license or passport. Please note that the use of cell phones, PDAs, recording and photographic equipment and/or computers is not permitted in the meeting room at the Meeting.

To obtain directions to attend the Meeting, please call 303-293-5500 or contact our Investor Relations at investor.relations@gbnk.com.

With this Proxy Statement, we are also sending you our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which includes our financial statements. If you did not receive our Annual Report, we will send it to you without charge. The Annual Report includes a list of exhibits

filed with the Securities and Exchange Commission (the "SEC"), but does not include the actual exhibits. If you wish to receive our Annual Report or copies of the exhibits or other information about the Company, please write to:

We also maintain a website at www.gbnk.com where you may view, print and download our public filings made with the SEC, as well as other information about the Company. In addition, the SEC maintains a website at www.sec.gov that contains our public filings. The public may also read and copy any materials we file with the SEC at the SEC's Public Reference Room, located at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 are also available at www.edocumentview.com/gbnk.

The Company has adopted a procedure called "householding," which the SEC has approved. Under this procedure, the Company is delivering a single copy of the Proxy Statement and the Annual Report to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of the stockholders. This procedure reduces the Company's printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to receive separate proxy cards. If you reside at an address that received only one copy of our proxy materials as a result of householding, we will deliver additional copies upon request (by writing to our mailing address or e-mail address listed above, or by calling Investor Relations at 303-675-1194).

If you object to householding and wish to receive separate copies of documents in the future, or if you received multiple copies of your proxy materials at a single address and would like to request delivery of a single copy in the future:

Holders of Record. If you are a holder of record, you may contact us by writing to our mailing address or e-mail address listed above, or by calling Investor Relations at 303-675-1194.

Street Name Holders. If you hold your shares in "street name" (i.e., through a brokerage firm, bank, broker-dealer or other nominee), you should contact such brokerage firm, bank, broker-dealer or other nominee.

The following table sets forth information as of March 16, 2012 regarding the beneficial owners of more than five percent of the outstanding shares of Common Stock (the only class of voting securities outstanding). To the Company's knowledge, there are no beneficial owners of more than five percent of the outstanding shares of Common Stock as of March 16, 2012 other than those set forth below. For purposes of the following table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of any shares of Common Stock that such person has the right to acquire within 60 days.

Name and Address of Beneficial Owner

Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130	17,592,000	(2)	17.4	%
Patriot Financial Group Cira Centre 2929 Arch Street, 27th Floor Philadelphia, PA 19104-2868	17,589,334	(3)	17.4	%
Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, New Jersey 07078-2789	10,740,191	(4)	10.6	%
John M. Eggemeyer 6051 El Tordo Rancho Santa Fe, CA 92067-1329	7,991,078	(5)	7.9	%
William J. Ruh 6051 El Tordo Rancho Santa Fe, CA 92067-1329	7,543,857	(6)	7.5	%
Castle Creek Capital Partners IV, LP 6051 El Tordo Rancho Santa Fe, CA 92067-1329	7,149,247	(7)	7.1	%
Jerry L. Tubergen and RDV Corporation 126 Ottawa Avenue, NW, Suite 500 Grand Rapids, MI 49503	6,368,222	(8)	6.3	%

(1): Based on 101,043,255 shares of Common Stock issued and outstanding as of March 16, 2012, including 2,240,353 shares of unvested restricted stock.
(2): Based on 8,796,000 shares held by each of Relational Investors Mid-Cap Fund I, L.P. and Relational Investors Mid-Cap Fund II, L.P. (together, the "Relational Funds"). Relational Investors, LLC is the sole general partner of each of the Relational Funds and, pursuant to limited partnership agreements, Relational Investors, LLC has sole investment discretion and voting authority over the shares of the Company owned by the Relational Funds. Accordingly, securities owned by the Relational Funds may be regarded as being beneficially owned by Relational Investors, LLC. Each of Ralph V. Whitworth and David H. Batchelder, as principals of Relational Investors, LLC, may be deemed to share indirect beneficial ownership of the shares which

Relational Investors, LLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(3): Based on 15,000,667 shares held by Patriot Financial Partners, L.P. and 2,588,667 shares held by Patriot Financial Partners Parallel, L.P. The following are members of the "Patriot Financial Group": each of Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (together, the "Patriot Funds"), Patriot Financial Partners, GP, L.P., the general partner of the Patriot Funds ("Patriot GP"), Patriot Financial Partners, GP, LLC, general partner of Patriot GP ("Patriot LLC") and each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch, general partners of the Patriot Funds and Patriot GP and members of Patriot LLC. Accordingly, securities owned by the Patriot Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch.
(4): The following information is based on Amendment No. 6 to Schedule 13G filed on January 22, 2010 and Form 13-F filed by Franklin Resources, Inc. on February 8, 2012. The shares reported above are beneficially owned by one or more open-end investment companies or other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual Advisers, LLC ("FMA"). Such investment management contracts grant to FMA all investment and voting power over the securities owned by such investment management clients. FMA disclaims any pecuniary interest or beneficial ownership in any of the shares reported above. Mutual Shares Fund, a series of Franklin Mutual Series Funds, has an interest in 5,731,834 shares, or 5.7% of the outstanding shares, of the Common Stock.
(5): Includes 365,711 shares held by the Eggemeyer Family Trust, 7,149,247 shares held by Castle Creek Capital Partners IV, LP ("CC Fund IV"), 200,000 shares of performance-based restricted stock held by Mr. Eggemeyer and 276,120 additional shares held by Mr. Eggemeyer. Mr. Eggemeyer is the trustee of the Eggemeyer Family Trust and has sole voting and dispositive power over the securities held by the Eggemeyer Family Trust. Castle Creek Capital IV LLC is the sole general partner of CC Fund IV. Accordingly, securities owned by CC Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. Mr. Eggemeyer is a controlling person of, and shares voting and investment power over any securities owned or deemed to be owned by, Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Eggemeyer. Mr. Eggemeyer disclaims beneficial ownership of the securities owned by CC Fund IV, except to the extent of his pecuniary interest therein.
(6): Includes 394,610 shares held by the Lisa A. Ruh Trust, of which Mr. Ruh's spouse is the trustee, and 7,149,247 shares held by CC Fund IV. Castle Creek Capital IV LLC is the sole general partner of CC Fund IV. Accordingly, securities owned by CC Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. Mr. Ruh is a controlling person of, and shares voting and investment power over any securities owned or deemed to be owned by, Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Ruh. Mr. Ruh disclaims beneficial ownership of the securities owned by the Lisa A. Ruh Trust and CC Fund IV, except to the extent of his pecuniary interest therein.
(7): Castle Creek Capital IV LLC is the sole general partner of CC Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. Castle Creek Capital IV LLC disclaims beneficial ownership of the securities owned by CC Fund IV, except to the extent of its pecuniary interest therein. CC Fund IV also owns 5,095,000 shares of the Company's non-voting common stock, par value $0.001 per share (the "Non-Voting Common Stock"), which represents 100% of the outstanding shares of Non-Voting Common Stock. The shares of Non-Voting Common Stock are only convertible into shares of

Common Stock by a holder (other than CC Fund IV) who receives such shares by means of (i) a widespread public distribution, (ii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from such transferor or its affiliates.

(8): The above information is based in part on Amendment No. 1 to Schedule 13G filed on February 13, 2012 by Jerry L. Tubergen, RDV Corporation and RDV Capital Management, L.P. Shares beneficially owned by Mr. Tubergen include shares held by RDV Corporation Supplemental Executive Retirement Trust, Heritage Capital Management L.P., RDV Capital Management, L.P., 196 Investors, LLC, Harbour Point Investors, LLC, four individual trusts of which Mr. Tubergen serves as trustee, and Randall Damstra and Julie Duisterhof. Shares beneficially owned by RDV Corporation include shares held by RDV Corporation Supplemental Executive Retirement Trust, RDV Capital Management, L.P., 196 Investors, LLC, Harbour Point Investors, LLC, and Randall Damstra and Julie Duisterhof. Mr. Tubergen and RDV Corporation have shared dispositive power over shares beneficially owned by Randall Damstra and Julie Duisterhof.

The following table indicates the beneficial ownership of each outstanding class of the Company's equity securities (i.e., the Common Stock and the Non-Voting Common Stock) as of March 16, 2012 by: (1) each of the Company's current directors and nominees for election; (2) the chief executive officers (the "CEO") during 2011 and the other named executive officers (as defined in Item 402(m)(2) of Regulation S-K) of the Company for 2011 (together as a group, the "Named Executive Officers"); and (3) all current directors, nominees and executive officers of the Company as a group, based on the Company's records and data supplied by each of the current directors, nominees and executive officers. For purposes of the following table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of any shares of the Company's equity securities that such person has the right to acquire within 60 days.

Name or Number of Persons in Group

Directors and Nominees Who Are Not Named Executive Officers
Edward B. Cordes Current Director and Director Nominee	103,828		*		—		—
John M. Eggemeyer Current Director and Director Nominee	7,991,078	(3)	7.9	%	5,095,000	(4)	100.0	%
Keith R. Finger Current Director and Director Nominee	376,203	(5)	*		—		—
Stephen D. Joyce Current Director and Director Nominee	251,123	(6)	*		—		—
Gail H. Klapper Current Director and Director Nominee	61,591		*		—		—
Stephen G. McConahey Current Director and Director Nominee	—		—		—		—
W. Kirk Wycoff Current Director and Director Nominee	17,589,334	(7)	17.4	%	—		—
Albert C. Yates Current Director and Director Nominee	28,828		*		—		—
Named Executive Officers
Paul W. Taylor President and Chief Executive Officer, Current Director and Director Nominee	739,795	(8)	*		—		—
Daniel M. Quinn(9) Former President and Chief Executive Officer	193,660		*		—		—
Christopher G. Treece Executive Vice President, Chief Financial Officer and Secretary	193,836	(10)	*		—		—
Cathy P. Goss Executive Vice President and Chief Credit Officer	205,622	(11)	*		—		—
All Current Directors, Nominees and Executive Officers as a group (12 persons)	27,792,374		27.5	%	5,095,000		100.0	%

(1): Based on 101,043,255 shares of Common Stock of the Company issued and outstanding as of March 16, 2012, including 2,240,353 shares of unvested restricted stock.
(2): Based on 5,095,000 shares of the Company's non-voting common stock, par value $0.001 per share (the "Non-Voting Common Stock"), issued and outstanding as of March 16, 2012.
(3): Includes 365,711 shares held by the Eggemeyer Family Trust, 7,149,247 shares held by Castle Creek Capital Partners IV, LP ("CC Fund IV"), 200,000 shares of performance-based restricted stock held by Mr. Eggemeyer and 276,120 additional shares held by Mr. Eggemeyer. Mr. Eggemeyer is the trustee of the Eggemeyer Family Trust and has sole voting and dispositive power over the securities held by the Eggemeyer Family Trust. Castle Creek Capital IV LLC is the sole general partner of CC Fund IV. Accordingly, securities owned by CC Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. Mr. Eggemeyer is a controlling person of, and shares voting and investment power over any securities owned or deemed to be owned by, Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Eggemeyer. Mr. Eggemeyer disclaims beneficial ownership of the securities owned by CC Fund IV, except to the extent of his pecuniary interest therein.
(4): All shares are held by CC Fund IV. Mr. Eggemeyer disclaims beneficial ownership of the securities owned by CC Fund IV, except to the extent of his pecuniary interest therein. The shares of Non-Voting Common Stock are only convertible into shares of Common Stock by a holder (other than CC Fund IV) who receives such shares by means of (i) a widespread public distribution, (ii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from such transferor or its affiliates.
(5): All shares are held by KRF Investments, LLC, which is solely owned by Mr. Finger.
(6): Includes 50,000 shares held by the Super Market Liquors Employee Pension and Trust, of which Mr. Joyce is the trustee.
(7): Based on 15,000,667 shares held by Patriot Financial Partners, L.P. and 2,588,667 shares held by Patriot Financial Partners Parallel, L.P. The following are members of the "Patriot Financial Group": each of Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (together, the "Patriot Funds"), Patriot Financial Partners, GP, L.P., the general partner of the Patriot Funds ("Patriot GP"), Patriot Financial Partners, GP, LLC, general partner of Patriot GP ("Patriot LLC") and each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch, general partners of the Patriot Funds and Patriot GP and members of Patriot LLC. Accordingly, securities owned by the Patriot Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch.
(8): Includes 588,475 shares of unvested performance-based restricted stock and 61,350 shares of unvested time-based restricted stock.
(9): Mr. Quinn resigned as the Company's President and Chief Executive Officer as of May 3, 2011.
(10): Includes 109,509 shares of unvested performance-based restricted stock and 67,842 shares of unvested time-based restricted stock.
(11): Includes 37,577 shares of unvested performance-based restricted stock and 99,244 shares of unvested time-based restricted stock.

