First Western Financial Inc DEF 14A, filed Apr 24, 2026
First Western Financial Inc (MYFW)
DEF 14A
2026-04-24
For: 2026-04-24
View Original
Added on
June 12, 2026
About this DEF 14A
First Western Financial Inc filed this DEF 14A on April 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.____)
Filed by the Registrant x | ||||||||
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)) | |||||||
| x | Definitive Proxy Statement | |||||||
| o | Definitive Additional Materials | |||||||
| o | Soliciting Material under §240.14a-12 | |||||||
(Name of Registrant as Specified In Its Charter) | ||||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||||||
Payment of Filing Fee (Check the appropriate box): | ||||||||
| x | No fee required | |||||||
| o | Fee paid previously with preliminary materials | |||||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||||||
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April 24, 2026
Dear Fellow Shareholder:
On behalf of our Board of Directors, I invite you to attend the 2026 Annual Meeting of Shareholders to be held at First Western’s corporate offices, located at 1900 Sixteenth Street, Suite 1200, Denver, Colorado 80202, on June 3, 2026 at 4:00 pm, Mountain Time.
The purposes of the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. In addition to these matters, we will review our operating results for 2025 and plans for the year ahead.
Whether or not you plan to attend the meeting, it is important that your shares be represented. Please take a moment to complete, date, sign and return the enclosed proxy card as soon as possible, or use Internet or telephone voting according to the instructions on the proxy card. You may also attend and vote in person at the meeting.
We appreciate your continued support of our company and look forward to seeing you at the 2026 Annual Meeting.
Sincerely, | |||||
Scott C. Wylie | |||||
Scott C. Wylie Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | |||||
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1900 16th Street, Suite 1200
Denver, Colorado 80202
(303) 531-8100
April 24, 2026
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of First Western Financial, Inc.:
The 2026 Annual Meeting of Shareholders (the “annual meeting”) of First Western Financial, Inc. (the “Company”) will be held on Wednesday, June 3, 2026, at 4:00 pm, Mountain Time, at First Western’s corporate offices, located at 1900 Sixteenth Street, Suite 1200, Denver, Colorado 80202, for the following purposes:
1. to elect eleven directors to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of shareholders or each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal;
2. to ratify the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026;
3. to conduct an advisory, non-binding vote regarding the compensation paid to the Company's named executive officers (commonly referred to as a “Say on Pay” vote); and
4. to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 10, 2026, the record date, will be entitled to receive notice of and to vote at the annual meeting. For instructions on voting, please refer to the enclosed proxy card or voting information form. A list of shareholders entitled to vote at the annual meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of 10 days prior to the annual meeting. This list also will be available to shareholders at the annual meeting.
By Order of the Board of Directors, | |||||
| Scott C. Wylie | |||||
Scott C. Wylie Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | |||||
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Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to Be Held on June 3, 2026: Our proxy statement and 2025 Annual Report are available at www.proxyvote.com.
Your Vote is Important
A proxy card is included. Whether or not you plan to attend the annual meeting, please vote by completing, signing and dating the proxy card and promptly mailing it or via the Internet pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy card in the manner described in the proxy statement at any time before it is exercised. See “About the Annual Meeting” for more information on how to vote your shares or revoke your proxy.
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TABLE OF CONTENTS
CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS AND OTHER TERMS
This proxy statement contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to soundness of other financial institutions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2025, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the U.S. Securities and Exchange Commission (collectively, our SEC filings). Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent SEC filings.
This proxy statement contains specifically identified non-GAAP financial measures, which supplement the results that are reported according to U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures may be useful to investors but should not be viewed in isolation from, or as a substitute for, GAAP results. Differences between non-GAAP financial measures and comparable GAAP financial measures are reconciled in Appendix A to this proxy statement.
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1900 16th Street, Suite 1200
Denver, Colorado 80202
(303) 531-8100
(303) 531-8100
PROXY STATEMENT FOR
2026 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 3, 2026
Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” “our company,” the “Company,” or “First Western” refer to First Western Financial, Inc., a Colorado corporation, and its consolidated subsidiaries; references to “the Bank” or “our Bank” refer to First Western Trust Bank, a wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of outstanding shares of our common stock, no par value (the “common stock”).
This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2026 annual meeting of shareholders of the Company to be held on Wednesday, June 3, 2026 at 4:00 pm, Mountain Time, at First Western’s corporate offices located at 1900 Sixteenth Street, Suite 1200, Denver, Colorado 80202, and any adjournments thereof (the “annual meeting”) for the purposes set forth in this proxy statement and the accompanying notice of the meeting. This proxy statement, the notice of the meeting, the annual report to shareholders or Form 10-K for the year ended December 31, 2025, and the enclosed proxy card (collectively, the “proxy materials”) are first being sent to shareholders on or about May 5, 2026. You should read the entire proxy statement carefully before voting.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to Be Held on June 3, 2026: Our proxy statement and 2025 Annual Report are available at www.proxyvote.com.
Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials both by sending you a full set of proxy materials and making copies of these materials available on the Internet at www.proxyvote.com. Shareholders are encouraged to access and review the proxy materials before voting. This site will also have directions to attend the meeting and vote in person.
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ABOUT THE ANNUAL MEETING
When and where will the annual meeting be held?
The annual meeting is scheduled to take place at 4:00 pm, on June 3, 2026, at First Western’s corporate offices located at 1900 Sixteenth Street, Suite 1200, Denver, Colorado 80202.
What is the purpose of the annual meeting?
At the 2026 annual meeting of shareholders, shareholders will act upon the matters outlined in the notice, including the following:
1.to elect eleven directors to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of shareholders or each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal;
2.to ratify the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026;
3.to conduct an advisory, non-binding vote regarding the compensation paid to the Company's named executive officers (commonly referred to as a "Say on Pay" vote); and
4.to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
Who are the nominees for directors?
The following eleven persons have been nominated for election as directors of the Company:
•Julie A. Caponi
•Julie A. Courkamp
•David R. Duncan
•Thomas A. Gart
•Patrick H. Hamill
•Luke A. Latimer
•Scott C. Mitchell
•Ellen S. Robinson
•Mark L. Smith
•Scott C. Wylie
•Joseph C. Zimlich
Who is entitled to vote at the annual meeting?
The holders of record of the Company’s outstanding common stock on April 10, 2026, which is the date that the Board has fixed as the record date for the annual meeting (the “record date”), are entitled to vote at the annual meeting. Each holder of record of the Company’s outstanding common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the annual meeting.
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How do I vote?
You may vote your shares of common stock either in person at the annual meeting or by proxy. The process for voting your shares depends on how your shares are held as described below. If you are a record holder on the record date for the annual meeting, you may vote by proxy or you may attend the annual meeting and vote in person. If you are a record holder and want to vote your shares by proxy, you may vote using any of the following methods:
•indicate on the proxy card applicable to your common stock how you want to vote and sign, date and mail your proxy card in the enclosed pre-addressed postage-paid envelope as soon as possible to ensure that it will be received in advance of the annual meeting;
•go to the website www.proxyvote.com and follow the instructions for Internet voting on that website; or
•vote over the telephone by following the instructions in the proxy card.
The Company must receive your vote no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting. Please note that Internet and phone voting will close at 11:59 PM Eastern Time on June 2, 2026.
Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meeting if you do not attend the annual meeting and vote your shares in person. By following the voting instructions in the materials you receive, you will direct the designated persons (known as “proxies”) to vote your common stock at the annual meeting in accordance with your instructions. The Board has appointed Scott C. Wylie and Julie A. Courkamp to serve as the proxies for the annual meeting. If you vote by Internet or telephone, you do not have to return your proxy or voting instruction card.
If your shares of common stock are held in “street name,” your ability to vote over the Internet depends on your broker’s voting process. You should follow the instructions on your broker’s or intermediary’s voting instruction card.
To vote the shares that you hold in “street name” in person at the annual meeting, you must bring a legal proxy from your broker, bank or other nominee, (1) confirming that you were the beneficial owner of those shares as of the close of business on the record date, (2) stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank or other nominee, and (3) appointing you as the record holder’s proxy to vote the shares covered by that proxy at the annual meeting. If you fail to bring a nominee-issued proxy to the annual meeting, you will not be able to vote your nominee-held shares in person at the annual meeting.
What is the difference between a shareholder of record and a “street name” holder?
If your shares are registered directly in your name with Securitize, formerly known as Pacific Stock Transfer, Inc., the Company’s stock transfer agent, you are considered the “shareholder of record” with respect to those shares.
If your shares are held in a brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement and the proxy card or voting instruction card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.
What constitutes a quorum for the annual meeting?
A quorum will be present at a meeting of shareholders if the holders of shares having a majority of the voting power represented by all of the issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy at the meeting. Each record holder of shares of common stock is entitled to one vote for each share of common stock registered, on the record date, in such holder’s name on the books of the Company on all matters to be acted upon at the annual meeting. The Company’s articles of incorporation prohibit cumulative voting.
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What is a broker non-vote?
A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Your broker has discretionary authority to vote your shares with respect to the ratification of the appointment of Crowe LLP as our independent registered public accounting firm (Proposal 2). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of directors to the Board (Proposal 1) or the advisory non-binding vote regarding the compensation paid to the Company's named executive officers (Proposal 3).
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.
What are the Board’s recommendations on how I should vote my shares?
The Board recommends that you vote your shares as follows:
Proposal 1—FOR the election of each nominee for director;
Proposal 2—FOR the ratification of the appointment of Crowe LLP; and
Proposal 3—FOR the advisory, non-binding vote regarding the compensation paid to the Company's named
executive officers.
How will my shares be voted if I return a signed and dated proxy card, but don’t specify how my shares will be voted?
If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:
Proposal 1—FOR the election of each nominee for director;
Proposal 2—FOR the ratification of the appointment of Crowe LLP; and
Proposal 3—FOR the advisory non-binding vote regarding the compensation paid to the Company's named
executive officers.
If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that such nominee will have discretion to vote on the ratification of the appointment of Crowe LLP (Proposal 2).
What are my choices when voting?
In the election of directors (Proposal 1), you may vote for all director nominees or you may withhold your vote as to one or more director nominees. With respect to the proposal to ratify the appointment of Crowe LLP (Proposal 2) and the advisory non-binding compensation paid to the Company's named executive officers (Proposal 3), you may vote for the proposal, against the proposal, or abstain from voting on the proposal.
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May I change my vote after I have submitted my proxy card?
Yes, if you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the annual meeting by:
•delivering to the Company prior to the time the annual meeting is called to order a written notice of revocation addressed to: First Western Financial, Inc., 1900 16th Street, Suite 1200, Denver, Colorado 80202, Attn: Corporate Secretary;
•completing, signing and returning a new proxy card with a later date than your original proxy card, prior to such time that the proxy card for any such holder of common stock must be received, and any earlier proxy will be revoked automatically;
•logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically and following the instructions indicated on the proxy card; or
•attending the annual meeting and voting in person, and any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy.
If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.
What percentage of the vote is required to approve each proposal?