Size of Board. The Bylaws of the Company provide that the authorized number of directors shall be fixed from time to time by resolution of a majority of the Board of Directors. The number of directors is currently fixed at nine (9) and the Board is currently composed of nine (9) directors.

Resignations Since 2011 Annual Meeting. Kathy Smythe resigned from the Board of Directors effective as of February 7, 2012. Ms. Smythe's decision to resign was not the result of any disagreement with the Company or its management.

Appointments Since 2011 Annual Meeting. Keith R. Finger was appointed to the Board effective as of February 7, 2012, upon the recommendation of the Board's Compensation, Nominating and Governance Committee of the Board (the "CNG Committee"). Mr. Finger was recommended to the CNG Committee by Mr. Cordes. Stephen G. McConahey was appointed to the Board effective as of March 20, 2012, upon the recommendation of the CNG Committee. Mr. McConahey was recommended to the CNG Committee by Ms. Klapper.

Majority Vote Standard for Election of Directors. The Company's Bylaws require that each director be elected by a majority of the votes cast with respect to such director in uncontested elections—i.e., the number of votes cast "FOR" the director nominee must exceed the number of votes cast "AGAINST" that nominee. In a contested election, the standard for election of directors would be a plurality of the votes cast. This year's election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the Meeting, Delaware law provides that the director would continue to serve on the Board as a "holdover director". However, under our Corporate Governance Guidelines, each director annually submits a resignation that is effective if the director fails to be elected through a majority vote. In that situation, the CNG Committee would make a recommendation to the Board about whether to reject or accept the resignation, or whether to take other action. The Board will accept the resignation unless it determines that acceptance is not in the best interests of the Company and its stockholders. The Board will take action within 90 days from the date the election results are certified, unless such action would cause the Company to fail to comply with any requirement of NASDAQ or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Company will take action as promptly as is practicable while continuing to meet such requirements. The Board will promptly publicly disclose its decision and the rationale behind it. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the Meeting, Delaware law provides that the nominee does not serve on the Board as a "holdover director".

Nominees and Qualifications. The nine (9) persons named in the following table have been recommended by the CNG Committee of the Board and approved by the Board of Directors as nominees for election to serve as directors of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each of these persons currently serves as a director of the Company. The biographies of each of the nominees below contains information regarding the person's service as a director, principal occupation and business experience for the past five years, director positions held currently or at any time during the last five years with respect to publicly-held companies, and the specific experience, qualifications, attributes or skills that led the CNG Committee and the Board to the conclusion that the person should serve as a director. In addition to the information presented below, we also believe that all of our nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

With respect to the election, absent any specific instruction in the proxies solicited by the Board, the persons named as proxies will vote all proxies "FOR" the election of each of the Board's nominees

listed below, or as many thereof as possible if any persons are nominated other than by the Board of Directors. In the event that any of the Board's nominees are unable to serve as directors, it is intended that each proxy will be voted for the election of such substitute nominees, if any, as shall be designated by the Board of Directors. Alternatively, the Board may reduce the size of the Board. To the best of its knowledge, the Company has no reason to believe that any of the nominees will be unable to serve as directors if elected. However, pursuant to certain commitments made to the Board of Governors of the Federal Reserve System (the "Federal Reserve") by Castle Creek Financial LLC and its affiliates, including Castle Creek Capital Partners IV, LP, Mr. Eggemeyer, if elected, will only be able to serve as a director through July 30, 2012. Castle Creek is currently in the process of seeking approval from the Federal Reserve for Mr. Eggemeyer to serve as a director of the Company for a full term.

The Board of Directors recommends that stockholders vote "FOR" the election of each of the nominees listed below.

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

Edward B. Cordes		Mr. Cordes has served as Chairman of the Board since May 2011. Mr. Cordes is an owner and President of Cordes & Company, a consulting firm specializing in insolvencies and economic valuations. Mr. Cordes is also the owner and President of Cordes & Company Financial Services, Inc., which acquires troubled assets. He has been appointed the duty of Receiver or Trustee in over 200 court actions. During his 33 years as a certified public accountant, Mr. Cordes had served in senior management positions with Ernst & Young and Cooperative Service Company. He holds a B.B.A. degree from Colorado State University and an M.A. Accountancy degree from the University of Nebraska. Mr. Cordes is a member of the Association of Insolvency Accountants, National Association of Forensic Economics and National Association of Certified Valuation Analysts. He is also active in the Denver community by continued support of various charitable organizations and serves on the Colorado State Fair Board. He is past National Chairman of the National Association of Certified Valuation Analysts. Mr. Cordes brings extensive experience in accounting and work-out situations to our Board, as well as leadership and risk assessment skills. In addition, his integral involvement in some of the communities which we serve provides the Board an important perspective.			60			2004

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

John M. Eggemeyer		Mr. Eggemeyer served as Chairman of the Board of the Company from 2004 to 2010. From 2004 to 2006, Mr. Eggemeyer also served as Chief Executive Officer of the Company. He is a co-founder and chief executive of Castle Creek Capital LLC, a merchant banking firm specializing in the financial services industry, and Castle Creek Financial LLC, a licensed broker/dealer. Mr. Eggemeyer serves as Chairman of the Board of PacWest Bancorp, Chairman and Chief Executive Officer of White River Capital, Inc. and a director of Heritage Commerce Corp. Mr. Eggemeyer also currently serves as a trustee of Northwestern University and the Parent Advisory Board of Stanford University. Mr. Eggemeyer brings extensive leadership and banking experience to our Board, including specific community banking expertise and management experience, as well as public company expertise and consensus-building skills. In addition, his knowledge of and experience in capital markets is an invaluable resource as the Company regularly assesses its capital and liquidity needs. Finally, he provides perspective to the Board as a key investor in the Company.			66			2004

Name	Principal Occupation; Background

Keith R. Finger	Since 2007, Mr. Finger has been the founder and principal of Monarch Natural Gas Holdings, LLC (and its predecessor Monarch Investments Holdings, LLC), a natural gas gathering and processing company, which is a portfolio company of Metalmark Capital. From 1992 to 2007, Mr. Finger served as founder, principal and chief financial officer to several natural gas gathering, processing and marketing companies, including Cantera Natural Gas, LLC, Canyon Natural Gas, LLC, Highlands Natural Gas, Inc. and Mountain Gas Resources, Inc., each of which was a portfolio company of Morgan Stanley Capital Partners and eventually sold. In the 1980s, Mr. Finger served as chief financial officer for two publicly traded oil and gas exploration companies, Ensource Inc. (NYSE listed) and Presidio Oil Company (AMEX listed). Previously, Mr. Finger was a CPA with Deloitte & Touche for six years. Mr. Finger is currently a member of The Economic Club of Colorado. He holds a Masters of Taxation from the University of Denver and an MBA and a BS (Business & Economics) degree from the University of Kansas. Mr. Finger also served in the United States Army from 1969 to 1972, with two tours in South Vietnam. Mr. Finger brings extensive knowledge and experience in finance and accounting and the oil and gas industry, as well as public company experience and leadership and risk assessment skills to our Board. In addition, his integral involvement in some of the communities which we serve provides the Board an important perspective.	64	2012
Stephen D. Joyce	For the past 35 years, Mr. Joyce has been the owner and President of Supermarket Liquors, Inc., located in Fort Collins, Colorado, where he is active in the community. Mr. Joyce is also a 50% owner of Boomer Music LLC located in Ft. Collins. From 1987 to September 2005, Mr. Joyce served as a director of First MainStreet Financial, Ltd., most recently as Chairman of the Board. Mr. Joyce brings to our Board an understanding of one of our previously acquired bank's history and customer base, as well as management expertise and leadership skills to our Board. In addition, his integral involvement in some of the communities which we serve provides the Board an important perspective.	63	2005

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

Gail H. Klapper		Since 1989, Ms. Klapper has served as the Member/Director of the Colorado Forum, a statewide, bipartisan organization of chief executive officers and leading professionals who work on public policy issues related to Colorado. She is also the Managing Attorney of The Klapper Firm, the President of Ward Lake Sales Company and Manager of 6K Ranch LLC. In 1976, she was appointed by President Ford as a White House Fellow and Special Assistant to the Secretary of the Interior. After her term in Washington, Ms. Klapper served as a member of Colorado Governor Richard D. Lamm's Cabinet. Ms. Klapper currently serves on the Board of Maxim Series Fund, Inc. a subsidiary of Great-West Life & Annuity Insurance Company, and as a Director of the National Western Stock Show Association. Ms. Klapper received her B.A. in Political Science from Wellesley College and earned a Juris Doctor degree at the University of Colorado Law School. Ms. Klapper brings leadership skills in consensus-building to our Board, as well as her extensive expertise and knowledge of the Colorado economic, political and business environment. In addition, her integral involvement in some of the communities which we serve provides the Board an important perspective.			68			2007

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

Stephen G. McConahey		Mr. McConahey is currently chairman of SGM Capital, LLC and co-founder and partner of Iron Gate Capital, a private equity investment firm. Previously, Mr. McConahey was president and chief operating officer of EVEREN Capital Corporation and its principal subsidiary, EVEREN Securities, Inc. Mr. McConahey began his career in the securities brokerage industry in 1977 when he joined Boettcher and Company in Denver, Colorado. At Boettcher, he was named chairman and chief executive officer in 1984. He joined Kemper Financial Services in 1985 shortly after Boettcher was acquired by Kemper Corporation. Earlier in his career, Mr. McConahey received a White House Fellowship and served as a program manager in the U.S. Department of Transportation. He also served as a member of President Ford's senior White House staff as Special Assistant for Intergovernmental Affairs. Mr. McConahey received a bachelor's degree from the University of Wisconsin and an M.B.A. from Harvard Business School. Mr. McConahey is active in numerous national and community boards and advisory groups, and currently serves on the board of the Gerald R. Ford Presidential Foundation, the Denver School of Science and Technology, the Boys and Girls Clubs of Metro Denver and the Metro Denver Sports Commission. He also currently serves on corporate boards of CalDak International, Maxim Series Fund, Inc., a subsidiary of Great-West Life & Annuity Insurance Company, and IMA Financial Group, Inc. Mr. McConahey brings extensive financial services experience and perspective to our Board, as well as leadership skills. In addition, his integral involvement in some of the communities which we serve provides the Board an important perspective.			68			2012

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

Paul W. Taylor		Mr. Taylor is the President and Chief Executive Officer of the Company. Mr. Taylor was appointed President and CEO in May 2011 and as a director of the Company as of July 2011. He is also the Chief Executive Officer and Chairman of the Board of the Company's subsidiary, Guaranty Bank and Trust Company. Prior to becoming the Company's President and CEO, Mr. Taylor was Executive Vice President, Chief Financial and Operating Officer and Secretary of the Company (serving in one or more of those capacities since 2004). From 2000 to 2004, he served as Chief Financial Officer of the Company's predecessor. During his 27-year banking and investment banking career, he worked for Alex Sheshunoff Investment Banking as a Director of Mergers and Acquisitions. He was also an investment banker with Century Capital Group, where he advised small businesses on M&A and financing. Mr. Taylor worked for KeyCorp for 12 years in both New York and the Rocky Mountain Region in numerous management positions and left the company as Executive Vice President and Chief Financial Officer of the Rocky Mountain Region. Mr. Taylor brings extensive experience in banking and executive management to our Board. Mr. Taylor's experience as a leader in our market provides insight to our Board on the factors that impact both the Company and our communities. Moreover, Mr. Taylor's day to day leadership and intimate knowledge of our business and operations provide the Board with company-specific experience and expertise.			51			2011

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

W. Kirk Wycoff		Since 2007, Mr. Wycoff has been a managing partner of Patriot Financial Partners, a private equity fund focused on investing in community banks and thrifts throughout the United States. He has more than 25 years of entrepreneurial banking experience. Mr. Wycoff also serves as a director of the Company's subsidiary, Guaranty Bank and Trust Company. He also serves as Chairman of Continental Bank Holdings, Inc., a director of Franklin Security Bancorp, Inc., a director of Heritage Commerce Corp and a director of Porter Bancorp, Inc. From 2005 to 2007, Mr. Wycoff served as President and CEO of Continental. From 1991 to 2004, Mr. Wycoff was Chairman and CEO of Progress Financial Corp., which was acquired by FleetBoston Financial Corp. in 2004. Mr. Wycoff earned his B.A. degree in Business Administration from Franklin & Marshall College. Mr. Wycoff serves on the Board of Directors of non-profit corporations including the Continental Foundation, which raises money for less privileged children, and the Lincoln Center, which helps to provide alternative education programs for troubled youth and also helps families with life transitions. Mr. Wycoff brings extensive leadership and community banking experience to our Board, including executive management experience, as well as public company expertise and risk assessment skills. In addition, he provides perspective to the Board as a key investor in the Company.			53			2009

Name		Principal Occupation; Background		Age			Year Elected or Appointed Director

Albert C. Yates		Dr. Yates retired in June 2003 after 13 years as President of Colorado State University. He was also Chancellor of the Colorado State University System until October 2003, and is a former member of the board of the Federal Reserve Bank of Kansas City-Denver Branch and the board of directors of First Interstate Bank. He currently serves as a director of Level 3 Communications. Dr. Yates also served as a director of Adolph Coors Company from 1998 to 2005, a director of StarTek, Inc. from 2004 to 2011, a member of the board of trustees of the Berger Funds from 2001 to 2005, a director and Chairman of the Board of Centennial Bank of the West, a former subsidiary of the Company, from 2002 through 2004, and a director of Dominion Industrial Capital Bank from 1999 to 2000. Dr. Yates graduated magna cum laude from Memphis State University, with degrees in chemistry and mathematics. He earned his doctorate in theoretical chemical physics from Indiana University at Bloomington. Dr. Yates' extensive background in education and administration provides our Board with leadership and consensus-building skills on a variety of matters, including corporate governance. In addition, he brings to the Board extensive experience and related expertise serving on a variety of public company boards, including the compensation and audit committees of some of those companies.			70			2005

The Audit Committee of the Board of Directors has appointed Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. Representatives from Crowe Horwath are expected to be present at the Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. For further information regarding the fees charged and services provided by Crowe Horwath in 2011 and 2010 to the Company, see "Independent Registered Public Accounting Firm Fees and Services" in this Proxy Statement.

The Board of Directors recommends that stockholders vote "FOR" the ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012.

The Company is committed to maintaining good corporate governance practices. The Board regularly reviews its governance standards and procedures to ensure compliance with changing laws, rules and regulations that govern the Company's business. The Company's website at www.gnbk.com includes important information regarding Company policies and Board committee charters, including the Company's Corporate Governance Guidelines and Code of Business Conduct and Ethics, as well as the Company's SEC filings and press releases.

During 2011, the Board of Directors of the Company met eight (8) times. The independent directors also met at least twice in executive session during 2011. In February 2011, Ms. Smythe was appointed as the Lead Director to preside at meetings of the independent directors. In May 2011, when Mr. Cordes was appointed Chairman of the Board, the Lead Director position was eliminated and Mr. Cordes commenced to preside as chairman at meetings of the independent directors. During 2011, no incumbent director attended fewer than 75% of the aggregate of the meetings of the Board (during the period for which he or she was a director) and the meetings held by all of the committees of the Board on which he or she served (during the periods that he or she served), other than Mr. Quinn. The Board's policy regarding director attendance at the Annual Meeting of Stockholders is that directors are welcome to attend, and that the Company will make all appropriate arrangements for directors that choose to attend. All directors attended the 2011 Annual Meeting of Stockholders, except for Daniel M. Quinn (who was not standing for re-election at the meeting).

The current members of the Board of Directors' committees are as follows (note that as of the date of this Proxy Statement, Mr. McConahey had not been appointed to serve on any specific committee):

Under our Corporate Governance Guidelines, the Board is free to select its Chairman and the Company's Chief Executive Officer (CEO) in the manner it considers in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. From 2006 to August 2010, the Company had a separate Chairman of the Board and CEO. From August 2010 to May 2011, Mr. Quinn, the Company's former President and CEO, served as Chairman of the Board. Since May 2011, the Company has had a separate, independent Chairman of the Board—Mr. Cordes.

Our Corporate Governance Guidelines further provide that, if the Chairman of the Board is not an independent director, the independent directors shall designate a Lead Director to preside over executive sessions of the independent directors of the Board, act as the principal liaison between the independent directors and the Chairman of the Board and perform such other duties as the Board may

determine from time to time. In the beginning of 2011, a Lead Director was designated since the then Chairman of the Board, Mr. Quinn, was not independent. However, when Mr. Cordes, an independent director, was elected as Chairman of the Board in May 2011, a Lead Director was not necessary.

The Board believes its administration of its risk oversight function is not adversely affected by the Board's existing leadership structure. To assure effective independent oversight, the Board has adopted a number of governance practices, including holding regular executive sessions of the independent directors, generally, at the conclusion of each regularly scheduled meeting of the Board. In addition, the CNG Committee, which consists only of independent directors, evaluates the performance of our CEO and presents its findings to our independent directors.

Pursuant to our Corporate Governance Guidelines, the Board has designated the Corporate Risk Committee with the primary responsibility to oversee and monitor the risks that arise in the general conduct of business by the Company and its subsidiaries. The Corporate Risk Committee meets at least quarterly with members of executive management and receives various risk-related reports, including reports related to liquidity, credit, operations and insurance, among others. The Corporate Risk Committee provides a report to the full Board on at least a quarterly basis. In addition, at least annually, management updates and presents the Company's Risk Management Policy to the Corporate Risk Committee, which addresses the identification, measurement, control, and monitoring of several categories of risks, including credit, interest rate, liquidity, transaction, compliance, strategic and reputational risk. For further information on the duties and responsibilities of the Corporate Risk Committee, see the subsection "Corporate Risk Committee" below. In addition to the Corporate Risk Committee, the other committees of the Board consider the risks within their areas of responsibility. For example, the CNG Committee considers the risks that may be implicated by our executive compensation programs and the Audit Committee considers the risks that may be identified through the Company's internal audit reviews.

Eight (8) out of the nine (9) members of the current Board (89%) are independent directors. At least annually, the Board, with the assistance of the CNG Committee, evaluates the independence of the directors based on the independence requirements of The NASDAQ Stock Market LLC ("NASDAQ") listing standards and applicable SEC rules and regulations.

The Board has affirmatively determined, upon the recommendation of the CNG Committee, that each of the following directors and nominees and former director met the independence requirements of the NASDAQ listing standards and applicable SEC rules and regulations: Messrs. Cordes, Eggemeyer, Finger, Joyce, McConahey, Wycoff and Yates, Ms. Klapper and Ms. Smythe.

In making such determinations, the Board considered and evaluated banking, commercial, service, familial and other relationships between each director or immediate family member and their related interests and the Company, if any, including the relationship described under "Certain Relationships and Transactions with Related Persons" in this Proxy Statement as well as the following relationships:

The Board determined that none of these relationships would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

During 2011, the Audit Committee met eleven (11) times. The Board has determined that each member of the Audit Committee is independent, including the additional independence requirements for Audit Committee membership. The Board has also determined that each member of the Audit Committee is financially literate and that at least one audit committee financial expert, Mr. Cordes, serves on the Audit Committee. Information regarding the functions performed by the Audit Committee is set forth in the "Report of the Audit Committee" included in this Proxy Statement, as well as in the Audit Committee charter. The charter of the Audit Committee was last amended as of February 9, 2010, a copy of which may be obtained on the Company's website at www.gbnk.com under the section entitled "Corporate Governance".

During 2011, the CNG Committee met thirteen (13) times. The Board has determined that each member of the CNG Committee is independent. The CNG Committee reviews and makes recommendations to the Board of Directors on matters concerning nominees for positions on the Board of Directors; reviews and makes recommendations to the Board regarding the compensation of the directors and director independence; reviews and approves the compensation of the Company's chief executive officer and other executive officers; and reviews and approves the Company's incentive compensation plans and equity-based plans, 401(k) plan, deferred compensation plan(s) and other employee benefit plans. The CNG Committee also assists the Board of Directors in promoting the best interests of the Company and its stockholders through the implementation of sound corporate governance principles and practices, including the review and approval or ratification of related-party transactions of the Company. The CNG Committee operates under a charter that was amended as of February 9, 2010, a copy of which may be obtained on the Company's website at www.gbnk.com under the section entitled "Corporate Governance".

In identifying and recommending nominees for positions on the Board of Directors, the CNG Committee places primary emphasis on the criteria set forth under "Selection of Directors" in our Corporate Governance Guidelines, namely: (1) independence qualifications under the NASDAQ listing standards and other qualifications necessary for committee membership; (2) working knowledge of the banking business; (3) experience with businesses and other organizations of comparable size; (4) integrity, accomplishments and reputation in the business community; (5) current knowledge and contacts in the communities in which the Company does business and in the Company's industry or other industries relevant to the Company's business; (6) personal qualities and characteristics; (7) ability and willingness to commit adequate time to Board and committee matters; (8) the fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; (9) diversity of viewpoints, backgrounds, experience and other demographics; (10) other factors, such as judgment, skill, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board; and (11) the absence of factors that would reflect negatively on the Company or legally disqualify the director nominee, including without limitation, a criminal conviction or poor reputation.

In addition, under the terms of the Investment Agreement, dated as of May 6, 2009, as amended, between the Company and the investors named therein, each of (x) Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively, the "Patriot Funds"), together, and (y) Relational

Investors Mid-Cap Fund I, L.P. and Relational Investors Mid-Cap Fund II, L.P. (collectively, the "Relational Funds"), together, is entitled to nominate one person to either be elected or appointed as a director or be appointed as an observer to the Company's Board of Directors. The Patriot Funds and the Relational Funds are the largest stockholders of the Company. The Patriot Funds' director nominee was Mr. Wycoff. The Relational Funds elected to have an individual appointed as a Board observer. Further, as long as either the Patriot Funds or the Relational Funds beneficially own at least 4.9% of the outstanding shares of Common Stock, the Company is required to recommend to its stockholders the election of the person nominated by either the Patriot Funds or the Relational Funds to be appointed or elected as a director at the Company's annual meeting of stockholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the CNG Committee. The CNG Committee approved, and the Board has recommended, the election of Mr. Wycoff as a director at the Annual Meeting.

The CNG Committee does not set specific, minimum qualifications that nominees must meet in order for the CNG Committee to recommend them to the Board of Directors, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors and its committees. The CNG Committee may seek input from other members of the Board in identifying possible candidates, and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates. The CNG Committee will consider nominees for director nominated by the Company's stockholders in accordance with the Company's Bylaws. The CNG Committee will consider candidates recommended by stockholders against the same criteria as nominees not proposed by stockholders. Stockholders who wish to submit director nominees for consideration by the CNG Committee for election at our 2013 Annual Meeting should follow the process detailed under "Stockholder Proposals and Director Nominations—2013 Annual Meeting" in the Section entitled "Other Business" in this Proxy Statement.

For further information on the Company's processes and procedures for the consideration and determination of executive compensation, please see the sub-section entitled "Executive Compensation—Compensation Discussion and Analysis" in this Proxy Statement. For further information on the Company's processes and procedures for the consideration and determination of director compensation, please see the Section entitled "Director Compensation" in this Proxy Statement.

During 2011, the Corporate Risk Committee met four (4) times. The Corporate Risk Committee oversees and monitors the risks that arise in the general conduct of our business. The Corporate Risk Committee's duties and responsibilities include overseeing the asset/liability management process of the Company and its subsidiaries, overseeing the Company's credit risk exposure, reviewing and approving the adequacy of the Company's loan loss reserves, reviewing legal and regulatory trends and potential exposures, including monitoring the Company's compliance and progress with any regulatory enforcement or supervisory action applicable to the Company or its bank subsidiary, overseeing the adequacy of the Company's insurance coverage and overseeing the operations risk of the Company such as the Company's business continuity and disaster recovery program, information systems security program and ACH risk exposure. The charter of the Corporate Risk Committee was last amended as of February 9, 2010, a copy of which may be obtained on the Company's website at www.gbnk.com under the section entitled "Corporate Governance".

There are no family relationships among any of the directors or executive officers of the Company.

Director compensation is reviewed by the CNG Committee, which recommends director compensation to the Board for approval. The Company's Corporate Governance Guidelines provide that a peer review of director compensation be conducted at least every three years. The CNG Committee does not regularly use an outside consultant to evaluate director compensation. In November 2010, the CNG Committee requested management to conduct a competitive review of director compensation. Management used a peer group of 20 companies, which included all publicly traded banks west of the Mississippi with an asset size between $1.5 billion and $3.5 billion and listed on a major exchange plus one additional publicly traded bank with an asset size of $5.2 billion, PacWest Bancorp. Based upon the review, the CNG Committee recommended to the Board, and the Board approved, that the director compensation continue to remain the same as currently in place for non-management directors, as follows:

On May 3, 2011, the Board elected Mr. Cordes to serve as the Chairman of the Board. In connection with such election, the Board approved a $45,000 annual cash retainer for the position of the Chairman of the Board, in addition to the annual cash retainer of $50,000 paid to each non-management director (i.e., for an aggregate $95,000 annual cash retainer).