Assuming the presence of a quorum:
Proposal 1 — The affirmative vote of the holders of a plurality of the votes cast at the annual meeting is required for the election of the director nominees. The eleven director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected.
Proposal 2 — The ratification of the appointment of Crowe LLP will require the affirmative vote of the holders of a majority of the votes cast at the annual meeting.
Proposal 3 — The advisory non-binding vote regarding the compensation paid to the Company's named executive officers is non-binding, but will be deemed approved by the affirmative vote of the holders of the majority of the votes cast at the annual meeting.
How are broker non-votes and abstentions treated?
Quorum — Broker non-votes will be counted as present for purposes of determining the presence or absence of a quorum because the ratification of the appointment of Crowe LLP is considered a routine matter. Abstentions will be counted as present for purposes of determining the presence or absence of a quorum.
Proposal 1 — A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees.
Proposal 2 — Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with the proposal to ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.
Proposal 3 — Abstentions and broker non-votes are not counted as votes cast and will have no effect on the advisory non-binding vote regarding the compensation paid to the Company’s named executive officers.
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What are the solicitation expenses and who pays the cost of this proxy solicitation?
The Board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or by other means of communication, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of common stock.
Are there any other matters to be acted upon at the annual meeting?
Management does not intend to present any business at the annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the annual meeting. If other matters requiring a vote of the shareholders properly come before the annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.
Where can I find voting results?
The Company will publish the voting results on a Form 8-K, which will be filed with the SEC within four business days following the annual meeting.
How can I communicate with the Board?
To communicate with the Board, shareholders should submit their comments by sending written correspondence via mail or courier to First Western Financial, Inc., 1900 16th Street, Suite 1200, Denver, Colorado 80202, Attn: Corporate Secretary; or via email at corporate.secretary@myfw.com. Shareholder communications will be sent directly to the specific director or directors of the Company indicated in the communication or to all members of the Board if not specified.
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PROPOSAL 1. ELECTION OF DIRECTORS
Number of Directors; Term of Office
Pursuant to our amended and restated bylaws, our directors stand for election each year to be elected for a term expiring at the following annual shareholders’ meeting, or until each person’s successor is duly elected, or until such director’s earlier death, resignation or removal.
If elected, all nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2027 annual meeting or until each person’s successor is duly elected, or until such director’s earlier death, resignation or removal. Each of the foregoing nominees is currently serving as a director of the Company.
Nominees for Election
The following table sets forth the name, age, and positions with the Company for each nominee for election as a director of the Company:
| Director Since | ||||||||||||||||||||
| Name of Nominee | Age | Position | ||||||||||||||||||
| Scott C. Wylie | 68 | Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | 2002 | |||||||||||||||||
| Julie A. Caponi | 64 | Director | 2017 | |||||||||||||||||
| Julie A. Courkamp | 46 | Director, Chief Operating Officer, and President of First Western Trust Bank | 2021 | |||||||||||||||||
| David R. Duncan | 60 | Director | 2011 | |||||||||||||||||
| Thomas A. Gart | 67 | Director | 2013 | |||||||||||||||||
| Patrick H. Hamill | 66 | Director | 2004 | |||||||||||||||||
| Luke A. Latimer | 49 | Director | 2015 | |||||||||||||||||
| Scott C. Mitchell | 63 | Director | 2021 | |||||||||||||||||
| Ellen S. Robinson | 63 | Director | 2024 | |||||||||||||||||
| Mark L. Smith | 74 | Director | 2002 | |||||||||||||||||
| Joseph C. Zimlich | 66 | Director, Lead Director | 2004 | |||||||||||||||||
Scott C. Wylie. Mr. Wylie has served as the Chairman, Chief Executive Officer, and President of the Company since founding the Company in 2002. Mr. Wylie served as Chairman and Chief Executive Officer of Northern Trust Bank of Colorado from 1998 to 2002 after selling his prior institution, Trust Bank of Colorado, to Northern Trust in 1998. He previously led the acquisition in 1994 of Equitable Bankshares of Colorado, a Denver-based bank holding company with two subsidiary banks which was renamed Colorado Business Bank, now serving Colorado under the name BOK Financial. His first bank, Universal Trust, started as a subsidiary of the First Boston Corporation. He organized a 1988 management buyout of that bank, which he renamed The Bank and Trust of Puerto Rico. He also led the buyout of a software company, American Fundware, which, as Chairman, he sold at a significant premium to Intuit in 2001. Mr. Wylie is involved in an array of community organizations and he currently serves on the Boards of the Denver Convention Center Hotel Authority, Colorado Succeeds, Roundup River Ranch and the Museum of Contemporary Art Denver. Mr. Wylie earned a Bachelor of Arts from the University of Michigan, a Master of Arts in Economic Development from the School of International Service at American University and a Masters of Business Administration from Harvard Graduate School of Business. As our founder and Chief Executive Officer since the inception of the Company, Mr. Wylie’s extensive banking, leadership and board experience, as well as his entrepreneurial activities in the financial services and software industries, qualify him to serve on our Board.
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Julie A. Caponi. Ms. Caponi was a Certified Public Accountant through December 2023. She retired in 2017 from Arconic, Inc. (formerly known as Alcoa Inc.), a manufacturer of engineered products from aluminum and other lightweight metals, after serving in a number of finance leadership roles. In her seventeen years at Arconic, Ms. Caponi served as Assistant Treasurer, Vice President-Audit and Assistant Controller. Before joining Arconic, she was an audit partner at Deloitte, principally serving clients in the financial services industry. Since 2007, she has served as a director of First Commonwealth Financial Corporation, an NYSE-listed financial holding company, where she chairs the Audit Committee and is a member of the Risk Committee. She was also a member of the Compensation and Human Resources Committee from 2015 to 2019. She is also a director of First Commonwealth Bank. Ms. Caponi earned a Bachelor of Science in Accounting from the Indiana University of Pennsylvania. Ms. Caponi’s qualifications for service on our Board include her leadership, audit and public bank holding company board experience. Her knowledge of financial accounting, auditing and internal controls is also beneficial to our Board.
Julie A. Courkamp. In August 2023, Ms. Courkamp, was promoted to President of First Western Trust Bank (the "Bank") and was appointed to Chief Operating Officer of the Company and First Western Trust Bank in February 2022. Prior to the recent promotions, Ms. Courkamp had served as Treasurer and Chief Financial Officer of the Company and the Bank since 2013 through September 2023. She was also appointed as a director of the Company in February 2021. She joined the Company in 2006 as its Controller and was promoted to Director of Finance and Accounting in 2010. In her capacity as President, Ms. Courkamp provides executive leadership for all Bank personnel and directs sales and operations across the enterprise, including banking, mortgage, trust, and investment management businesses. She oversees the Company’s core enterprise functions, including finance, technology, marketing, human resources, legal and governance, risk management, and compliance. Prior to joining the Company, Ms. Courkamp held positions with PwC in Denver researching issues related to SEC reporting, and coordinating and supervising audits and interim quarterly reviews of public and private companies. Ms. Courkamp holds a Bachelor of Science in Accounting from the University of Colorado at Boulder.
David R. Duncan. Mr. Duncan is the Proprietor and Executive Chairman of Silver Oak and Twomey Cellars. He has served as CEO and guided the company’s growth since 2002. Mr. Duncan is actively involved in community and civic organizations and has served as Chairman of the Board of the St. Helena Hospital Foundation and Co-Chair of the capital campaign for the Saint Helena Montessori School. Mr. Duncan has also served as Chair of the Napa Valley Vintners and co-chair of Auction Napa Valley. Mr. Duncan is the former Chapter Chairman and member of the Northern California Chapter of the Young Presidents Organization. Mr. Duncan earned a Bachelor of Arts from the University of Notre Dame and a Master of Business Administration from the University of Denver. Mr. Duncan’s qualifications for service on our Board include his experience as an entrepreneur, business leader, board member and manager in private equity and growth company investments. He also has extensive experience and knowledge of the operation of family businesses.
Thomas A. Gart. Mr. Gart is President of The Gart Companies, which is a private equity investment company focusing on real estate and specialty retail that he co-founded in 1993. Mr. Gart’s career started with Gart Brothers Sporting Goods Company, a three-generation family owned and operated business founded in 1927 by Mr. Gart’s grandfather, where Mr. Gart was President and Chief Operating Officer from 1985 until the company’s sale in 1992. Mr. Gart currently serves on the Board of National Jewish Hospital, The Eagle River Fund, and The Highline Canal Conservancy. He is also an emeritus Board member of the Colorado Chapter of The Nature Conservancy. Mr. Gart is a member of the World Presidents Organization (WPO), holds a Bachelor of Arts with honors from Stanford University and a Master of Business Administration from Harvard University Graduate School of Business. Mr. Gart brings a sophisticated financial background with leadership experience in family businesses and private equity investing across a broad range of industries. He also has a deep background in real estate and specialty retail.
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Patrick H. Hamill. Mr. Hamill was born in the Midwest and raised in Michigan. In 1991, he founded Oakwood Homes, building it into one of the nation’s most respected homebuilders. In 2017, he sold the company to Berkshire Hathaway and continued to lead the organization until his retirement in 2023. In 2007, Mr. Hamill founded the Build Strong Academy, a nonprofit organization focused on affordable housing, education, and workforce development. Through Build Strong Academy, he has helped create career pathways for individuals seeking opportunities in the construction industry, strengthening both communities and the workforce. Mr. Hamill has served in numerous civic and leadership roles, including Vice Chair of the Metropolitan Football Stadium District, Trustee at the University of Denver, and Past Chairman and Trustee of the Boys & Girls Clubs of Metro Denver. He has been recognized with numerous honors throughout his career, highlighted by his induction into the Colorado Business Hall of Fame in 2023 and the Colorado Golf Hall of Fame in 2024. Mr. Hamill’s current focus includes advancing the mission of the Build Strong Foundation and leading the creation of the Bluebird Club. Mr. Hamill’s qualifications for service as a director include his entrepreneurial success in business, proven community leadership, extensive community relationships, and deep expertise in real estate, homebuilding, and economic development.
Luke A. Latimer. Mr. Latimer has served as Chairman, Chief Executive Officer and President of R&L Development, a heavy construction company in New Alexandria, Pennsylvania since 2015. He previously served as Executive Vice President and Treasurer of R&L Development from 1999 to 2015. Mr. Latimer is a General Partner of SML Limited Partnership, a real estate holding and development partnership in New Alexandria, Pennsylvania. Since 2011, he has served as a director of First Commonwealth Financial Corporation, an NYSE-listed financial holding company. He is also a director of First Commonwealth Bank. Mr. Latimer currently serves on the Governance Committee at First Commonwealth and has formerly served on the Audit and Loan Committees. Mr. Latimer previously served as Chairman of First National Bank of Santa Fe and a director of New Mexico Banquest Corporation, a bank and bank holding company in Santa Fe, New Mexico, until May 2013. He earned a Bachelor of Science in Business Management from Saint Vincent College. Mr. Latimer’s qualifications for service as a director include his leadership in his business as well as his experience on multiple bank and bank holding company boards, including a publicly held bank holding company.