All directors are reimbursed for their reasonable travel, lodging, food and other expenses incurred in connection with their service on the Board and its committees.

In the latter part of 2011, the CNG Committee engaged a compensation consultant, McLagan, an Aon Hewitt Company, to conduct a competitive review of our director compensation. The CNG Committee and the Board are still in the process of evaluating the results of such review and have not yet made any decisions with respect to any changes to director compensation.

The following table sets forth, as to each of the persons who currently serve as executive officers of the Company, such person's age, current position and the period during which such person has served in such position. Following the table is a description of each executive officer's principal occupation during the past five years.

Paul W. Taylor. Mr. Taylor is the President and Chief Executive Officer of the Company. Mr. Taylor was appointed President and CEO in May 2011 and as a director of the Company as of July 2011. He is also the Chief Executive Officer and Chairman of the Board of the Company's subsidiary, Guaranty Bank and Trust Company. Prior to becoming the Company's President and CEO, Mr. Taylor was Executive Vice President, Chief Financial and Operating Officer and Secretary of the Company (serving in one or more of those capacities since 2004). From 2000 to 2004, he served as Chief Financial Officer of the Company's predecessor. During his 27-year banking and investment banking career, he worked for Alex Sheshunoff Investment Banking as a Director of Mergers and Acquisitions. He was also an investment banker with Century Capital Group, where he advised small businesses on M&A and financing. Mr. Taylor worked for KeyCorp for 12 years in both New York and the Rocky Mountain Region in numerous management positions and left the company as Executive Vice President and Chief Financial Officer of the Rocky Mountain Region.

Michael B. Hobbs. Mr. Hobbs is the President and a director of Guaranty Bank and Trust Company, joining the Company in July 2011. From 2009 to July 2011, Mr. Hobbs served as Managing Director, Financial Institutions Group Investment Banking with St. Charles Capital, LLC, an investment banking firm. Prior to St. Charles Capital, Mr. Hobbs served in several positions with KeyCorp, including as (1) President of the Rocky Mountain Region (Colorado, Utah and Idaho) from 2007 - 2009, representing and managing approximately $5 billion in assets and 110 branches, (2) President of the Colorado District for KeyCorp from 2005 - 2007, representing and managing approximately $2 billion in assets and 45 branches, (3) Regional Executive & EVP—Rocky Mountain Region Commercial Banking from 2003 - 2005, (4) Senior Vice President—McDonald Investments/Investment Banking from 1999 to 2003 and (5) Senior Vice President—Colorado Commercial Banking from 1996 - 1999.

Christopher G. Treece. Mr. Treece is Executive Vice President, Chief Financial Officer and Secretary of the Company and holds the same positions at Guaranty Bank and Trust Company. He also has served as a director of Guaranty Bank and Trust Company since 2009. Prior to being appointed Executive Vice President, Chief Financial Officer and Secretary in July 2011, Mr. Treece served as the Company's and the bank's Senior Vice President and Corporate Controller. Prior to joining the Company in 2007, Mr. Treece worked at UMB Financial Corporation in Kansas City, Missouri, a multi-bank holding company with $13 billion in assets, for approximately four years as Senior Vice

President, Controller, Tax Director and Chief Accounting Officer. In this position, he managed the Corporate Finance, Tax, Purchasing, Accounts Payable and Payroll departments and was responsible for internal controls over financial reporting. As Chairman of UMB's Disclosure Committee, he worked closely with the Board's audit committee. As the controller and chief accounting officer, he had significant interaction with the management reporting, investor relations, operations, facilities, human resources and the treasury departments. Prior to joining UMB, Mr. Treece worked for seven years at RSM McGladrey within the financial services group, working with over one-hundred community banks throughout Colorado, Oklahoma, Kansas and Missouri. Mr. Treece began his career at KPMG in Kansas City, where he worked over five years primarily with community banks as well as other financial institutions and several insurance companies.

Cathy P. Goss. Ms. Goss is Executive Vice President and Chief Credit Officer of the Company and holds the same position at Guaranty Bank and Trust Company. Ms. Goss also has served as a director of Guaranty Bank and Trust Company since March 2011. Prior to being appointed as Executive Vice President and Chief Credit Officer in November 2011, Ms. Goss served as Executive Vice President, Commercial Banking of Guaranty Bank and Trust Company. Prior to joining the Company in 2006, Ms. Goss worked at U.S. Bank for 21 years, ending in the capacity of Senior Vice President and Manager for the Commercial Banking team. Ms. Goss served in a management capacity at U.S. Bank since 1996, including five years where (in addition to running a commercial team), she managed business banking lending groups in North Denver, Colorado Springs and Pueblo. Prior to 1996, Ms. Goss was a senior relationship manager, progressing into this role after two years of formal credit training at the beginning of her banking career. Ms. Goss serves as a member of the board of directors of the Denver Rescue Mission and Encon United.

CNG Committee—Scope of Authority. Pursuant to its charter, among other things, the CNG Committee administers the Company's compensation program and various incentive and benefit plans, including the Amended and Restated 2005 Stock Incentive Plan and the Executive Cash Incentive Plan. The CNG Committee reviews and approves (or recommend to the Board for approval) the compensation of members of executive management, including the executives who are identified in the Summary Compensation Table in this Proxy Statement (whom we refer to as our "Named Executive Officers"), evaluates the performance of the executive management team (including the CEO) and considers executive management succession and related matters. The CNG Committee also periodically reviews, assesses and monitors the performance, and regularly reviews the design and function, of the Company's incentive compensation arrangements to ensure that they provide risk-taking incentives consistent with the safety and soundness of the organization. Under its charter, the CNG Committee has the authority to delegate any of its duties and responsibilities (or functions) to a subcommittee of the CNG Committee consisting of one or more members, as appropriate and to the extent permitted by law. The CNG Committee's charter also permits the approval of any equity awards to Section 16 directors and officers by a subcommittee of "non-employee directors" (as defined in Rule 16b-3 of the Securities Exchange Act of 1934).

Compensation Philosophy and Objectives. The Company's executive compensation program is designed to maximize stockholder value by aligning compensation with the Company's performance and to attract, motivate, retain and reward a highly qualified and dedicated executive management team.

The first goal of our compensation program is to link a considerable portion of executive compensation to the performance of the Company and thereby aligning the interests of our executive officers with the interests of our stockholders. We balance this shareholder alignment goal with incentive plans that do not encourage imprudent risk-taking that would be inconsistent with the long-term health of the Company. The CNG Committee seeks to achieve this goal through a base salary coupled with annual cash incentive bonuses and long-term performance-based equity awards, historically in the form of restricted stock grants. The annual cash bonuses and long-term equity awards are tied to key performance goals that are meaningful to our stockholders and are designed to improve organizational and individual performance while mitigating undue risk-taking. To that extent, the Company follows the final Guidance on Sound Incentive Compensation Policies issued on June 21, 2010 by the Federal Reserve, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (the "SICP Guidance"). On a periodic basis, the Company evaluates its incentive compensation arrangements and related risk management, control, and corporate governance processes to ensure that they (1) do not encourage excessive risk-taking and do not pose a threat to the safety and soundness of the organization and (2) are consistent with the principles described in the SICP Guidance. A risk assessment was performed on all of the Company's incentive compensation arrangements at the beginning of 2012.

The second goal of our compensation program is to attract, motivate and retain highly competent and dedicated executives who will provide leadership for the Company's success. Our executives, and particularly our Named Executive Officers, are talented managers and they are often presented with opportunities at other institutions, including opportunities at potentially higher compensation levels. The Company does not have employment agreements with any of its executive officers. Accordingly, the CNG Committee seeks to achieve this goal by setting base compensation and incentives at competitive but prudent levels and by awarding long-term incentives in the form of stock-based awards based on achieving corporate goals that are meaningful to our stockholders.

The CNG Committee periodically reviews base and overall executive compensation levels paid by publicly traded financial institutions across a similar range of asset size to the Company, based on available data. Taking into account factors such as internal pay equity, experience, tenure, scope of

responsibility, market and economic conditions, performance and risk management considerations, the CNG Committee seeks to target overall compensation at levels that it believes to be consistent and competitive with comparable peers within the banking industry. In addition, total executive compensation may be affected by decisions to pay higher levels of compensation in order to attract superior executive talent in critical functions or to provide additional compensation outside of the normal annual review cycle to address retention issues.

We combine the compensation elements for each of our executive officers in a way we believe will maximize such executive's contribution to the Company without creating inappropriate risk-taking. The CNG Committee has not established a policy or target for the allocation between either cash and non-cash or short-term and long-term compensation, but it is reviewed annually to mitigate any potential excessive risk-taking. The CNG Committee reviews and considers information and data provided by either consultants or management, including peer group data as well as surveys or databases to which the Company subscribes, to determine the appropriate level and mix of base compensation, performance-based pay and other elements of compensation.

Role of Executive Officers in Determining or Recommending Executive Compensation. The CNG Committee generally requests the CEO and other executives to be present at CNG Committee meetings to discuss executive compensation. Executive officers in attendance may provide their insights and suggestions, but only the CNG Committee members may vote on decisions regarding executive compensation. In particular, the CEO provides input regarding the performance of the other executive officers and makes recommendations to the CNG Committee regarding the amount and form of compensation for the other executive officers. The CNG Committee discusses the CEO's compensation with him, but final deliberations and all votes regarding the CEO's compensation are made in executive session, without the CEO present. Based on the above, as well as based on input from discussions with other persons and advisors as it deems appropriate, such as a compensation consultant or other members of the Board, the CNG Committee evaluates and determines the amount and form of compensation for the CEO and the other executive officers.

Review of Executive Compensation Program; Role of Compensation Consultants. The CNG Committee does not regularly use an outside compensation consultant and determined not to employ an outside compensation consultant with respect to the determination of the amount or form of executive compensation for 2010 and 2011. In connection with the Company becoming a publicly traded company in 2005, the CNG Committee engaged ECG Advisors, LLC, a compensation consultant, to conduct a competitive review of our executive compensation program. In 2008, the CNG Committee compared the Company's executive compensation against a group of publicly traded, financial institutions across a similar range of asset size to the Company that the Company uses to compare its financial performance against. To assist the CNG Committee's review and evaluation of executive compensation in 2008, data was provided from SNL Financial, which was compiled by Castle Creek Capital.

In the latter part of 2011, the CNG Committee engaged a compensation consultant, McLagan, an Aon Hewitt Company ("McLagan"), to conduct a competitive review of our executive compensation program to assist the CNG Committee in determining and approving executive compensation for 2012. In connection with McLagan's review of executive compensation, a custom peer group was established with the input of McLagan, the Board and management. The peer group, which was chosen based upon relevant factors such as geography, asset size, profitability and credit quality, consists of 20 publicly traded financial institutions ranging in total assets from $1 billion to $5.1 billion and headquartered in Colorado, California, Oklahoma, Oregon, Texas and Washington. McLagan's review included data on salary, cash compensation (salary and annual cash incentives), direct compensation (cash compensation and all forms of equity compensation) and total compensation (direct compensation and all other forms of compensation). The primary data source used in evaluating competitive market levels for the executive officers was the peer group, which was supplemented with banking industry survey data. McLagan also provided a report that illustrated annual and long-term

incentive plan structures and suggestions for employees that included the executive officers. The executive compensation review was also provided to the CEO for his use in developing 2012 compensation recommendations to the CNG Committee regarding the other executive officers. In addition, as part of its engagement by the CNG Committee, McLagan reviewed the Company's Executive Cash Incentive Plan and Stock Incentive Plan to ensure that they were market competitive and compliant with the SICP Guidance, provided guidance and assistance in conducting a risk assessment of the Company's incentive compensation plans and provided best practice information.

Components of Compensation. The key components of our executive compensation program consist of a base salary, annual cash bonus opportunity under our Executive Cash Incentive Plan and periodic grants of time-based and performance-based restricted stock under our Amended and Restated 2005 Stock Incentive Plan. Our executives can defer base salary through our tax-qualified 401(k) plan. The Company's Deferred Compensation Plan was terminated in 2010. In addition, we provide change-in-control severance protection to certain of our executive officers through our Change in Control Severance Plan (however, as a result of the Company being subject to the regulatory Written Agreement, any additions, changes or payments to be made under this plan are subject to the prior approval of the Company's primary federal regulator, the Federal Reserve, with the concurrence of the FDIC). We also provide certain perquisites to our executive officers, such as a car allowance, parking and long-term disability insurance. At least annually, the CNG Committee reviews tally sheets containing all components of compensation payable to the CEO and the other executive officers, in terms of current compensation and long-term and incentive compensation, to ensure that the compensation program is meeting the goals of the Company's compensation philosophy.