Scott C. Mitchell. Mr. Mitchell is Vice President of RK Mission Critical, an engineering and manufacturing firm specializing in fully integrated modular data centers, power modules, and containerized secure units. Mr. Mitchell is also the President and Owner of UNITUS Consulting, focused on helping organizations scale through operational excellence, leadership development, and strategic growth initiatives. Previously, Mr. Mitchell was the CEO of Lane Capital Partners, a full-service portfolio company known for innovation in the cut-and-sew industry for indoor and outdoor furniture, serving high-profile clients such as Target, Overstock, and Wayfair. In addition, Mr. Mitchell led the private labels Lane Boots and Capitan Boots in the boot apparel industry. Mr. Mitchell was the President of U.S. Engineering, Metalworks, and several manufacturing enterprises, including the family office of the Monroe Group, a multinational custom metal fabrication firm for the automotive industry, and Sylarus Technology, a pioneering solar firm. Mr. Mitchell’s experience spans strategic roles as a Partner at Accenture, a Senior Vice President at First Data, and at Western Union Corporation. Mr. Mitchell earned a Bachelor of Science in Industrial Engineering from Southern Illinois University and a Master of Business Administration from the University of Denver. Mr. Mitchell’s governance expertise is further evidenced by his board memberships, including the Governor of Colorado’s Leaders Initiative and the Denver Convention Center Hotel Authority. Mr. Mitchell currently serves on the National Jewish Hospital Board of Directors and is a member of the Young Presidents' Organization (Gold), Rocky Mountain Chapter. Mr. Mitchell’s qualifications for service on our Board are backed by a career marked with executive leadership across corporate and entrepreneurial ventures.
Ellen S. Robinson. Ms. Robinson is Principal and Founder of the Robinson Coaching Group, Inc. since 2007. Robinson Coaching Group, Inc. provides leadership development and coaching on an individual and team level in both the private and public sectors. Ms. Robinson is a former Executive and General Manager of Denver Pepsi Cola. Ms. Robinson has served as Founder and CEO of EventConnex, President of Ascent Sports, Inc. and Brand Manager for Frito-Lay, Inc. She has significant experience in building effective teams, coaching and mentoring talent and driving change. Ms. Robinson holds a Bachelor of Science in Finance and Marketing from The Wharton School, University of Pennsylvania. Ms. Robinson received her Professional Coach Certification from New Ventures West in 2012. Ms. Robinson is a seasoned business leader with a particular interest and expertise in leadership development and coaching on an individual and team level. Her qualifications for service as a director include her proven expertise in sales, marketing, building effective teams, coaching and mentoring talent. She has been a successful executive and coach in large corporate and smaller, entrepreneurial business environments.
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Mark L. Smith. Mr. Smith is a Principal of Slifer Smith and Frampton, which he cofounded in 1989, and he has over 50 years of experience in real estate development, sales and marketing. He was also a founding principal of both East West Partners and Union Station Neighborhood Company. Mr. Smith was the founder of the Youth Foundation (now Youth Power), Platte Forum and the Riverfront Park Community Foundation. Current board affiliations include Slifer Smith and Frampton, Forbes Global Properties, Colorado Forum Foundation, the Riverfront Park Community Foundation and Slifer Smith and Frampton Foundation. Mark was named Ernst and Young Entrepreneur of the Year for the Rocky Mountain Region in 2001, received the first ever Friend of the River award from the Greenway Foundation in 2011, received the Colorado Business Magazine CEO of the Year award in 2014 and has been the recipient of numerous other awards. Mr. Smith holds an undergraduate degree in real estate from Florida International University and a master’s degree in management from Nova University. Mr. Smith’s qualifications for service as a director include his entrepreneurial success in business, community leadership and expertise in real estate development and economic development. He also has extensive knowledge of the Colorado markets that we serve.
Joseph C. Zimlich. Mr. Zimlich formerly served as the Chief Executive Officer of Bohemian Companies. Bohemian Companies, a private family financial office, includes the Bohemian Foundation, a family foundation, and Bohemian Asset Management, an investment management company with public equity, fixed income securities, and private equity holdings. Mr. Zimlich provided leadership and oversight to the major program areas of the Foundation and steered the investment and management of more than $1 billion in financial assets. Mr. Zimlich has further exercised his corporate and community interests through service on boards and committees across a number of areas and industries. He is a member of the Colorado Forum and Colorado Concern. Mr. Zimlich is a graduate of the University of Iowa with a Bachelor of Business degree in Accounting. He is a Certified Public Accountant and Human Resources Professional. Mr. Zimlich’s qualifications for service as a director include his substantial experience in financial, accounting, governance and human resource matters, as well as his leadership experience developed while serving on numerous boards. He also has an extensive background in investment management and private equity investing.
Election Procedures
The affirmative vote of a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of each of the nominees for director. This means that the eleven director nominees who receive the most votes from the holders of the outstanding shares of common stock for their election at this year’s annual meeting will be elected.
Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of common stock represented by proxy will be voted FOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one or more but not all of the nominees, all shares of common stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, as to whom such authority is not withheld.
If a nominee becomes unavailable to serve as a director for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board. The Board has no reason to believe that any nominee will be unavailable to serve as a director. All of the nominees have consented to being named herein and to serve if elected.
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD.
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PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Pursuant to the recommendation of the Audit Committee, the Board has appointed Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. The Board is seeking ratification of the appointment of Crowe LLP for the 2026 fiscal year. Shareholder ratification of the selection of Crowe LLP as our independent registered public accounting firm for the 2026 fiscal year is not required by our bylaws, state law or otherwise. However, the Board is submitting the selection of Crowe LLP to our shareholders for ratification as a matter of good corporate governance. If the shareholders fail to ratify the selection, the Audit Committee will consider this information when determining whether to retain Crowe LLP for future services.
Representatives of Crowe LLP are expected to be in attendance at the annual meeting and will be afforded the opportunity to make a statement. The representatives will also be available to respond to questions.
At the annual meeting, shareholders will be asked to consider and act upon a proposal to ratify the appointment of Crowe LLP. Assuming a quorum is present, the ratification of such appointment will require the affirmative vote of the holders of a majority of the votes cast at the annual meeting. Abstentions are not counted as votes cast and will have no effect on this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.
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PROPOSAL 3. APPROVAL OF AN ADVISORY, NON-BINDING VOTE REGARDING THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations of the SEC thereunder, the Company is providing shareholders the opportunity to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement.
We believe that our compensation programs are designed to align the interests of our executive officers with those of our shareholders. Our compensation philosophy is to provide market-competitive programs that ensure we attract and retain high-performing talent and properly incentivize executives to continually improve company performance and increase shareholder value over time. This proposal, commonly known as a “Say on Pay” proposal, gives you as a shareholder the opportunity to endorse the compensation of our named executive officers. We encourage you to review the compensation tables and our narrative discussion included in this proxy statement.
Our executive officers, including our named executive officers, as identified in the “Executive Compensation” section of this proxy statement, are critical to our success. We design our executive compensation program to drive performance relative to our short-term operational objectives and long-term strategic goals; align our executives’ interests with those of our shareholders; and attract and retain highly-qualified executives.
This vote is not intended to address any specific item of compensation, but the overall compensation of our named executive officers and the philosophy, program elements and process described in this proxy statement. Accordingly, we recommend that you vote “FOR” the following resolution at the annual meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S–K promulgated by the SEC, including the compensation tables and narrative discussion in this Proxy Statement is hereby approved.”
As provided in the Dodd-Frank Act, this vote is advisory and will not be binding on the Board and may not be construed as overruling a decision by the Board, creating, or implying any change to the fiduciary duties of the Board or any fiduciary duty by the Board or restricting or limiting the ability of shareholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may consider the outcome of the vote when considering future executive compensation arrangements.
In voting to approve the above resolution, shareholders may vote for the resolution, against the resolution or abstain from voting. The advisory, non-binding vote regarding the compensation paid to the Company’s named executive officers is non-binding, but will be deemed approved by the affirmative vote of the holders of a majority of the votes cast at the annual meeting. Abstentions and broker non-votes are not counted as votes cast and will have no effect on this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
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EXECUTIVE SUMMARY OF 2025 FINANCIAL PERFORMANCE
We believe our strategy is delivering value for our shareholders. In this section, we summarize 2025 performance highlights and other information contained elsewhere in this proxy statement. Please carefully review the information included throughout this proxy statement and as provided in the 2025 Annual Report on Form 10-K before you vote.
2025 Performance Highlights
First Western continued to drive positive momentum in performance metrics leading to sustained outperformance in total shareholder returns over the long-term.
| Share Price Appreciation | Benchmark Comparison | Tangible Common Equity/TBV per Share(3) | |||||||
(1)Represents share price appreciation from January 1, 2025 to December 31, 2025.
(2)Represents share price appreciation from January 1, 2021 to December 31, 2025
(3)See Non-GAAP reconciliation.
In 2025, we continued to see positive trends. Below, we summarize 2025 performance highlights:
•Book value per share of $27.30 as of December 31, 2025, compared to $26.10 as of December 31, 2024. Tangible book value per share(1) of $24.07 as of December 31, 2025, compared to $22.83 as of December 31, 2024
•Net income available to common shareholders of $13.2 million for the year ended 2025, compared to $8.5 million for the year ended 2024, a $4.7 million, or 55.3%, increase
•Diluted EPS of $1.34 for the year ended 2025, compared to $0.87 for the year ended 2024
•Total deposits of $2.75 billion as of December 31, 2025, an increase of 9.6% from $2.51 billion in December 31, 2024
•Total loans of $2.69 billion as of December 31, 2025, an increase of 9.8% from $2.45 billion in December 31, 2024
•Non-performing assets were $19.6 million as of December 31, 2025, a decrease of $29.1 million from $48.7 million as of December 31, 2024
(1)See Non-GAAP reconciliation.
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Total Loans(1) | Total Deposits(1) | |||||||
Gross Revenue(1)(2) | ||||||||
Wealth Management Segment Diluted Pre-Tax Earnings per Share(2) | ||||||||
(1)Dollar amounts in millions.
(2)See Non-GAAP reconciliation.
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CORPORATE GOVERNANCE
Board and Governance Highlights
Our goal is to maintain a corporate governance framework that supports an engaged, independent board with diverse perspectives and judgment that is committed to representing the long-term interests of our shareholders. We believe our directors should possess the highest personal and professional standards for ethics, integrity and values, as well as practical wisdom and mature judgment. Therefore, our Board, with the assistance of management and the Corporate Governance and Nominating Committee regularly reviews our corporate governance principles and practices.
Board Composition
We continue to assess our overall board composition and build a diverse board to increase diversity of thought and to align board capability with our strategic focus. Board characteristics are shown below:
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The size of our Board is currently set at eleven members. In accordance with the Company’s amended and restated bylaws, the size of the Board is fixed as determined from time to time by resolution of the Board. The members of each class are elected for a term of office to expire at the succeeding annual meeting of shareholders. Any director vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by (i) the affirmative vote of the holders of a majority of the shares entitled to vote on the election of directors, or (ii) by the Board, even if the remaining directors constitute less than a quorum of the full Board, and in the event that there is only one director remaining in office, by such sole remaining director. In accordance with the Company’s amended and restated bylaws, a director appointed to fill a vacancy will be appointed to serve until such director’s successor shall have been duly elected and qualified.
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assist the Board in the exercise of its fiduciary duties and responsibilities and to serve the best interests of the Company and our shareholders. The Corporate Governance Guidelines are available on our website at www.myfw.com under “Investor Relations—Governance—Governance Documents.”
Director Independence
Under the rules of The Nasdaq Stock Market, LLC (“Nasdaq rules”), a majority of the members of our Board are required to be independent. The Nasdaq rules, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors.
Our Board has evaluated the independence of each director based upon these rules. Applying these rules, our Board has affirmatively determined that, with the exception of Ms. Courkamp and Mr. Wylie, each of our current directors qualifies as an independent director as defined by Nasdaq Marketplace Rule 5605(a)(2). In making these determinations, our Board considered the current and prior relationships that each director has and has had with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of common stock by each director and the transactions described under the section titled “Certain Relationships and Related Person Transactions” in this proxy statement.
Board Leadership Structure
At least annually, our Board, in coordination with our Compensation and Governance committees, discusses and deliberates the appropriate board leadership structure. Based on its assessment, the board leadership framework is provided through: 1) a combined Chairman and Chief Executive Officer role, 2) a clearly defined lead independent director role, 3) active committee chairs, and 4) talented directors who are committed and independent-minded. At this time, the Board believes this governance structure is appropriate and best serves the interests of our shareholders.
Chairman. Scott C. Wylie, currently serves as our Chairman, Chief Executive Officer, and President of First Western Financial, Inc. Mr. Wylie founded the Company in 2002 and has served as our Chairman and Chief Executive Officer since that time. Mr. Wylie’s primary duties are to lead our Board in establishing the Company’s overall vision and strategic plan and to lead the Company’s management in carrying out that plan.
The Board periodically assesses who should serve as Chairman, Chief Executive Officer, and President of First Western Financial, Inc. and whether the offices should be combined or separate, with appropriate consideration of current facts and circumstances. We believe that First Western and our shareholders benefit from an executive Chairman with deep experience and knowledge of the financial services industry, the Company, its businesses, and leadership that helps drive growth and revenue to deliver strong financial returns to shareholders.
In light of Mr. Wylie’s significant leadership tenure with the organization, his breadth of knowledge of the Company and his relationship with the institutional investor community, as well as the efficiencies, accountability, unified leadership and cohesive corporate culture that this structure provides, the Board believes it is appropriate that he serve as Chairman and Chief Executive Officer.
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Lead Independent Director. Our Corporate Governance Guidelines require that at any time the Chairman of the Board is not independent, the Board will designate a lead independent director. Mr. Wylie currently serves as our Chairman, Chief Executive Officer and President and Mr. Zimlich currently serves as our lead independent director. As our lead independent director, Mr. Zimlich is required to be independent and is responsible for (i) presiding over executive sessions of the Company or any of our subsidiaries’ independent directors, (ii) presiding over meetings of our Board when the Chairman is not present, (iii) facilitating information flow and communication between the directors and the Chairman, (iv) consulting with the Chairman and review and advise on the schedules and agendas for meetings of the Board along with the information provided to the Board in connection with such meetings, (v) being available for consultation and direct communication with major shareholders upon request, (vi) consulting with the Chairman on such other matters pertinent to the Company and the Board, and (vii) performing such other duties as the Board may prescribe from time to time.
Risk Management and Oversight
Our Board is responsible for oversight of management and the business and affairs of the Company, including those relating to management of risk. Our full Board determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas as described in the section titled “Committees of the Board.”
The Board actively reviews our long-term strategy and the plans and programs that management develops to implement our strategy. While the Board meets formally at least once every year to consider overall long-term strategy, it generally reviews various elements of strategy, and our progress towards implementation, at every regular meeting.
The Board believes that strategic risk is an exceptionally important risk element among a number of risks that the Company faces and works to ensure that this risk is appropriately managed in the context of the rapidly changing environment in which the Company and its customers operate.
The Board believes that an integral part of managing strategic risk is ensuring that the Board’s views are considered as our strategy evolves. The Board strongly believes that having active and engaged committee chairs and a lead independent director better ensures that the Board as a whole can serve as a credible challenge to management’s plans and programs and increases transparency in the fast-paced changes management is implementing.
The Board’s committees also work to ensure that we have the right alignment to support our long-term strategic direction including: (i) an active Board recruitment process focused on developing or acquiring the skill, experience and attributes of both individual and the Board as a whole needed to support our strategy, (ii) ensuring an appropriate link is established between our compensation design and our long-term strategy to encourage and reward the achievement of our long-term goals and project shareholder value by discouraging excessive risk, and (iii) ensuring that our risk management structure can effectively manage the inherent risks that underlie our strategy.
Other types of risks that the Company faces include:
•Macro-economic risks, such as inflation, interest rate fluctuations, reductions in economic growth, or recession;
•Political or regulatory risks, such as restriction on access to markets;
•Event risks, such as soundness of other financial institutions, global pandemics, natural disasters or cybersecurity breaches; and
•Business specific risks related to financial reporting, credit, asset/liability management, market, operational execution (corporate governance, legal, and regulatory compliance), and reputation.
Our Board also recognizes the importance to operate in a responsible and sustainable manner aligned with our mission, vision and values. Workforce inclusion and development, social impact and environmental sustainability are critical components in the Company’s culture and business practice.
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Cybersecurity
Information security is a significant operational risk for financial institutions, and includes the risk arising from unauthorized access, use, disclosure, disruption, modification, or destruction of information or information systems. The Board is actively engaged in the oversight of the Company’s information security and enterprise risk management programs, including cyber risk defense. The Board approves the Company’s information security and enterprise risk management programs and receives formal reports on testing and the program effectiveness. The Board has ensured the establishment of an enterprise-wide risk management framework with adequate staffing, budget, and liability coverage. A Board appointed Information Security & Technology (“IS&T”) Steering Committee assists the Board in providing oversight of technology, information security, and cybersecurity risks as well as data management risk.
Director Nominations
The Corporate Governance and Nominating Committee considers nominees to serve as directors of the Company and recommends such persons to the Board. The Corporate Governance and Nominating Committee also considers director candidates recommended by shareholders who appear to be qualified to serve on the Board and meet the criteria for nominees considered by such committee. The Corporate Governance and Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Corporate Governance and Nominating Committee does not perceive a need to increase the size of the Board. In order to avoid the unnecessary use of the Corporate Governance and Nominating Committee’s resources, it will consider only those director candidates recommended in accordance with the procedures set forth in our bylaws. Deadlines for shareholders to nominate a director are summarized in the section titled “Date for Submission of Shareholder Proposals for 2027 Annual Meeting.”
Criteria for Director Nominees
The Corporate Governance and Nominating Committee seeks to identify and select director nominees who will contribute to the Company’s overall corporate goals including: responsibility to its shareholders, industry leadership, customer success, positive working environment and integrity in financial reporting and business conduct. The Corporate Governance and Nominating Committee assesses nominees based upon (1) independence, experience, areas of expertise and other factors relative to the overall composition of the Board and (2) the appropriateness of Board membership of the nominee based on current responsibilities of Board members. The Corporate Governance and Nominating Committee also considers the following qualifications in assessing nominees for election or re-election to the Board:
•Adherence to high ethical standards and high standards of integrity;
•Sufficient educational background, professional experience, business experience, service on other Boards of directors and other experience, qualifications, diversity of viewpoints, attributes and skills that will allow the candidate to serve effectively on our Board and the specific committee for which he or she is being considered;
•Evidence of leadership, sound professional judgment and professional acumen;
•Evidence the nominee is well recognized in the community and has a demonstrated record of service to the community;
•A willingness to abide by each published code of conduct or ethics for the Company and to objectively appraise management performance;
•The ability and willingness to devote sufficient time to carrying out the duties and responsibilities required of a director;
•Any related person transaction in which the candidate has or may have a material direct or indirect interest and in which we participate; and
•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 and the interests of our shareholders.
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Board Meetings
Our Board met five times during the 2025 fiscal year (including regularly scheduled and special meetings). During fiscal year 2025, each director participated in at least 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and (ii) the total number of meetings of all committees of the Board on which he or she served (during the period that he or she served).
Director Attendance at Annual Meeting
The Board encourages all directors to attend the annual meeting of shareholders, but does not require director attendance. Eight of our directors attended the 2025 annual meeting of shareholders.
Committees of the Board
The Company’s Board has three standing permanent committees: An Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. These committees serve the same functions for the Company and the Bank. The current composition of each Company committee and the number of meetings held in 2025 are set forth in the table:
Board Committee Membership and 2025 Committee Meetings
Our Board may establish additional committees as it deems appropriate, in accordance with applicable law and regulations and our amended and restated articles of incorporation and amended and restated bylaws.
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Audit Committee
The members of our Audit Committee are Ms. Caponi, Mr. Latimer and Ms. Robinson, with Ms. Caponi serving as chair of our Audit Committee. Our Board has evaluated the independence of each of the members of our Audit Committee and has affirmatively determined that each of the members of our Audit Committee (1) is an "independent director" under the Nasdaq rules, (2) satisfies the additional independence standards under applicable SEC rules for audit committee service, and (3) has the ability to read and understand fundamental financial statements. In addition, our Board has determined that Ms. Caponi is a financial expert and has the financial sophistication required of at least one member of the Audit Committee by the Nasdaq rules due to her experience and background. The Audit Committee met five times in 2025.