Base Salary—The CNG Committee reviews the base salary of the CEO and the other executive officers. The CNG Committee does not tie its base salary decisions to any particular formulas, measurements or criteria, but members take into account the Company's performance, internal equity pay, individual executive performance and compensation levels paid by our peer group, as well as economic and other market conditions in the Company's market area.

Annual Cash Incentive Compensation—Pursuant to the Company's Executive Cash Incentive Plan, annual cash bonuses are paid to executives based on the achievement of pre-established quantitative and qualitative performance measures. Quantitative performance measures may include, but are not limited to: net income; return on average assets ("ROA"); cash ROA; loan growth; asset quality ratios; return on average equity ("ROE"); cash ROE; earnings per share ("EPS"); cash EPS; stock price; efficiency ratio; and book value per share. Each quantitative performance measure operates independently (i.e., it is possible for one measure to generate an award and not the other) and quantitative performance measures are individually weighted (i.e., one measure may be counted more heavily in calculating awards than the other). Qualitative performance measures may include or relate to, but are not limited to: the execution of strategic goals; the quality of the Company's regulatory relationships; individual contributions to the Company's performance; credit-related goals; expense management goals; overall adherence to the Company's enterprise risk management program, which covers but is not limited to the management of credit and underwriting risk, compliance and legal risk, operational and transaction risk, interest rate risk and reputation risk; or such other key qualitative measures tied to current or future Company performance. The qualitative performance measures operate together and are not individually weighted. Awards earned on the basis of the quantitative performance measure(s) may be increased or decreased based on the achievement of qualitative performance measures. The achievement of qualitative performance measures may result in awards even if quantitative performance measure(s) are not achieved at the threshold level and may result in awards above the maximum performance level. Likewise, non-achievement of qualitative performance measures may result in no awards even if quantitative performance measure(s) are achieved at or above the threshold level and may result in awards below the minimum threshold performance level. The CNG Committee has the authority to subjectively evaluate the achievement of qualitative performance measures and increase or decrease awards based on its evaluation. The CNG Committee

uses judgment and discretion rather than relying solely on formulaic results, and generally takes into account the business and economic environment, the Company's overall performance, budgetary considerations, each executive officer's performance in relation to the goals set for him or her, competitive factors within the industry, and retention of key executives. Not all eligible executive officers will necessarily receive a bonus and not all eligible executive officers will necessarily receive the same bonus. Additional amounts may be paid as bonuses to members of the Company's executive management team who are deemed by the CNG Committee to have achieved superior performance during the fiscal year. The Company's plan is designed to be self-funding for each performance period.

Stock-Based Awards—Stock-based awards granted to executive officers of the Company under our Amended and Restated 2005 Stock Incentive Plan may be granted from time to time at the discretion of the CNG Committee upon its own determination or recommendation from the CEO with respect to grants to other executive officers. In line with the Company's compensation philosophy of awarding long-term equity incentives, in 2010, the CNG Committee implemented a long-term stock award program with respect to executive officers, with the objective of granting annual performance-based awards having a performance cycle of three years. These grants to our executive officers typically occur during the first quarter along with the formal annual evaluation of the executives' total compensation. Additionally, grants may also coincide with hirings, promotions or the vesting of a previous grant. Other than to create performance incentives for executive officers, the CNG Committee may grant stock-based awards for recruiting and retention purposes.

In considering whether to grant an equity award and the size of the grant to be awarded, the CNG Committee considers, with respect to each executive officer, the salary level, the contributions expected toward the growth and profitability of the Company and, to the extent available, survey data indicating grants made to similarly situated officers at comparable financial institutions. The CNG Committee decides whether to approve the grant of equity awards, and the terms of such grant, after deliberation in executive session with respect to grants to the CEO and after discussion with the CEO with respect to grants to other executive officers.

The Company has chosen to grant time-based and performance-based restricted stock in lieu of granting stock options as future incentive compensation. The Company decided to use performance-based restricted stock instead of stock options as a major component of the incentive compensation for its executive officers because it more closely ties the incentive pay of executives to the performance of the Company and has a less dilutive effect to stockholders than stock option grants. The value of both time-based and performance-based restricted stock fluctuates directly with changes in our stock price and, with respect to performance-based restricted stock, only vests to the extent that specific performance targets are achieved. No vesting occurs, and the granted shares are forfeited, if the minimum or set performance target is not met. Historically, time-based restricted stock grants generally have vested in thirds on each of the second, third and fourth anniversaries of the commencement of the vesting period (typically hire date or CNG Committee approval date). Since the implementation of the long-term stock award program in 2010, the CNG Committee has typically set a three year vesting period, with the grant vesting in thirds on each of the first, second and third anniversaries of the commencement of the vesting period. Generally, the recipient of these grants is entitled to receive dividends, if any, only with respect to the underlying shares that vest. All granted shares accelerate vesting upon a change in control of the Company, as defined in the Amended and Restated 2005 Stock Incentive Plan.

401(k) Plan—Our 401(k) plan allows executives and other participants to defer a portion of their compensation. The Company also provides a matching contribution to the 401(k) plan. In 2010, the Company matched 100% of each dollar contributed by a participant to the 401(k) plan up to four percent (4%) of a participant's base salary, subject to IRS limitations. In 2011, the Company matched 50% of each dollar contributed by a participant to the 401(k) plan, with such participant contribution limited to four percent (4%) of the participant's base salary (subject to IRS limitations) for purposes of

the match. In other words, in 2011, the Company matched up to a maximum of 2% of a participant's base salary, subject to IRS limitations. For 2012, the Company changed the matching to match 50% of each dollar contributed by a participant to the 401(k) plan up to six percent (6%) of the participant's base salary (subject to IRS limitations) for purposes of the match. In other words, the Company matches up to a maximum of 3% of a participant's base salary, subject to IRS limitations.

Deferred Compensation Plan—From 2005 to 2010, the Company maintained a deferred compensation plan for a select group of management or highly compensated employees and non-employee members of the Board. The plan, which was an unfunded deferred compensation plan, was exempt from certain requirements of the Employee Retirement Income Security Act of 1974. The plan allowed the participants to defer up to 80% of their salary and up to 100% of their bonus or incentive compensation, and up to 100% of cash fees in the case of directors, until termination or upon the occurrence of other specified events (e.g., disability, previously specified dates, and unforeseeable emergencies). Generally, once a participant made an election regarding the time of his or her deferred compensation payout, he or she could only modify that election if such modification occurred at least one year before the payout would begin if not modified and did not cause any amounts to be paid to the participant for at least five years after the payout would have begun if not modified. The plan permitted participants to elect to have deferred amounts deemed to be invested in a variety of publicly available, unaffiliated mutual funds or Company common stock (deemed investments in Company common stock could not be reallocated to other deemed investments). The plan did not guarantee any minimum rate of return, and returns were determined solely by the performance of the participant's investments. Participation in the plan was voluntary and participants could change their elections annually, or otherwise as permitted by the plan and applicable regulations governing the deferred tax treatment of the plan. The Company paid all applicable fees and expenses relating to the administration of the plan. At the end of 2009, due primarily to a low participation rate and the overall administration costs, the Company determined not to offer eligible or existing participants under the Company's deferred compensation plan the ability to defer any compensation for 2010. At the end of 2010, the Company determined to terminate the plan, and thereafter distributions occurred in accordance with previously scheduled distributions until December 15, 2011, at which point all remaining amounts in the plan were distributed to the participants.

Change in Control Protection—The Company has in place a Change in Control Severance Plan, which provides for severance compensation for our executive officers in the event of termination without cause or for good reason within two years following a change in control. The purpose of the plan is to assist in recruiting, encourage retention and minimize the uncertainty and distraction caused by a potential acquisition, and to allow our executive officers to focus on performance by providing transition assistance if there is a change in control. In addition, the plan is intended to align executive and stockholder interests by enabling the executive officers to consider corporate transactions that are in the best interests of the stockholders and other constituents of the Company without undue concern over whether the transactions may jeopardize the executives' own employment. The Company believes that change in control arrangements should compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive's personal wealth. Therefore, the severance plan requires that there be both a change in control and an involuntary termination without "cause" or a voluntary termination for "good reason", which is often referred to as a "double-trigger". The double-trigger ensures that the Company will become obligated to make payments under the severance plan only if the executive is actually or constructively discharged as a result of the change in control. However, as a result of the Company being subject to the regulatory Written Agreement, any additions, changes or payments to be made under this plan are subject to the prior approval of the Company's primary federal regulator, the Federal Reserve, with the concurrence of the FDIC. No such additions, changes or payments have been made under the plan in 2010 or 2011. In addition, under the Company's Amended and Restated 2005 Stock Incentive Plan, all granted equity awards fully vest upon a change in control. The Company determined that accelerated vesting is appropriate under this

circumstance as a means to attract and retain executives in light of the uncertainty regarding consolidation in the banking sector. For more information on the severance plan, please see "Payments on Termination or Change of Control" in this Proxy Statement.

Section 162(m) Deductibility. Under Internal Revenue Code Section 162(m), the Company's tax deduction may be limited to the extent total compensation paid to the CEO or to any of the other three most highly compensated executive officers (other than the CFO) exceeds $1 million in any one tax year. The deduction limit does not apply to payments that qualify as "performance-based" provided certain requirements are met, including receipt of stockholder approval. Regulations under Section 162(m) also permit stock options to be excluded from compensation if certain conditions are met, but restricted stock and restricted stock awards (other than performance-based stock and performance-based stock awards) may not be exempt if the aggregate compensation of the executive officer would exceed the limit. Generally, it is the intent of the CNG Committee to structure the Company's cash and stock-based compensation programs so that compensation payments and stock-based awards are tax deductible. However, the CNG Committee reserves the discretion to make payments or stock-based awards that are not tax deductible.

The following table sets forth the 2011 and 2010 compensation for the persons who served as CEO during 2011 and for each of the two most highly compensated executive officers of the Company, other than the CEO(s), who were serving as executive officers at the end of 2011. These persons are referred to collectively as the "Named Executive Officers".

Name and Principal Position(1)

Paul W. Taylor	2011	366,667	—	200,001	200,000	26,018	792,686
President and Chief Executive Officer	2010	300,000	—	150,000	108,000	34,996	592,996
Daniel M. Quinn	2011	153,461	—	121,081	—	6,519	281,061
Former President and Chief Executive Officer	2010	450,000	—	225,000	202,500	32,426	909,926
Christopher G. Treece	2011	196,901	—	89,000	75,000	12,568	373,469
Executive Vice President, Chief Financial Officer and Secretary	2010	N/A	N/A	N/A	N/A	N/A	N/A
Cathy P. Goss	2011	221,250	—	45,500	80,000	9,016	355,766
Executive Vice President and Chief Credit Officer	2010	N/A	N/A	N/A	N/A	N/A	N/A

probable outcome of the performance conditions. For 2011, 112,048 and 25,000 shares of performance-based awards granted to Mr. Taylor and Mr. Treece, respectively, are excluded from the amount reported above because they were not expected to vest as of the grant date since they represent awards for exceeding the targeted performance conditions. Assuming the achievement of the maximum level of performance conditions with respect to these awards, the aggregate grant date value of the stock awards reportable in the above table for 2011 would be $350,000 and $120,500 for Mr. Taylor and Mr. Treece, respectively. For 2010, 95,339 and 63,559 shares of performance-based awards granted to Mr. Quinn and Mr. Taylor, respectively, are excluded from the amount reported above because they were not expected to vest as of the grant date since they represent awards for exceeding the targeted performance conditions. Assuming the achievement of the maximum level of performance conditions with respect to these awards, the aggregate grant date value of the stock awards reportable in the above table for 2010 would be $337,500 and $225,000 for Mr. Quinn and Mr. Taylor, respectively. Please refer to the "Outstanding Stock-Based Awards" subsection below for a discussion of the performance targets (if applicable), vesting, the applicability of dividends and other terms regarding these stock awards.

(3): Reflects payments made under the Company's Executive Cash Incentive Plan. Please refer to the "Annual Cash Incentive Compensation" subsection below for a discussion of the performance targets and other criteria regarding the cash incentive awards for 2011. Mr. Quinn was not paid a cash incentive award for 2011 due to his departure in May 2011. Please refer to the "CEO Compensation—Mr. Quinn" subsection below for a discussion of the cash incentive awards paid to Mr. Quinn for 2010.
(4): The following table sets forth the components of all other compensation reported above for the Named Executive Officers in 2011.