The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements and, in that regard, assists our Board in its oversight of the integrity of our financial statements, the selection, engagement, management and performance of our independent auditor that audits and reports on our consolidated financial statements, the performance of our internal audit function, the review of reports of bank regulatory agencies and monitoring management’s compliance with the recommendations contained in those reports and our compliance with legal and regulatory requirements related to our financial statements and reporting. Among other things, our Audit Committee has responsibility for:
•Compensating and overseeing our independent auditor (including resolution of disagreements between management and our independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
•Appointing, retaining, evaluating, and where appropriate, replacing our independent auditor and advising the Board on such matters;
•Obtaining from our independent auditor, at least annually, a report regarding our independent auditor’s internal quality control procedures and any material issues raised by the most recent internal quality-control or peer review or by any inquiry or investigations by governmental or professional authorities, and any steps taken to deal with such issues;
•Obtaining and reviewing each inspection report issued by the PCAOB;
•Obtaining from our independent auditor, at least annually, a formal written statement delineating all relationships between us and our independent auditor, and discussing whether any disclosed relationships or services, or any other factors, have affected or may affect the independence of our independent auditor;
•Approving all fees and terms of engagement of our independent auditor, and approving in advance all audit and non-audit services to be performed by the independent auditor and any other registered public accounting firm;
•Setting policies for hiring employees or former employees of our independent auditor and for audit partner rotation and independent auditor rotation in accordance with applicable laws, rules and regulations;
•Discussing and resolving any disagreements regarding financial reporting between management and our independent auditor, and reviewing with our independent auditor any audit problems, disagreements or difficulties and management’s response thereto;
•Overseeing our internal audit function;
•Reviewing at least annually our risk areas, assessing the extent of auditing involvement needed over each area, and determining what type of auditing program will best meet our needs;
•Reviewing operating and control issues identified in internal audit reports, management letters, examination reports of regulatory agencies and any communications regarding the initiation and status of significant special investigations;
•Meeting with management and our independent auditor regarding the identification and resolution status of material weaknesses and reportable conditions in the internal control environment;
•Reviewing management’s periodic assessment of the effectiveness of our internal controls and procedures for financial reporting and our independent auditor’s report as to management’s assessments, as well as the periodic certifications of management as to the internal controls and procedures for financial reporting and related matters, each as required by applicable laws, rules and regulations;
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•Monitoring management’s compliance with all applicable laws, rules and regulations;
•Reviewing regulatory authorities’ examination reports pertaining to the Company, our subsidiaries and associated companies;
•Reviewing management reports issued in accordance with 12 C.F.R. Part 363 and the corresponding independent auditor’s attestation and agreed-upon procedures reports;
•Reviewing and overseeing all related person transactions in accordance with our policies and procedures;
•Reviewing and discussing the scope of the audit of our consolidated financial statements for each fiscal year, at least annually, with management and our independent auditor;
•Reviewing with management and our independent auditor, prior to filing, our interim consolidated financial statements and the disclosures in the related footnotes and Management’s Discussion and Analysis of Financial Condition and Results of Operations to be included in a Quarterly Report on Form 10-Q;
•Reviewing the results of the quarterly review and any other matters required to be communicated to the Audit Committee by our independent auditor under GAAP and PCAOB auditing standards;
•Reviewing with management and our independent auditor, prior to filing, our annual consolidated financial statements and the disclosures in the related footnotes and Management’s Discussion and Analysis of Financial Condition and Results of Operations to be included in that Annual Report on Form 10-K, and recommending to the Board whether the audited consolidated financial statements should be included in the Annual Report on Form 10-K;
•Reviewing and discussing with management and our independent auditor our representations that the consolidated financial statements were prepared in accordance with GAAP and fairly present our consolidated results of operations and consolidated financial condition;
•Reviewing and discussing with management communications with governmental officials and generally reliable reports raising material issues regarding our financial statements or accounting matters;
•Reviewing and discussing with management and the independent auditor any significant estimates made in connection with the preparation, or audit, of our consolidated financial statements and other financial or informational reports, and obtaining from our independent auditor reports regarding such significant estimates and any material communications between our independent auditor and management;
•Reviewing internal accounting control reports (management letters) and monitoring testing of the internal accounting control reports, and reviewing our independent auditor’s reports on the effectiveness of disclosures controls and procedures and the certifications of our officers with respect thereto;
•Reviewing and discussing with management our earnings press releases, the substance of any earnings calls, and any earnings guidance provided to the investment community, as well as financial and other information provided to analysts and rating agencies;
•Preparing the Audit Committee report required by SEC rules to be included in the proxy statement relating to our annual meeting of shareholders;
•Discussing with our independent auditor the matters required by the PCAOB;
•Establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by Company associates of concerns regarding questionable accounting or auditing matters;
•Conducting an annual evaluation of the performance of the Audit Committee and the adequacy of its charter and recommending to our Board any changes that it deems necessary; and
•Handling such other matters that are specifically delegated to the Audit Committee by our Board from time to time.
The Audit Committee has adopted a written charter, which sets forth the Audit Committee’s duties and responsibilities. The Audit Committee charter is available on our website at www.myfw.com under “Investor Relations—Governance—Governance Documents.”
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Compensation Committee
The members of our Compensation Committee are Ms. Caponi, Mr. Duncan, and Mr. Hamill, with Mr. Hamill serving as chair of our Compensation Committee. Our Board has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee meets the definition of an "independent director" under the Nasdaq rules.
Our Board has also determined that each of the members of the Compensation Committee qualifies as a "nonemployee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Compensation Committee assists our Board in its oversight of our overall compensation structure, policies and programs and assessing whether such structure establishes appropriate incentives and meets our corporate objectives, the compensation of our executive officers and the administration of our compensation and benefit plans.
Among other things, our Compensation Committee has responsibility for:
•Reviewing and determining, and recommending to our Board for its confirmation, the annual compensation, annual incentive opportunities and any other matter relating to the compensation of our executive officers; all employment agreements, severance or termination agreements, change in control agreements or similar agreements proposed to be entered into between any executive officer and us; and modifications to our philosophy and compensation practices relating to compensation of our directors and management;
•Review and recommend to the Board for approval the frequency with which the Company will conduct “Say on Pay” votes under the Dodd-Frank Act, taking into account the results of the most recent shareholder advisory vote on frequency of “Say on Pay” votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the “Say on Pay” vote and the frequency of the “Say on Pay” vote to be included in the Company’s Proxy Statement;
•Reviewing and determining, and recommending to our Board for its confirmation, modifications to our philosophy and practices relating to compensation of our directors, executive officers, and other members of management;
•Reviewing and determining, and recommending to our Board for its confirmation, the establishment of performance measures and the applicable performance targets for each performance-based cash and equity incentive award to be made under any benefit plan;
•Taking all actions required or permitted under the terms of our benefit plans, with separate but concurrent authority, and reviewing at least annually the overall performance, operation, and administration of our benefit plans;
•Reviewing and recommending action by our Board with respect to various other matters in connection with each of our benefit plans;
•Reviewing with our Chief Executive Officer the compensation payable to associates other than our executive officers, including equity and non-equity incentive compensation and other benefits and our total incentive compensation program envisioned for each fiscal year;
•Consulting with our Chief Executive Officer regarding a succession plan for our executive officers, including our Chief Executive Officer, and the review of our leadership development process for senior management positions;
•Reviewing the performance of our executive officers for each fiscal year;
•Reviewing annually and recommending to our Board the non-management director compensation program for each year;
•Administering our compensation and benefit plans with respect to associates and consultants who are subject to the short-swing profit restrictions of Section 16(b) of the Exchange Act to ensure the exemption provided under Rule 16b-3 under the Exchange Act is available to our directors and those officers subject to the provisions of Section 16(b) of the Exchange Act;
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•Overseeing and making recommendations to our Board regarding the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and golden parachute compensation and approval of equity compensation plans;
•Conducting an annual evaluation of the performance of the Compensation Committee and the adequacy of its charter and recommending to our Board any changes that it deems necessary; and
•Handling such other matters that are specifically delegated to the Compensation Committee by our Board from time to time.
The Compensation Committee has sole and exclusive authority to retain compensation consultants, legal counsel or other advisers as the Compensation Committee deems necessary or appropriate for the Compensation Committee to carry out its duties, including the authority to provide appropriate funding, as determined by the Compensation Committee, for the payment of reasonable compensation to such compensation consultants, legal counsel and other advisers; provided, that when determining whether to engage any compensation consultant, legal counsel or other adviser, the Compensation Committee is required to consider the factors set forth in Rule 10C-1(b)(4) under the Exchange Act and any other factors required to be so considered by the Nasdaq rules, including, without limitation, the factors set forth in Rule 5605(d)(3) of the Nasdaq rules. From time to time, the Compensation Committee has engaged compensation consultants. In 2025, the Compensation Committee engaged Alvarez & Marsal, LLC (“Alvarez & Marsal”) to provide compensation consulting services. Please see the discussion of the consulting services provided to the Compensation Committee by Alvarez & Marsal under the section titled “Role of Independent Compensation Consultant” below.
The Compensation Committee has adopted a written charter, which sets forth the Compensation Committee’s duties and responsibilities. The Compensation Committee charter is available on our website at www.myfw.com under “Investor Relations—Governance—Governance Documents.” The Compensation Committee met four times in 2025.
Corporate Governance and Nominating Committee
The members of our Corporate Governance and Nominating Committee are Mr. Latimer, Mr. Mitchell, Mr. Smith, and Mr. Zimlich, with Mr. Zimlich serving as chair of our Corporate Governance and Nominating Committee. Our Board has evaluated the independence of each of the members of our Corporate Governance and Nominating Committee and has affirmatively determined that each of the members of our Corporate Governance and Nominating Committee meets the definition of an "independent director" under the Nasdaq rules. The Corporate Governance and Nominating Committee did not retain the services of any independent search firm during 2025.
The Corporate Governance and Nominating Committee assists our Board in its oversight of identifying and recommending persons to be nominated for election as directors and to fill any vacancies on our Board, monitoring the composition and functioning of the standing committees of our Board, developing, reviewing and monitoring our corporate governance policies and practices, and otherwise taking a leadership role in shaping the corporate governance of the Company.
Among other things, our Corporate Governance and Nominating Committee is responsible for:
•Reviewing the performance of our Board and each of its committees;
•Identifying, assessing and determining the qualification, attributes and skills of, and recommending, persons to be nominated by our Board for election as directors and to fill any vacancies on our Board;
•Reviewing the background, qualifications and independence of individuals being considered as director candidates, including persons proposed by our shareholders;
•Reviewing and recommending to our Board each director’s suitability for continued service as a director upon the expiration of his or her term and upon any material change in his or her status;
•Reviewing the size and composition of our Board as a whole, and recommending any appropriate changes to reflect the appropriate balance of required independence, knowledge, experience, skills, expertise and diversity;
•Monitoring the function of our standing committees and recommending any changes, including the director assignments, creation or elimination of any committee;
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•Developing, reviewing and monitoring compliance with our corporate governance guidelines and policies and the corporate governance provisions of the federal securities laws and the listing rules applicable to us and/or our subsidiaries;
•Investigating any alleged violations of such guidelines and the applicable corporate governance provisions of federal securities laws and listing rules, and reporting such violations to our Board with recommended corrective actions;
•Reviewing our and our subsidiaries’ corporate governance practices in light of best corporate governance practices among our peers, determining whether any changes in such corporate governance practices are necessary and recommending any proposed changes in such corporate governance policies;
•Considering any resignation tendered to our Board by a director and recommending the acceptance of such resignation if appropriate;
•Considering questions of possible conflicts of interest involving directors, including operations that could be considered competitive with our operations or that otherwise present a conflict of interest;
•Developing and recommending to our Board approval standards for determining whether a director has a relationship with the Company that would impair his or her independence;
•Overseeing our director orientation and continuing education programs for our Board;
•Reviewing its charter and recommending to our Board any modifications or changes; and
•Handling such other matters that are specifically delegated to the Corporate Governance and Nominating by our Board from time to time.
Our Corporate Governance and Nominating Committee has adopted a written charter, which sets forth the Corporate Governance and Nominating Committee’s duties and responsibilities. The Corporate Governance and Nominating Committee charter is available on our website at www.myfw.com under “Investor Relations—Governance—Governance Documents.”