2011 Compensation. The CNG Committee reviewed and evaluated all components of compensation with respect to the executive officers for 2011.

CEO Compensation—Mr. Quinn. Mr. Quinn was hired as CEO in May 2006 and given the additional title of President as of January 1, 2007. Mr. Quinn was appointed as Chairman of the Board on August 3, 2010. At the time Mr. Quinn was hired as CEO, the Board and CNG Committee, in determining and approving Mr. Quinn's compensation package, considered Mr. Quinn's level of qualifications and experience and the compensation levels of the Company's then existing executive officers. In addition, at such time, the Company's management performed a comparative review of CEO compensation against the Company's peer group. It was the CNG Committee's intent to position the base salary, annual bonus and stock-based award components of Mr. Quinn's compensation generally at or above the median of this group but below the 75^th percentile. At the time Mr. Quinn was hired, the Company entered into an employment agreement with Mr. Quinn, which provided certain severance benefits upon a covered termination of employment within two years following a change in control. The employment agreement was subsequently terminated in late 2006 in connection with the adoption of the Company's Change in Control Severance Plan.

In the beginning of February 2011, the CNG Committee and the independent directors of the Board reviewed and evaluated Mr. Quinn's performance and compensation in executive session. Based upon such evaluation, the CNG Committee determined not to change either Mr. Quinn's base salary compensation (i.e., $450,000) or his participation levels under the Executive Cash Incentive Plan for 2011 (see "Annual Cash Incentive Compensation" below). In making these decisions, the CNG Committee felt that Mr. Quinn's overall compensation package continued to be sufficiently adequate in light of the Company's compensation philosophy. In addition, at such time, in connection with the Company's long-term stock award program implemented in 2010 with respect to executive officers, Mr. Quinn was granted performance-based stock awards. See "Outstanding Stock-Based Awards" below for further information with respect to these awards.

On February 8, 2011, Mr. Quinn notified the Company of his intention to resign from the Company and Guaranty Bank and Trust Company effective as of the date of the Company's 2011 Annual Meeting of Stockholders, which occurred on May 3, 2011. Mr. Quinn's decision to resign was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Given the circumstances of Mr. Quinn's announced resignation, the CNG Committee determined in February 2011, with the concurrence of the independent directors of the Board, to award the $202,500 cash bonus to Mr. Quinn achieved under the Executive Cash Incentive Plan for 2010. Pursuant to a transition retention agreement entered into with Mr. Quinn on February 28, 2011, the Company paid the $202,500 cash bonus under the Executive Cash Incentive Plan; however, Mr. Quinn agreed to repay 100% of the bonus, less any unrecoverable taxes or other withholdings imposed on the bonus, within thirty (30) days following the termination date of his employment with the Company if he chose to terminate his employment prior to May 3, 2011. In addition, as a further inducement for Mr. Quinn to remain in his position as Chairman, President and Chief Executive Officer through the Company's 2011 Annual Meeting of Stockholders, the Company modified the 95,339 shares of restricted stock awards granted to Mr. Quinn in August 2010 by accelerating the vesting of such shares to the date of the 2011 Annual Meeting of Stockholders. As part of the agreement, Mr. Quinn agreed to a (A) non-solicitation covenant with respect to the Company's and Bank's employees and customers for nine months following the termination of his employment, (B) full waiver and release of claims against the Company, the Bank and any of their present and former employees, directors, officers and agents and (C) non-disparagement provision. Mr. Quinn remained with the Company through May 3, 2011 and the 95,339 shares vested in full.

As a result of Mr. Quinn's resignation effective as of May 3, 2011, no cash bonus was paid to Mr. Quinn under the Executive Cash Incentive Plan for 2011 and all unvested stock awards previously granted to Mr. Quinn were forfeited as of May 3, 2011.

CEO Compensation—Mr. Taylor. On May 3, 2011, the Board appointed Mr. Taylor as the Company's President and CEO on an interim basis until such appointment was approved by the Company's regulators. Mr. Taylor was similarly appointed President and CEO of Guaranty Bank & Trust Company on an interim basis. On July 14, 2011, after obtaining the requisite regulatory approvals, the Board appointed Mr. Taylor as the President and CEO of the Company and Guaranty Bank on a permanent basis, and as a director of the Company, effective immediately. As a member of management, Mr. Taylor does not receive any additional compensation for serving as a director of the Company.

In connection with his appointment as President and CEO, the CNG Committee and the independent directors of the Board, in determining and approving Mr. Taylor's compensation package, considered Mr. Taylor's level of qualifications and experience, his compensation levels relating to his prior positions with the Company and the compensation levels of the previous CEO, Mr. Quinn, and other existing senior officers. As a result, Mr. Taylor's annual base salary was increased from $300,000 to $400,000, his participation level under the Executive Cash Incentive Plan for 2011 was set at 50% of base salary (see "Annual Cash Incentive Compensation" below), and he was granted additional,

performance-based restricted stock awards, similar to those granted to him in February 2011, so that the aggregate number of awards granted to him in 2011 were based on 50% of Mr. Taylor's new annual base salary. See "Outstanding Stock-Based Awards" below for further information with respect to these awards.

Base Salary—Other Named Executive Officers. The other two Named Executive Officers were promoted to executive positions during 2011—Mr. Treece was promoted to Executive Vice President, Chief Financial Officer and Secretary as of July 29, 2011 and Ms. Goss was promoted to Executive Vice President and Chief Credit Officer as of November 18, 2011. Based upon the recommendations of the CEO, the CNG Committee reviewed and approved the annual base salaries of these two Named Executive Officers—$225,000 and $245,000, respectively.

Annual Cash Incentive Compensation. The CNG Committee determined the following quantitative performance measures, qualitative performance measures and participation levels under our Executive Cash Incentive Plan for 2011. Participation levels are expressed as a percentage of base salary for each of the "threshold", "target" and "maximum" quantitative performance levels. Under the plan, awards earned or not earned on the basis of the quantitative performance measure(s) may be increased or decreased based on the achievement of qualitative performance measures.

Quantitative Performance Measures. For 2011, the following quantitative performance measures and related targets, along with the respective weights of such targets, were established:

Weight	Performance Measure	Performance Target			% of Target Payout

		(Dollars in thousands)			25%			50%			75%			100%
50%	Budgeted Net Income as a % of Budget	$	5,131			80	%		90	%		95	%		100	%
30%	Classified Assets/Capital & ALLL		40	%		55	%		50	%		45	%		40	%
10%	4^th Quarter Net Interest Margin		4.00	%		3.70	%		3.80	%		3.90	%		4.00	%
10%	Ending Loans as a % of Budget	$	1,155			97.9	%		98.6	%		99.3	%		100	%

In addition, a performance multiplier of 1.2x is applied, i.e., enhancing the overall quantitative quotient above by 1.2x, if the Company's regulatory composite CAMELS rating improves.

The following are the participation levels that were established for 2011 (mathematical interpolation is used to calculate the bonus for achievement below or above the participation levels established below):

In July 2011, due to the departures of Mr. Quinn in May 2011 and James K. Simons (the Company's former Chief Credit Officer) in March 2011, the subsequent promotion of Mr. Taylor to President and CEO, the ongoing searches for a new Chief Financial Officer, Chief Credit Officer and a President of Guaranty Bank, and the revision of the Company's budget in May 2011, the CNG Committee revisited and revised the quantitative performance measures and participation levels adopted earlier in the year. In particular, the target levels for the "Classified Assets/Capital & ALLL" performance measure were made more difficult to achieve (i.e., the 25% target level changed from 70% to 55% and the 100% target changed from 50% to 40%) and the "Net Loan Growth % of Budget" performance measure and related targets were revised to an "Ending Loans as a % of

Budget" performance measure and related targets. In addition, as a result of the revisions to the Company's budget in May 2011, the 100% target for the "Budgeted Net Income as a % of Budget" performance measure changed from $6,923 to $5,131 (dollars in thousands). The "4^th Quarter Net Interest Margin" performance measure was not revised. Finally, the target participation levels were revised downward from 100% to 50% of base salary for the CEO and from 80% to 40% of base salary for the other executive officers.

For 2011, the "Budgeted Net Income as a % of Budget" performance measure was achieved at the 100% Target Payout level, the "Classified Assets/Capital & ALLL" performance measure was achieved at the 100% Target Payout level and the "4^th Quarter Net Interest Margin" performance measure was achieved at the 50% Target Payout level, while the "Ending Loans as a % of Budget" performance measure was not achieved. The performance multiplier of 1.2x was not triggered. In the aggregate, an 85% payout level was achieved under the quantitative performance measures.

Qualitative Performance Measures. In addition to the quantitative performance measures, only one qualitative performance measure was established for 2011: individual contributions to the Company's performance. Individual contributions to the Company's performance were also considered by the CNG Committee in awarding bonuses under the Executive Cash Incentive Plan for 2011.

In addition, for 2011, awards under the Executive Cash Incentive Plan were subject to disqualification if the Company and Guaranty Bank and Trust Company (the "Bank") did not comply with the Written Agreement, dated January 22, 2011, by and among the Company, the Bank, the Federal Reserve Bank of Kansas City and the State of Colorado Division of Banking (the "Written Agreement"). The Company and the Bank were in compliance with the Written Agreement during 2011 and as of the date the CNG Committee determined and approved the awards under the Executive Cash Incentive Plan.

After evaluating the various quantitative and qualitative performance measures against 2011 performance, the CNG Committee determined to award the following cash awards to the Named Executive Officers pursuant to the Executive Cash Incentive Plan: $200,000 to Mr. Taylor, $75,000 to Mr. Treece and $80,000 to Ms. Goss. Based upon the CNG Committee's evaluation of the CEO's individual performance and accomplishments for 2011 (i.e., the qualitative performance measure), the CNG Committee determined to increase Mr. Taylor's award by $30,000 from the 85% payout level achieved under the quantitative performance measures (i.e., $170,000). With respect to Mr. Treece and Ms. Goss, the CEO (in making his recommendations to the CNG Committee) and the CNG Committee took into account their respective individual contributions and performance in their positions held with the Company prior to being promoted to their respective executive officer positions.

2005-2006 Performance-Based Awards. In August 2005 (75,000 shares with respect to Mr. Taylor) and May 2006 (300,000 shares with respect to Mr. Quinn), the CNG Committee granted long-term performance-based restricted stock awards to executive officers. The CNG Committee made these grants in connection with the hiring of the executive officers, with the purpose to either recruit or enhance retention of the executives and in each case to provide additional incentives to such officers to improve performance and ultimately increase stockholder value. With respect to these performance-based restricted stock grants, none of the grants has vested, in part or in whole (Mr. Quinn's shares were forfeited as of May 3, 2011 due to his resignation). These performance-based restricted stock grants vest, in whole or in part, based upon the achievement of long-term cash EPS targets and the attainment of a regulatory management rating of satisfactory, which are evaluated annually. The CNG Committee set the threshold or initial cash EPS target in 2005 at $1.00 and the maximum cash EPS target at $1.33. Upon meeting the threshold or initial cash EPS target of $1.00 (assuming the regulatory rating is satisfied), 50% of the grant will vest. Thereafter, the grant will vest on a straight-line basis

until either the grant fully vests at the maximum cash EPS target of $1.33 or the grant expires. Any unvested shares of existing grants expire and are forfeited if the performance targets are not met as of December 31, 2012. Upon vesting 50% of a specific grant, the recipient of the grant is entitled to receive dividends, if any, on both the vested and unvested shares underlying the grant at the same rate paid to stockholders generally. Based on management's analysis, management has determined that it is not probable that the Company will meet any of the cash EPS targets on or before December 31, 2012. The restrictions on all the shares of performance-based restricted stock lapse, and the shares would immediately vest, upon a change in control of the Company.

2009 Time-Based Awards. In November 2009, the CNG Committee, based upon the recommendation of the then CEO, granted 20,000 shares and 40,000 shares of time-based restricted stock to Mr. Treece and Ms. Goss, respectively. These grants were primarily made on the basis of retention and were made at a time when each of Mr. Treece and Ms. Goss were not executive officers of the Company. These grants vest in thirds on each of the second, third and fourth anniversaries of the grant date (November 10, 2009).

2010 Performance-Based Awards. In August 2010, in connection with the CNG Committee's implementation of a new long-term stock award program with respect to executive officers, with the objective of granting annual performance-based awards having a performance cycle of three years, each of Messrs. Quinn and Taylor was granted two different sets of performance-based stock awards. The targeted number of shares for the combined grants was based on 50% of the executive's then existing annual base salary, with the number of targeted shares split evenly between the two different sets of performance-based stock awards.

With respect to the first set of stock awards (the "WA Performance Stock Award"), the overall vesting of the award is contingent on the termination of the regulatory Written Agreement. If the Written Agreement terminates before December 31, 2012, one-third of the stock award will vest as of the date of such termination and one-third of the stock award will vest on each of December 31, 2012 and December 31, 2013. If the Written Agreement terminates after December 31, 2012 but before December 31, 2013, two-thirds of the stock award will vest as of the date of such termination and one-third of the stock award will vest on December 31, 2013. If the Written Agreement is not terminated on or before December 31, 2013, the stock award will not vest and the stock award will expire. Dividends would not be paid on the award unless and until the award vested. Mr. Quinn was granted 95,339 shares and Mr. Taylor was granted 63,559 shares of the WA Performance Stock Award. The terms of Mr. Quinn's WA Performance Stock Award were modified in 2011—see "2011 Quinn Award" below.

With respect to the second set of stock awards (the "Financial Performance Stock Award"), the vesting of the award is based on two equally weighted metrics—average pre-tax return on assets (ROA) and average pre-tax income. The targets for each metric were determined based on the Company's internal five year financial plan. The amount of shares to be vested is determined by where the metric's actual performance would fall within a 90% ("threshold level") to 110% ("maximum level") range of the performance target ("target level"). The number of vested shares would be determined on a continuous scale by interpolation, with 25% of the targeted shares vesting at the threshold level, 100% of the targeted shares vesting at the target level and 200% percent of the targeted shares vesting at the maximum level. Similar to the first set of awards, the overall vesting of the award is contingent on the termination of the Written Agreement. This stock award expires as of December 31, 2012. Dividends would not be paid on the award unless and until the award vested. Pursuant to this stock award, Mr. Taylor has an opportunity to earn 15,889 shares at the threshold level, 63,559 shares at the target level and 127,119 shares at the maximum level. Mr. Quinn had an opportunity to earn 23,834 shares at the threshold level, 95,339 shares at the target level and 190,678 shares at the maximum level. However, Mr. Quinn's stock award, including the underlying shares, was forfeited as of May 3, 2011 due to his resignation.

The following table presents the performance measures, weights, targets and achievement levels for this second set of stock awards:

Based on management's analysis, management has determined that it is not probable that the Company will meet any of the performance targets for this second set of stock awards on or before December 31, 2012.

2011 Performance-Based Awards. In 2011, in connection with the Company's long-term stock award program with respect to executive officers, several of the Named Executive Officers were granted two different sets of performance-based stock awards, similar to the WA Performance Stock Awards and Financial Performance Awards granted in 2010. The targeted number of shares for the combined grants for each of Messrs. Quinn and Taylor was based on 50% of the executive's then existing annual base salary, with 25% of the targeted shares allocated to WA Performance Stock Awards and 75% of the targeted shares allocated to Financial Performance Awards. The targeted number of shares for the combined grants for Mr. Treece was determined based on the level and the expected vesting of his outstanding restricted stock awards and his annual base salary, with the number of targeted shares split evenly between WA Performance Stock Awards and Financial Performance Awards.

With respect to the WA Performance Stock Awards, in February 2011, Mr. Quinn was granted 43,269 shares and Mr. Taylor was granted 28,847 shares of this stock award, with the vesting criteria and schedule identical to the WA Performance Stock Awards granted in 2010 (see above). However, Mr. Quinn's stock award, including the underlying shares, was forfeited as of May 3, 2011 due to his resignation. In July 2011, Mr. Taylor was granted an additional 8,504 shares of this stock award in connection with his promotion. In August 2011, Mr. Treece was granted 25,000 shares of this stock award in connection with his promotion, with the terms of vesting schedule of his award being one year later. For Mr. Treece's award, if the Written Agreement terminates before December 31, 2012, one-third of the stock award will vest on each of December 31, 2012, December 31, 2013 and December 31, 2014. If the Written Agreement terminates after December 31, 2012 but before December 31, 2013, one-third of Mr. Treece's award will vest on the date of such termination and one-third of Mr. Treece's award will vest on each of December 31, 2013 and December 31, 2014. If the Written Agreement terminates after December 31, 2013 but before December 31, 2014, two-thirds of Mr. Treece's award will vest as of the date of such termination and one-third of Mr. Treece's award will vest on December 31, 2014. If the Written Agreement is not terminated on or before December 31, 2014, Mr. Treece's award will not vest and the stock award will expire. Dividends would not be paid on the award unless and until the award vested.

With respect to the Financial Performance Awards granted in 2011, the vesting criteria (i.e., the metrics and weightings) were similar to the awards granted in 2010. In addition, similar to the awards granted in 2010, the overall vesting of the award is contingent on the termination of the Written Agreement. These stock awards expire as of December 31, 2013. Dividends would not be paid on the

awards unless and until the awards vested. With respect to the Financial Performance Awards granted in February 2011, Mr. Taylor has an opportunity to earn 21,634 shares at the threshold level, 86,538 shares at the target level and 173,076 shares at the maximum level (the "Taylor February 2011 FP Awards"). Mr. Quinn had an opportunity to earn 32,452 shares at the threshold level, 129,808 shares at the target level and 259,616 shares at the maximum level. However, Mr. Quinn's stock award, including the underlying shares, was forfeited as of May 3, 2011 due to his resignation. With respect to the Financial Performance Awards granted in July 2011 in connection with Mr. Taylor's promotion, Mr. Taylor has an opportunity to earn 6,377 shares at the threshold level, 25,510 shares at the target level and 51,020 shares at the maximum level (the "Taylor July 2011 FP Awards"). The performance criteria for the Taylor July 2011 FP Awards were based on similar performance criteria for the Taylor February 2011 FP Awards with an adjustment to account for the commencement of the performance period as of July 1, 2011 to comply with Internal Revenue Code Section 162(m). With respect to the Financial Performance Awards granted in August 2011 in connection with Mr. Treece's promotion, Mr. Treece has an opportunity to earn 6,250 shares at the threshold level, 25,000 shares at the target level and 50,000 shares at the maximum level (the "Treece 2011 FP Awards"). The performance criteria for the Treece 2011 FP Awards were based on the Company's budget revised in May 2011 and with the performance period commencing as of July 1, 2011 to comply with Internal Revenue Code Section 162(m).

The following table presents the performance measures, weights, targets and achievement levels for the Taylor February 2011 FP Awards:

The following table presents the performance measures, weights, targets and achievement levels for the Taylor July 2011 FP Awards:

The following table presents the performance measures, weights, targets and achievement levels for the Treece 2011 FP Awards:

2011 Time-Based Awards. In February 2011, the CNG Committee, based upon the recommendation of the then CEO, granted 20,000 shares and 35,000 shares of time-based restricted stock to Mr. Treece and Ms. Goss, respectively. These grants were primarily made on the basis of retention and were made at a time when each of Mr. Treece and Ms. Goss were not executive officers of the Company. These grants vest in thirds on each of the second, third and fourth anniversaries of the grant date (February 8, 2011).

The following table presents, with respect to the Named Executive Officers, outstanding equity awards at the end of 2011.

			Stock Awards

							Performance Based Equity Incentive Plan Awards:
			Number of Shares of Stock That Have Not Vested (#)(1)		Market Value of Shares of Stock That Have Not Vested ($)(2)		Performance Based Equity Incentive Plan Awards:
Name	Grant Date		Number of Shares of Stock That Have Not Vested (#)(1)		Market Value of Shares of Stock That Have Not Vested ($)(2)		Number of Unearned Shares (Unvested) (#)(3)		Market Value of Unearned Shares (Unvested) ($)(2)
Paul W. Taylor		8/11/2005		—		—		37,500		55,125
		8/6/2010		—		—		63,559		93,432
		8/6/2010		—		—		15,889		23,357
		2/8/2011		—		—		28,847		42,405
		2/8/2011		—		—		21,634		31,802
		7/6/2011		—		—		8,504		12,501
		7/6/2011		—		—		6,377		9,374
Daniel M. Quinn		—		—		—		—		—
Christopher G. Treece		11/10/2009		13,333		19,600		—		—
		2/8/2011		20,000		29,400		—		—
		8/8/2011						25,000		36,750
		8/8/2011						6,250		9,188
Cathy P. Goss		11/10/2009		26,667		39,200		—		—
		2/8/2011		35,000		51,450		—		—

Change in Control Severance Plan. The Company has a Change in Control Severance Plan (the "CIC Plan"), of which Messrs. Taylor and Treece are participants. Currently, as a result of the Company being subject to the regulatory Written Agreement, any payments to be made under the CIC Plan are subject to the prior approval of the Company's primary federal regulator, the Federal Reserve, with the concurrence of the FDIC.

The CIC Plan is a "double trigger" program, meaning payments are made only if the employee is terminated without cause or for good reason within the two years following a change in control. Under those circumstances, the Company will (i) provide or pay, as the case may be, the participant (A) his or her accrued base salary and benefits through termination, plus his or her pro rata target annual bonus for the year in which the participant is terminated, and (B) a designated multiple of the participant's annual compensation (annual base salary plus the average annual bonus for the two most recent years) and (ii) provide the participant and his or her dependents with medical, dental and vision coverage for the number of years corresponding to the participant's severance multiple, unless the participant obtains other health coverage. If a participant is subject to any excise tax imposed under Section 4999 of the Internal Revenue Code by reason of a change in control, then the Company will pay to the participant an amount as specified in the CIC Plan, subject to a potential severance cutback (i.e., if the amounts payable to the participant do not exceed 110% of the greatest amount that could be paid to him without triggering the excise tax, then the amount payable will be reduced to that amount). In consideration for the severance, a participant will be subject to a non-solicitation covenant following any termination of his or her employment for the number of years corresponding to the participant's severance multiple. In addition, any participant with a severance multiple greater than 2 will be subject to a non-competition covenant for two years following any termination of his or her employment. Mr. Taylor has a severance multiple of two (2) and Mr. Treece has a severance multiple of one (1). The Plan is administered by the Company's Compensation, Nominating and Governance Committee. Under the CIC Plan:

Amended and Restated 2005 Stock Incentive Plan. Under the Company's Amended and Restated 2005 Stock Incentive Plan, any unvested equity awards fully vest on a change in control. No termination of employment is required. The differences between the definition of "Change in Control" under the 2005 Stock Incentive Plan and the definition under the CIC Plan are noted in the first bullet point above.

Employee Severance Pay Plan. This plan generally provides certain benefits to both salaried and hourly part-time and full-time employees ("eligible employees") whose employment is involuntarily terminated because of layoffs, permanent reductions in force, cutbacks in business, the discontinuance of all or any part of the Company's operations or the elimination of an eligible employee's job resulting from a change in the company's business (organizational or otherwise) or from the Company's acquisition of, or merger with, another financial institution. Benefits provided under the plan include a (i) basic severance benefit in which eligible employees receive compensation equal to one pay period based on, for salaried employees, the employee's weekly base salary or, for hourly employees, the employee's hourly wage multiplied by the number of hours that employee is scheduled to work; and (ii) a supplemental severance benefit. The supplemental severance benefit provides employees with less than one year of continuous service with four weeks of salary, and employees with one or more year of continuous service with four weeks of salary and one additional week of salary for each full year of service beginning with the first year. In addition, the plan provides eligible employees at the senior vice president level with a minimum severance payment of twelve weeks and eligible employees at the executive vice president level with a minimum severance payment of sixteen weeks. This plan is not available to executive officers to the extent that their terminations are covered by the CIC Plan. Currently, as a result of the Company being subject to the regulatory Written Agreement, any payments to be made under this plan may be subject to the prior approval of the Company's primary federal regulator, the Federal Reserve, with the concurrence of the FDIC.

Generally Available Benefits. The Company provides limited termination benefits on a non-discriminatory basis to both salaried and hourly employees generally. These payments and benefits include accrued salary and vacation pay and distributions of previously vested plan balances under the Company's 401(k) plan. Under the Company's 401(k) plan, upon a change in control, any unvested Company contributions would fully vest.

The role of the Audit Committee is to (i) assist Board oversight of (a) the integrity of the Company's financial statements, (b) the Company's legal, regulatory and compliance matters, (c) the independent auditors' qualifications and independence and (d) the performance of the independent auditors and the Company's internal audit function; (ii) decide whether to appoint, retain or terminate the Company's independent auditors and to pre-approve all audit, audit-related and other services, if any, to be provided by the independent auditors; and (iii) prepare this Report. The Board has determined, upon recommendations from the CNG Committee, that each member of the Audit Committee is independent and financially literate and that at least one member, Edward B. Cordes, is qualified as an audit committee financial expert, in each case in accordance with the rules of the SEC and the listing standards of NASDAQ.