Our Corporate Governance and Nominating Committee will consider shareholder recommendations for nominees, provided that such shareholder complies with the procedures described in the section titled “Date for Submission of Shareholder Proposals for 2027 Annual Meeting.” The Corporate Governance and Nominating Committee met two times in 2025.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics in place that applies to all of our directors, officers and associates. The Code of Business Conduct and Ethics sets forth specific standards of conduct and ethics that we expect all of our directors, officers and associates to follow, including the Company’s Chairman and Chief Executive Officer and senior financial officers. The Code of Business Conduct and Ethics is available on our website at www.myfw.com under “Investor Relations—Governance—Governance Documents.” Any amendments to the Code of Business Conduct and Ethics, or any waivers of requirements thereof, will be disclosed on our website within four days of such amendment or waiver.
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Clawback Policy
In accordance with the Nasdaq’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder, we have adopted the First Western Financial Inc. Clawback Policy (the “Policy”). Under the Policy, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with a financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), and an officer subject to the Policy (a “Covered Officer”) received incentive compensation that exceeded the amount the covered officer would have received absent the Financial Restatement during the three completed fiscal years (or such longer period as provided in applicable law) immediately preceding the date on which the Company is required to prepare a Financial Restatement, then the Company shall recover from such Covered Officer the amount of the Covered Officer’s excess incentive compensation, subject to certain limited exceptions described in the Policy. The Company's Clawback Policy was included as an exhibit in our Annual Report on Form 10-K for the year ended December 31, 2025.
Insider Trading Policy
We maintain an insider trading policy , which governs the purchase, sale, and other dispositions of our securities by our executive officers, directors, employees, and other covered persons (the “Insider Trading Policy”). We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the Nasdaq listing standards applicable to us. The Insider Trading Policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Pledging and Hedging Policies
The provisions of our insider trading policy applicable to our directors, executive officers and certain other designated employees prohibits such persons from hedging or pledging our securities, subject to limited exceptions and pre-approval under the terms of our insider trading policy. Such persons are also prohibited from engaging in various trading practices including short sales of the Company’s securities, trading in puts, calls or other derivative securities of the Company, and from holding our securities in a margin account. The Company has not allowed, and does not expect to allow, exceptions to this prohibition. The only pledged shares outstanding relate to an insider arrangement that was approved by the Board prior to the IPO and grandfathered at that time.
Stock Ownership Guidelines
Our Board and management believe strongly in linking executive long-term rewards to shareholder value. Our Board has established stock ownership guidelines applicable to our executive officers and other key position holders.
The following associates are required to hold the numbers of shares equal to the multiple of base salary set forth below:
| Individual/Group | Stock Ownership Target | |||||||
| Chief Executive Officer | 6 times annual base salary | |||||||
Chief Operating Officer | 4 times annual base salary | |||||||
| Other Senior Executive Officers | 2 times annual base salary | |||||||
| Other specified senior managers of our Profit Centers | 1 times annual base salary | |||||||
The guidelines provide that executives have five years to satisfy the ownership requirements. After the five-year period, executives who have not met their minimum stock ownership requirement may be limited to selling up to 50% of net shares received upon stock option exercises and any PSU and RSU vesting until they achieve their required ownership level.
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Executive Compensation Program Highlights
We continue to review, evaluate and modify our compensation philosophy and framework in an effort to maintain a competitive total compensation packages. We believe the current mix and value of these compensation elements provide our named executive officers with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and the executive’s particular contributions to that performance, and aligns our executives’ interests with those of shareholders by linking pay to performance while taking into account applicable regulatory guidelines and requirements.
Our strategic plan for 2025 continued to focus on shareholder value creation, and the Compensation Committee used annual earnings and revenue growth metrics as key indicators that management is on the right path to produce sustainable long-term value. The Compensation Committee determined the amount of annual and long-term incentives to award our named executive officers using a qualitative and quantitative assessment of management’s performance, taking into account both growth and return with consideration for our risk framework. The assessment process included scorecards that identified shared and individual goals for the year in the areas of revenue growth, increased footprint, operations, technology, risk and, business transformation, with the growth in earnings per share, tangible book value per share, and return on average equity serving as the primary considerations for additional incentive awards granted in 2025.
The Compensation Committee is committed to aligning our compensation strategies with our evolving business strategy, good governance and effective risk management practices, and efforts to generate superior long-term returns for our shareholders. Our executive compensation strategy strongly aligns our Chief Executive Officer and other executives with long-term shareholder interests.
Please refer to the "Executive Compensation" section in this proxy statement for details about our compensation programs.
CURRENT EXECUTIVE OFFICERS
The following table sets forth the name, age and position with the Company of each of our executive officers. The business address for all of these individuals is 1900 16th Street, Suite 1200, Denver, Colorado 80202.
| Executive Officers | Position | Age | ||||||||||||
| Scott C. Wylie | Chairman, Chief Executive Officer ("CEO"), and President of First Western Financial, Inc. | 68 | ||||||||||||
| Julie A. Courkamp | Director, Chief Operating Officer ("COO"), and President of First Western Trust Bank | 46 | ||||||||||||
| David R. Weber | Chief Financial Officer ("CFO") and Treasurer | 38 | ||||||||||||
| Matthew C. Cassell | Chief Revenue Officer ("CRO") | 50 | ||||||||||||
Background of our Executive Officers who are not also Directors.
David R. Weber. Mr. Weber joined First Western Trust Bank in 2018 as its Treasury Manager, was promoted to Finance and Treasury Manager in 2019 and then Director of Finance and Treasury and Cashier of the Bank in 2021. On September 25, 2023, Mr. Weber was appointed as the Chief Financial Officer and Treasurer of the Bank. Additionally, on September 25, 2023, the Board designated Mr. Weber to serve as its Principal Financial Officer. On April 23, 2025, the Board designated Mr. Weber to serve as its Principal Accounting Officer. Prior to joining the Company, Mr. Weber served in various finance positions over nine years at Fifth Third Bank. Mr. Weber holds a Bachelor of Science in Business from Miami University and a Master of Science in Accounting from the University of Illinois Urbana-Champaign.
Matthew C. Cassell. Mr. Cassell joined First Western Trust Bank in May of 2020 as President, Commercial Banking. In this role, he was responsible for strategy, execution, and product development and oversight of Commercial Banking, Private Banking, Treasury Management, Retirement Services, and Mortgage Banking. In February 2023, Mr. Cassell was appointed Chief Banking Officer and in June 2025, Mr. Cassell was appointed Chief Revenue Officer. Prior to joining the Company, Mr. Cassell was the Colorado President for Simmons Bank. Mr. Cassell has also held state and regional leadership positions over the last 29 years in banking with local, regional, and national banks. Mr. Cassell has a Bachelor’s Degree from Colorado Christian University with an emphasis in Management and Marketing.
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EXECUTIVE COMPENSATION
We are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. As such, we are exempted from various reporting requirements that are applicable to other public companies that are not smaller reporting companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a specific form of Compensation Discussion and Analysis. We have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.
Our “named executive officers” ("NEO") for fiscal year 2025, which consist of our principal executive officer and the two other most highly compensated executive officers, are:
•Scott C. Wylie—Chairman, CEO, and President of First Western Financial, Inc. ("FWFI"), Chairman and CEO, First Western Trust Bank ("FWTB")
•Julie A. Courkamp—Director of FWFI and FWTB, COO and President of FWTB
•Matthew C. Cassell—CRO of FWTB
Overview of Executive Compensation
Role of the Compensation Committee
The Compensation Committee is responsible for establishing our compensation structure and philosophy, and for overseeing our executive compensation policies and programs generally. As part of this responsibility, the Compensation Committee:
•regularly interacts with our Chief Executive Officer in order to make informed decisions on the compensation packages, performance, and leadership succession planning;
•makes recommendations to the full Board on the executive compensation programs, including construction of our peer group, issuance of equity awards, and certification of results;
•evaluates the performance of the Chief Executive Officer and determines the Chief Executive Officer’s compensation; and
•reviews the performance of the executive officers for each fiscal year.
Role of Independent Compensation Consultant
The Compensation Committee engaged Alvarez & Marsal as its independent compensation consultant in 2025 to provide the following:
•information relating to the selection of the Company’s peer group and recommendations for determining an appropriate peer group for the Company;
•benchmark compensation data for the Company’s executive officers;
•assist with proxy drafting, equity plan requests, and updates to policies
•recommendations concerning the compensation of Company’s executive officers; and
•advice regarding the peer group companies’ incentive plan designs and structure for comparison against the Company’s current incentive plan structures.
Alvarez & Marsal did not provide additional services other than compensation consulting to the Compensation Committee. The Compensation Committee conducted an assessment of potential conflicts of interest and independence issues for Alvarez & Marsal and no conflicts of interest or independence issues relating to Alvarez & Marsal’s services were identified by the Compensation Committee.
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Executive Compensation Program Philosophy and Highlights
We continue to review, evaluate and modify our compensation philosophy and framework in an effort to maintain a competitive total compensation package that appropriately links executive pay with performance. We believe the current mix and value of these compensation elements provide our named executive officers with total annual compensation that is both reasonable and competitive within our markets, properly reflects our performance and the executive’s particular contributions to that performance, and aligns our executives’ interests with those of shareholders while taking into account applicable regulatory guidelines and requirements.
Our strategic plan for 2025 continued to focus on shareholder value creation, and the Compensation Committee used annual earnings and revenue growth metrics as key indicators that management is on the right path to produce sustainable long-term value. The Compensation Committee determined the amount of annual and long-term incentives to award our named executive officers using a qualitative and quantitative assessment of management’s performance, taking into account both growth and return with consideration for our risk framework. The assessment process included scorecards that identified shared and individual goals for the year in the areas of revenue growth, tangible book value per share, increased footprint, operations, technology, risk, and business transformation, with the growth in operating earnings per share, gross revenue and pre-tax, pre-provision operating net income serving as the primary considerations for additional incentive awards granted in 2025.
The Compensation Committee is committed to aligning our compensation strategies with our evolving business strategy, good governance and effective risk management practices, and efforts to generate superior long-term returns for our shareholders. Our executive compensation strategy strongly aligns our Chief Executive Officer and other executives with long-term shareholder interests.