The Audit Committee operates pursuant to a written charter that was amended as of February 9, 2010. A copy of the Audit Committee charter may be obtained on the Company's website at www.gbnk.com under the section entitled "Corporate Governance". As set forth in the charter, management of the Company is responsible for the preparation, presentation and integrity of the Company's consolidated financial statements, the Company's accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2011 with management and the independent auditors. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors' independence.

Based upon the reports and discussions described above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee's charter, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company for 2011 be included in its Annual Report on Form 10-K for the year ended December 31, 2011 for filing with the SEC.

John M. Eggemeyer, currently one of the Company's directors and who previously served as the Chairman of the Board prior to July 30, 2010, is a co-founder and chief executive of Castle Creek Financial LLC. From 2004 to July 30, 2010, the Company was party to an agreement with Castle Creek Financial pursuant to which Castle Creek Financial was engaged as the exclusive financial advisor to the Company and any entities the Company may form, acquire or invest in, in connection with any effort by the Company to acquire or invest in other financial institutions, effect a sale of the Company or a material amount of the Company's assets or pursue a financing or recapitalization transaction. The agreement provided for the payment of the following fees upon the consummation of certain transactions: (a) 1.5% of the aggregate consideration paid in the event the Company is sold; and (b) in the event of an acquisition of another financial institution by the Company: 1.0% of the aggregate value of the transaction if the aggregate value is $20 million or less; and, if the aggregate value is over $20 million, $200,000 plus 0.75% of the amount of the transaction in excess of $20 million. Castle Creek Financial was also entitled to reimbursement of its reasonable expenses incurred on behalf of the Company. In 2010 and 2011, the Company did not pay any fees to, or reimburse any expenses of, Castle Creek Financial, other than the reimbursement of expenses of Mr. Eggemeyer in his capacity as a director of the Company.

Certain directors and executive officers and corporations and other organizations associated with them and members of their immediate families were customers of and had banking transactions, including loans in certain cases, with the Company's subsidiary bank in the ordinary course of business in 2010 and 2011. These loans are exempt from the loan prohibitions of the Sarbanes-Oxley Act and were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with persons not related to the Company. These transactions did not involve more than the normal risk of collectability or present other unfavorable features. The Company expects its subsidiary bank to have banking transactions with such persons in the future.

The Audit Committee has reappointed Crowe Horwath LLP ("Crowe Horwath") as the independent registered public accounting firm to audit the financial statements of the Company for 2012. Crowe Horwath has audited the financial statements of the Company since 2007.

The following is a description of fees paid or payable by the Company to Crowe Horwath relating to the audit of the Company's 2011 and 2010 consolidated financial statements and the fees for other professional services billed to the Company for 2011 and 2010:

Audit-Related Fees: No audit-related fees were billed to the Company by Crowe Horwath for the years ended December 31, 2011 and 2010.

Tax Fees: The aggregate tax fees billed to the Company by Crowe Horwath for the year ended December 31, 2011 totaled $28,000, which included fees for preparation of the Company's 2010 tax returns and other tax compliance matters. The aggregate tax fees billed to the Company by Crowe Horwath for the year ended December 31, 2010 totaled $33,650, which included fees for the preparation of the Company's 2009 tax returns and other tax compliance matters.

All Other Fees: No other fees were billed to the Company for the years ended December 31, 2011 and 2010.

Pre-Approval Policies and Procedures: The Audit Committee requires advance approval by the Audit Committee of all audit, audit-related, tax and other services performed by the independent auditor. In 2011 and 2010, the Audit Committee pre-approved all audit services, non-audit services, audit-related services and tax services performed for the Company by its independent registered public accountant. In approving any non-audit services, the Audit Committee considered whether the provision of the services would be compatible with maintaining its independent registered public accountant's independence. The Audit Committee has delegated to its Chair the authority to pre-approve any audit or non-audit services to be performed by the independent auditor, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership of, and transactions in, the Company's equity securities with the SEC. Such directors, executive officers and 10% stockholders are also required to furnish the Company with copies of all Section 16(a) reports that they file. Based solely on a review of the copies of such reports received by the Company, and on written representations from certain reporting persons, the Company believes that none of its directors, executive officers and 10% stockholders failed to file on a timely basis reports required by Section 16(a) during 2011.

Except as set forth herein, management has no knowledge of any other business to come before the Meeting. If, however, any other matters of which management is now unaware properly come before this Meeting, it is the intention of the persons named in the proxy card to vote on the proposals set forth in the proxy card in accordance with the recommendations of management on such matters, and discretionary authority to do so is included in the proxy card.

Business must be properly brought before an annual meeting in order to be considered by stockholders. To be considered for inclusion in the Company's proxy statement for the 2013 Annual Meeting of Stockholders, a stockholder proposal must be received by the Company's Secretary (at the address indicated below) no later than November 30, 2012 and must satisfy the requirements of Rule 14a-8 of Regulation 14A of the SEC proxy rules. Any stockholder proposal submitted for inclusion in the Company's proxy materials will be subject to the rules and regulations of the SEC concerning stockholder proposals.

With respect to any stockholder proposals to be submitted for the 2013 Annual Meeting of Stockholders, but not included in the Company's proxy statement, the Company's Bylaws require that a proposal must be delivered to the Company's Secretary (at the address indicated below) no earlier than January 8, 2013 and no later than February 7, 2013 and must satisfy the requirements under Article I, Section 10 of the Company's Bylaws.

Pursuant to Section 10 of Article I of the Company's Bylaws, nominations for the election of directors may be made by a stockholder entitled to vote for the election of directors by delivering a notice in writing to the Company's Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of the annual meeting of stockholders for the preceding year. Director nominations proposed by stockholders for the 2013 Annual Meeting of Stockholders must be delivered to the Company's Secretary (at the address indicated below) no earlier than January 8, 2013 and no later than February 7, 2013. Pursuant to the Company's Bylaws and the rules and regulations of the SEC, the notice stating a desire to nominate any person for election as a director of the Company must contain the following items:

A copy of the Company's Bylaws specifying the above requirements will be furnished to any stockholder upon written request to the Secretary at the following address:

Discretionary Authority Conferred in Proxy Solicited by the Company—2013 Annual Meeting

The proxy solicited by the Company for the 2013 Annual Meeting of Stockholders will confer discretionary authority on the Company's proxies on (i) any proposal presented by a stockholder at that meeting for which the Company has not been provided with notice on or prior to February 7, 2013 and (ii) any proposal made in accordance with Company's Bylaws provisions, if the proxy statement relating to the 2013 Annual Meeting of Stockholders briefly describes the matter and how the Company's proxies intend to vote on it and if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934.

Stockholders interested in communicating with a director or with the directors as a group, or persons interested in communicating complaints concerning accounting, internal controls or auditing matters to the Audit Committee, may do so by writing in care of the Company's Secretary at the address set forth above. The Board of Directors has adopted a process for handling correspondence received by the Company and addressed to members of the Board. Under that process, the Secretary of the Company reviews all such correspondence and forwards to the Board (or specific members of the Board, as appropriate) a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees thereof, or that he or she otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Company's internal auditor, the chair of the Audit Committee and other members of the Company's management review committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. These procedures include the ability to post reports anonymously via an Internet-based tool or directed "hotline" available to employees for purposes of reporting alleged or suspected wrongdoing. The procedures for handling communications with the Board of Directors and for handling complaints may be obtained on the Company's website at www.gbnk.com under the section entitled "Corporate Governance".

The sections in this Proxy Statement entitled "Compensation Committee Report" and "Report of the Audit Committee" do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates any such Reports by reference therein.

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X GUARANTY BANCORP 01FRDB 9 1 D M + Annual Meeting Proxy Card Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below C NOTE: Please sign EXACTLY as name appears on this Proxy. Joint owners should each sign. Attorneys-in-fact, executors, administrators, trustees, guardians or entity officers should give FULL title. This Proxy shall be valid and may be voted regardless of the form of signature however. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. + B Non-Voting Items A Proposals — The Board of Directors unanimously recommends a vote FOR all the nominees listed and FOR Proposal 2. Change of Address — Please print new address below. 01 - Edward B. Cordes 04 - Stephen D. Joyce 07 - Paul W. Taylor 02 - John M. Eggemeyer 05 - Gail H. Klapper 03 - Keith R. Finger 06 - Stephen G. McConahey 1. Election of Directors: For Against Abstain For Against Abstain 08 - W. Kirk Wycoff 09 - Albert C. Yates For Against Abstain For Against Abstain 2. Ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the current year. IMPORTANT ANNUAL MEETING INFORMATION 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 1 3 5 3 6 5 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 1234 5678 9012 345 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 8, 2012. Vote by Internet • Go to www.envisionreports.com/GBNK • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message

PROXY FOR THE MAY 8, 2012 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement and hereby appoints Paul W. Taylor and Christopher G. Treece and each of them, the attorney(s), agent(s) and proxy(ies) of the undersigned, with full power of substitution, to vote all stock of Guaranty Bancorp (the “Company”) which the undersigned is entitled to vote, for the matters indicated below in the manner designated herein, or if not indicated by the undersigned in their discretion, and to vote in their discretion with respect to such other business or matters as may properly come before the meeting or any adjournments or postponements thereof. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY BY MAILING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued, and to be marked, dated and signed, on the other side) Proxy — GUARANTY BANCORP IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


INTRODUCTION		1
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
"HOUSEHOLDING" OF PROXY MATERIALS		5
BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT		6
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		9
PROPOSAL 1: ELECTION OF DIRECTORS		11
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19
CORPORATE GOVERNANCE AND BOARD COMMITTEES		20
DIRECTOR COMPENSATION		24
EXECUTIVE OFFICERS		25
EXECUTIVE COMPENSATION		27
REPORT OF THE AUDIT COMMITTEE		43
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS		44
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES		45
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		45
OTHER BUSINESS		46
COMMUNICATIONS WITH THE BOARD OF DIRECTORS		47
INCORPORATION BY REFERENCE		47

	Participation Level (% of Total Targets)

Executive Officer	Target Performance— 100% of Total Targets	Maximum Performance— Over 100% of Total Targets
CEO	50% of Base Salary	Committee Discretion
Other Executive Officers	40% of Base Salary	CEO/Committee Discretion

	Performance Targets												% of Targeted Shares Vested

Metric	Weight			Threshold			Target			Maximum			Threshold			Target			Maximum
2010—12 Weighted Average(1) Pretax Return on Assets(2)		50	%		0.64	%		0.71	%		0.78	%		25	%		100	%		200	%
2010—12 Weighted Average(1) Pretax Net Income(3) (dollars in millions)		50	%	$	12.9		$	14.3		$	15.7			25	%		100	%		200	%

	Performance Targets												% of Targeted Shares Vested

Metric	Weight			Threshold			Target			Maximum			Threshold			Target			Maximum
2011—13 Weighted Average(1) Pretax Return on Assets		50	%		0.89	%		0.99	%		1.09	%		25	%		100	%		200	%
2011—13 Weighted Average(1) Pretax Net Income (dollars in millions)		50	%	$	17.0		$	18.9		$	20.8			25	%		100	%		200	%


		By Order of the Board of Directors
		/s/ CHRISTOPHER G. TREECE
		Christopher G. Treece, Secretary

Name

Edward B. Cordes	94,651	—	94,651
John M. Eggemeyer	50,000	—	50,000
Stephen D. Joyce	50,000	—	50,000
Gail H. Klapper	50,000	—	50,000
Kathleen Smythe	50,000	—	50,000
W. Kirk Wycoff	50,000	—	50,000
Albert C. Yates	55,000	—	55,000

Name		Position

Paul W. Taylor	51	President and Chief Executive Officer of the Company	2011	2000
Michael B. Hobbs	49	President, Guaranty Bank & Trust Company	2011	2011
Christopher G. Treece	43	Executive Vice President, Chief Financial Officer and Secretary of the Company	2011	2007
Cathy P. Goss	55	Executive Vice President and Chief Credit Officer of the Company	2011	2006

Name

Paul W. Taylor	20,901	5,117	26,018
Daniel M. Quinn	5,019	1,500	6,519
Christopher G. Treece	8,630	3,938	12,568
Cathy P. Goss	4,591	4,425	9,016

Audit Services	2011		2010

Audit of consolidated financial statements	$	314,600	$	317,500
Review of quarterly financial statements		105,000		115,000
Review of registration statements and issuance of consents		4,150		3,500

Total audit fees	$	423,750	$	436,000

Tuesday, May 8, 2012

2:00 p.m., Mountain Daylight Time

Guaranty Bank Building
1331 Seventeenth St., Lower Level
Denver, Colorado 80202