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The following table summarizes the primary elements of our executive compensation for 2025:
Component | Purpose | Considerations | ||||||
| Base Salary | •Recognize performance of job responsibilities and attract and retain individuals with superior talent. | •Reflects the Compensation Committee's assessment of the executive's experience, skills and values to First Western, and competitive market conditions. | ||||||
| Performance Share Units ("PSUs") | •Align compensation with our business strategy and long-term shareholder value. | •The number of PSUs granted was determined by the Compensation Committee after consideration of each executive's performance scorecard. •The number of PSUs that may be earned is based on the level of achievement of goals established by the Compensation Committee. •Value realized upon vesting varies based on stock price performance over the vesting period. | ||||||
| Restricted Stock Units ("RSUs") | •Provide a strong retention element and align executive and shareholder interests. | •The amount of RSUs granted is determined by the Compensation Committee after consideration of each executive's performance scorecard. •The realized value of RSUs is based on stock price performance over the vesting period. | ||||||
| Short-Term Incentive Compensation ("Short-Term Incentive Plan") | •Motivate the Company's eligible senior executive officers to improve shareholder value by linking a portion of their cash compensation to the Company's financial performance, reward participants for superior individual performance, and help attract and retain key associates. | •A participant's incentive opportunity under the Short-Term Incentive Plan is based upon three factors: satisfaction of the established criteria for the fiscal year, the Company's financial performance over the fiscal year, and the participant's individual performance over the fiscal year. | ||||||
Our executive compensation programs align our named executive officers’ pay with performance, by structuring our compensation packages with a substantial portion of their pay, including short-term incentives and long-term incentives, being at-risk and tied to financial performance and strategic business goals. The primary focus for our named executive compensation package is to foster sustained growth and maximize shareholder value. To that effect, the Compensation Committee targets compensation in line with the market median for the peer group and relevant compensation survey data, with at-risk, performance-based incentive opportunities that, if achieved, would result in total compensation above the market median. The below charts illustrate our named executive officers’ total direct compensation.
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2025 Named Executive Officer Target Total Direct Compensation Pay Mix
Competitive Assessment of Compensation – Peer Companies and Market Data
Our compensation committee believes that it is important to be informed as to the current practices of comparable public companies with which we compete for top talent, as we aim to attract and retain the most highly qualified executive officers in an extremely competitive market. To this end, our compensation committee reviews market data for each executive officer’s position, compiled by Alvarez & Marsal as described below, including information relating to the mix and levels of compensation for executive officers in the banking industry, with a focus on target total direct compensation in line with our compensation committee’s holistic approach to executive compensation.
2025 Peer Group
The Executive Compensation Peer Group (“Peer Group”) is reviewed annually and updated as appropriate with the assistance of Alvarez & Marsal. The Peer Group consists of companies that the Compensation Committee believes are comparable in size, performance, and business model to the Company and with which we may compete for talent.
The Compensation Committee believes the market data obtained from the Peer Group is informative but does not base its compensation decisions solely on such data or set compensation to a targeted market percentile. Rather, the Compensation Committee takes into account all considerations, including but not limited to the market data of the Peer Group, the competitive market for talent, Company performance, relative positioning of the Company within the Peer Group, individual performance, and other factors in arriving at compensation decisions for each year.
The 2025 Peer Group consisted of the fourteen companies listed in the table below. The Compensation Committee considered this a reasonable balance and a good representation of companies that were of similar scope and complexity.
Alerus Financial Corporation | Blue Ridge Bankshares, Inc. | First Business Financial Services, Inc. | ||||||
Coastal Financial Corporation | Greene County Bancorp, Inc. | First Foundation Inc. | ||||||
Financial Institutions, Inc. | National Bank Holdings Corporation | Peapack-Gladstone Financial Corporation | ||||||
Mid Penn Bancorp, Inc. | Washington Trust Bancorp, Inc. | West Bancorporation, Inc. | ||||||
Univest Financial Corporation | Capital Bancorp, Inc. | |||||||
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Key Influences in Compensation Decisions
Performance Metrics
The components of our executive compensation program are intended to align with the short-term and long-term goals of the Company. The overall long-term incentive target mix for NEOs consists of RSUs and PSUs, which vest over a one to five-year period.
PSUs are eligible to vest based on the structure of the underlying award. As of December 31, 2025, PSU performance goals included the Company’s operating earnings per share (“EPS”) measured over a one-year performance period relative to pre-established target goals, the Company’s average operating EPS measured over a three-year performance period relative to pre-established target goals, and the Company's three-year annualized total shareholder return compared to a regional bank ETF. The number of PSUs determined to be earned after the one to three-year performance period shall vest, if at all, either immediately after the performance period or following completion of a subsequent two-year service period. We believe these performance measures are good indicators of profitability and performance over time.
NEOs are also eligible to receive an annual cash bonus as a component of our executive compensation program based on individual goals and performance measurements. For our CEO and COO, annual short-term incentive awards are calculated based on fiscal year Company performance relative to pre-established target goals for Operating EPS, Operating Pre-Tax Pre-Provision Net Income (“PTPPNI”), Gross revenues, Planning, Trust, and Investment Management ("PTIM") fees, and individual performance relative to qualitative goals. For our CRO, annual short-term incentive awards are calculated based on Company performance related to fiscal year Loan growth, Deposit growth, PTIM fee growth, Swap fees, and Insurance fees. We believe these performance measurements are good indicators of profitability and performance over the fiscal year.
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Individual Contributions
Our Compensation Committee also considers roles and responsibilities of each NEO and links most of the pay for senior executives to long-term business strategies and key priorities. Considerations for 2025 awards included the following items:
Scott C. Wylie, Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | ||
| • Provided consistent strategic leadership, successfully shifting the Company from a defensive posture to disciplined offense while increasing franchise value 37% • Led execution of the Company’s long-term vision to build the Best Private Bank for the Western Wealth Management Client, reinforcing a differentiated private banking and wealth planning strategy • Oversaw significant relative shareholder value creation, with Company stock materially outperforming regional bank indices and closest peers (e.g. MYFW up over 5x 2025 KRE gain of 7%), reflecting effective leadership and strategic positioning • Prioritized visionary, growth oriented leadership as CEO, concentrating on enterprise strategy, revenue generation, market positioning, and long-term shareholder value creation • Provided direct leadership and sponsorship of sales and growth initiatives, including client acquisition, wealth and private banking expansion, and go to market strategy, accelerating the Company’s shift back to offense and sustainable organic growth • Led executive and leadership succession planning efforts, ensuring continuity of leadership and bench strength aligned with the Company’s growth strategy and long-term objectives | ||
Julie A. Courkamp, Director, Chief Operating Officer, and President of First Western Trust Bank | ||
| • Provided strong operational leadership and execution discipline across the enterprise, supporting improved operating trends and scalability following several years of elevated industry stress • Led implementation of key efficiency initiatives and operating leverage opportunities, contributing to expense discipline while supporting revenue growth and strategic investments • Advanced a “People First” culture with emphasis on leadership development, performance management, and accountability, strengthening organizational depth and execution capability • Played a central role in the modernization of technology, data, and reporting infrastructure, enabling clearer accountability, KPI driven management, and improved decision making • Oversaw enhancements to the client experience across banking, mortgage, and wealth management platforms, aligning operating processes with the Company’s private banking value proposition • Supported enterprise project management and capital allocation decisions, ensuring strategic initiatives were prioritized, resourced appropriately, and executed effectively • Reinforced leadership expectations and cultural standards across the organization, supporting talent development, performance management, and operational accountability. | ||
Matt Cassell, Chief Revenue Officer of First Western Trust Bank | ||
| • Led initiatives to rebalance the Company’s balance sheet, contributing to a reduction in loan to deposit ratios toward historical norms while supporting improved net interest margin • Drove enhancements to sales strategy, structure, and execution, including development of sales tools, tracking, and training to support consistent growth across lines of business • Played a key role in recruiting and integrating senior revenue producing and leadership talent, strengthening front office capabilities and long-term growth capacity • Collaborated effectively with credit, risk, operations, and wealth management partners to improve speed to market while maintaining appropriate risk tolerance • Advanced CRM adoption and data driven sales management practices, improving transparency, accountability, and pipeline management across client segments | ||
2025 Say-on-Pay Vote
For the non-binding, advisory vote on the compensation of our NEOs, our say-on-pay vote, at the annual meeting of stockholders held in June 2025, approximately 93% of the shares that were voted were cast in favor of our advisory vote on named executive officer compensation, excluding abstentions.
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In furtherance of the Compensation Committee’s ongoing effort to align executive pay and company performance, in addition to restricted stock unit awards, or RSUs, granted in 2025, the Compensation Committee granted performance stock units, or PSUs, to the named executive officers as part of the 2025 compensation program. Similar to prior years, in 2025, PSUs were granted with a stringent three-year average operating EPS target that the Compensation Committee believed at the time of grant was attainable with significant effort and success in execution but was not certain and would require significant value creation to be earned that would further align our named executive officers’ interests with those of our stockholders over the long-term. Additionally, a PSU was awarded to our CEO conditioned on the Company's three-year annualized total shareholder return ("TSR") compared to the SPDR S&P Regional Banking ETF. The Compensation Committee believes that the addition of this award further aligns the executive’s interests with that of shareholders by directly linking a larger portion of the CEO’s compensation to shareholder value creation. Lastly, in 2025, the Compensation Committee awarded our CEO and COO with a special, one-time award of PSUs conditioned upon pre-established Operating EPS hurdles that are above the current maximum level for the three-year average operating EPS PSUs. The purpose of the Special Award is to align the executives with an ambitious initiative to significantly grow the Company’s EPS and therefore long-term shareholder value creation. See the below section titled "Elements of Compensation – Stock-Based Compensation Awards" for more details regarding the PSUs granted in 2025.
Elements of Compensation
Base Salary
Each named executive officer’s base salary is a fixed component of compensation for each year for performing specific job duties and functions. Historically, we have established annual base salary rates for Mr. Wylie, Ms. Courkamp and Mr. Cassell, subject in each case to their employment agreements, at a level necessary to retain the individual’s services and we have reviewed base salaries on an annual basis at the end of each year. We have historically made adjustments to, or made no adjustment to, the base salary rates of the named executive officers upon consideration of any factors that our Board deems relevant, including but not limited to (i) any increase or decrease in the executive’s responsibilities, (ii) the executive’s job performance and (iii) the level of compensation paid to executives of other companies with which we compete for executive talent, as estimated based on publicly available information and the experience of members of the Board and management. As shown in the table below, the CEO and COO received base salary adjustments in 2025 to account for cost-of-living changes. The CRO received a base salary adjustment that reflects both cost-of-living changes and an increase in responsibilities associated with his promotion to Chief Revenue Officer.
2025 Annualized Base Salary Changes
Named Executive Officer | 2024 | 2025 | % Change | ||||||||
| Scott C. Wylie | $605,188 | $623,708 | 3% | ||||||||
| Julie A. Courkamp | $368,375 | $379,250 | 3% | ||||||||
| Matthew C. Cassell | $306,750 | $328,250 | 7% | ||||||||
NEO Incentive Compensation Plans
Our CEO and COO participate in the First Western Financial Inc. Named Executive Officers Incentive Compensation Plan also known as the First Western Financial, Inc. Incentive Plan for Senior Executive Officers (the “Short-Term Incentive Plan” or “STI”). The purpose of the Short-Term Incentive Plan is to motivate the Company’s eligible executive officers to improve shareholder value by linking a portion of their cash compensation to the Company’s financial performance, reward participants for superior individual performance, and help attract and retain key associates. A participant’s incentive opportunity under the Short-Term Incentive Plan is based upon three factors: satisfaction of pre-established goals for the fiscal year, the Company’s financial performance over the fiscal year, and the participant’s individual performance over the fiscal year. The 2025 individual payout opportunities (as a percent of base salary) for our CEO and COO were as follows:
NEO | Threshold | Target | Maximum | ||||||||
| Chief Executive Officer | 28% | 55% | 110% | ||||||||
| Chief Operating Officer | 20% | 40% | 80% | ||||||||
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For fiscal year 2025, the Short-Term Incentive Plan awards for our CEO and COO were based on fiscal year 2025 performance compared to Gross revenue, Operating EPS, Operating PTPPNI, and Planning, Trust, and Investment Management ("PTIM") Fee targets. Although the total cash incentive for our CEO and COO is capped at a maximum payout level, as depicted above, there is no guaranteed minimum, and payouts may be reduced to zero based on performance outcomes. While the Short-Term Incentive Plan follows objective payout formulas, awards also include qualitative measures to ensure individual performance is also taken into consideration. The Compensation Committee continues to review and adjust the metrics utilized in the Short-Term Incentive Plan to ensure continued appropriateness and alignment with the Company’s strategic goals and interests of shareholders. For 2025, metrics and weighting were as follows:
2025 STI Goals | Weighting | |||||||
| Chief Executive Officer | Chief Operating Officer | |||||||
Gross revenues | 25% | 30% | ||||||
Operating EPS | 15% | 20% | ||||||
Operating PTPPNI | 15% | 20% | ||||||
Qualitative factors | 30% | 30% | ||||||
| PTIM fees | 15% | 0% | ||||||
Our Chief Revenue Officer participates in the Company's Incentive Compensation Plan that is available to all eligible associates. For fiscal year 2025, the Short-Term Incentive Plan award for our CRO was based on fiscal year 2025 performance related to Loan growth, Deposit growth, PTIM fee growth, Swap fees, and Insurance fees. The 2025 payout opportunity (as a percent of base salary) for the CRO was 35%. For 2025, metrics and corresponding STI credit percentages were as follows:
2025 STI Goals | STI Credit | ||||
| Chief Revenue Officer | |||||
Loan growth | 0.004% - 0.01% | ||||
Deposit growth | 0.01% - 0.02% | ||||
PTIM fee growth | 2.5% | ||||
Swap fees | 1.5% | ||||
| Insurance fees | 0.2% | ||||
All STI awards are subject to clawback provisions that allow the Company to recoup incentive-based compensation paid to NEOs and other designated employees if the Company is required to restate its financial statements pursuant to terms within the Clawback Policy.
The following table sets forth the 2025 STI targets and achievement for each NEO:
Named Executive Officer | STI Target | STI Amount Achieved | Achievement % | ||||||||
Scott C. Wylie | $343,800 | $349,300 | 102% | ||||||||
Julie A. Courkamp | $152,000 | $174,500 | 115% | ||||||||
Matthew C. Cassell | $115,500 | $70,000 | 61% | ||||||||
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Stock-Based Compensation Awards
The Compensation Committee believes that equity awards provide a significant retention and incentive value, while further strengthening the alignment of interests between management and shareholders. As such, in 2025, the Compensation Committee granted a mix of RSUs and PSUs. The 2025 award grants included a special, one-time PSU award of 50,000 and 16,700 units granted to our CEO and COO, respectively. As reflected in the below table, the mix of time-based and performance-based awards varies by role. For our CEO, 12% of awards were time-based and 88% were performance-based; for our COO, 20% were time-based and 80% were performance-based; and for our CRO, 50% were time-based and 50% were performance-based. Additional details regarding these awards are provided in the section titled “2025 Performance Stock Unit Awards". The following table presents equity awards granted in 2025, reflected at their target grant amounts:
Named Executive Officer | # of Time-Based RSUs Granted | # of Performance-Based PSUs Granted(1) | # of One-Time Performance-Based PSUs Granted(2) | # of TSR Performance-Based PSUs Granted(3) | ||||||||||
Scott C. Wylie | 9,573 | 9,573 | 50,000 | 10,443 | ||||||||||
Julie A. Courkamp | 5,385 | 5,385 | 16,700 | — | ||||||||||
Matthew C. Cassell | 1,795 | 1,795 | — | — | ||||||||||
(1)Conditioned upon pre-established three-year Operating EPS goals.
(2)Conditioned upon pre-established Operating EPS hurdles measured over the course of each fiscal year in the performance period.
(3)Conditioned on the Company's three-year annualized total shareholder return compared to the SPDR S&P Regional Banking ETF.
During fiscal year 2025, we did not grant stock option awards to our NEOs. Additionally, we do not time
2025 Time-Based Restricted Stock Unit Awards
Our pay-for-performance stock incentive strategy is balanced with the use of time-based RSUs to enhance holding power, retention and recruitment, while further aligning the interests of the executives and shareholders. The RSUs granted in 2025 were issued in recognition of 2024 performance, and vest in equal installments over a five-year service period so long as the recipient remains employed by the Company through the applicable vesting dates.
2025 Performance Stock Unit Awards
Historically, the Compensation Committee has awarded PSUs to the NEOs where the payout can vary from 0% to 150% of the target number of shares granted, conditioned upon pre-established three-year Operating EPS goals (the “EPS PSUs”). The Compensation Committee granted the NEOs EPS PSUs in 2025.
In addition to the EPS PSUs, the Compensation Committee granted a one-time PSU award to the CEO where the payout can vary from 0% to 200% of the target number of shares granted, conditioned on the Company's three-year annualized total shareholder return compared to the SPDR S&P Regional Banking ETF (the “TSR PSUs”). The Compensation Committee believes that the addition of the TSR PSUs to the CEO’s compensation package further aligns the executive’s interests with that of shareholders by directly linking a larger portion of the CEO’s compensation to shareholder value creation, while increasing the proportion of the executive’s compensation that is performance based and at-risk.
Lastly, in 2025, the Compensation Committee awarded the CEO and COO with a special, one-time award of PSUs (“Special EPS PSUs”) in addition to the annual PSUs described above. The payout of the Special Award can vary from 0% to 600% of the target number of shares granted, conditioned upon pre-established Operating EPS hurdles measured over the course of each fiscal year in the performance period. The purpose of these special awards is to align the executives with an ambitious initiative to significantly grow the Company’s EPS and therefore long-term shareholder value creation. The Special Awards are entirely performance-based and can only be earned to the extent pre-established, stringent, Operating EPS goals are achieved within a three-year period.
•The target for the Special Award is only earned if Operating EPS is achieved above the current maximum level for the 2025 EPS PSUs (described above). Additional tranches of the Special Award can be earned to the extent that various Operating EPS goals are achieved.
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•The maximum payout under the Special Award is only earned in the event that Operating EPS is achieved that is 65% greater than the current maximum payout under the annual EPS PSUs (described above).
•Earned tranches of the Special Award will vest (if at all) as achieved for the CEO, and on the fifth anniversary of the grant for the COO.
•No tranche will vest (and vested shares will be subject to clawback) if the Bank is subject to a formal regulatory enforcement action due to actions taken by management in the performance period.
Performance Stock Unit Awards – Historical and Expected Performance
The table below provides the actual achievement results for PSUs that have completed their performance period, and expected achievement results for PSUs that have yet to complete their performance period based on internal Company forecasts.
Performance Period - Start | Performance Period - End | Vesting Date | Achievement % | ||||||||
1/1/2021(2) | 12/31/2023 | 12/31/2025 | 55% | ||||||||
1/1/2022(2) | 12/31/2024 | 12/31/2026 | 0% | ||||||||
1/1/2023(2) | 12/31/2025 | 12/31/2027 | 0% | ||||||||
1/1/2024(2) | 12/31/2026 | 12/31/2028 | 113%(1) | ||||||||
1/1/2025(3) | 12/31/2027 | 12/31/2027 | 200%(1) | ||||||||
1/1/2025(2) | 12/31/2027 | 12/31/2029 | 100%(1) | ||||||||
1/1/2025(4) | 12/31/2025, 12/31/2026 & 12/31/2027 | 12/31/2025, 12/31/2026, 12/31/2027 & 6/4/2030 | 100%(1) | ||||||||
(1)Estimated achievement % as performance period has not ended.
(2)EPS PSUs conditioned upon pre-established three-year Operating EPS goals.
(3)TSR PSUs conditioned on the Company's three-year annualized total shareholder return compared to the SPDR S&P Regional Banking ETF.
(4)Special EPS PSUs conditioned upon pre-established Operating EPS hurdles measured over the course of each fiscal year in the performance period.
In May of 2023, each of the NEOs were granted PSUs. The performance period for these PSUs concluded on December 31, 2025. These awards were subject to vesting based on the Company’s average Operating EPS measured over a three-year performance period relative to pre-established target goals, followed by a two-year continued service requirement. As shown in the table above, the performance goals were not achieved and no shares were eligible for vesting.
The table below sets forth the total number of PSUs with a performance period end date in 2025, that will not vest, as noted above, as they did not achieve the performance goals:
Name | Target PSUs Granted | Actual Number of PSUs Vested | ||||||
| Scott C. Wylie | 11,827 | 0 | ||||||
| Julie A. Courkamp | 6,652 | 0 | ||||||
| Matthew C. Cassell | 2,217 | 0 | ||||||
Retirement Benefits
Our named executive officers may elect to participate in our 401(k) plan, which is designed to provide retirement benefits to all eligible associates. Our 401(k) plan provides our associates with the opportunity to save for retirement on a tax-deferred basis, and permits our associates to defer between 1% and 100% of their compensation to the 401(k) plan, subject to applicable statutory limits. We have the option to make discretionary matching contributions or any additional contributions in accordance with our policy. In 2025, Mr. Wylie, Ms. Courkamp and Mr. Cassell received matching contributions of $10,350 into each of their 401(k) accounts.
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Health and Welfare Benefits
Our named executive officers are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, vision, life, accident and disability coverage, on the same terms and conditions generally available to our other associates.
Summary Compensation Table
The following table sets forth information regarding the compensation paid, awarded to, or earned by each of our named executive officers for the fiscal years indicated.
| Name and Principal | ||||||||||||||||||||||||||||||||||||||
| Position | Year | Salary | Stock Awards(1) | Nonequity Incentive Plan Compensation | All Other Compensation(2) | Total | ||||||||||||||||||||||||||||||||
| Scott C. Wylie | 2025 | $ | 623,708 | $ | 1,641,443 | $ | 368,300 | $ | 11,990 | $ | 2,645,442 | |||||||||||||||||||||||||||
| Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | 2024 | 605,188 | 399,986 | 245,100 | 12,190 | 1,262,464 | ||||||||||||||||||||||||||||||||
| Julie A. Courkamp | 2025 | 379,250 | 572,846 | 161,200 | 11,990 | 1,125,286 | ||||||||||||||||||||||||||||||||
| Director, Chief Operating Officer, and President of First Western Trust Bank | 2024 | 368,375 | 224,994 | 108,000 | 11,990 | 713,359 | ||||||||||||||||||||||||||||||||
| Matthew Cassell | 2025 | 328,250 | 74,995 | 92,544 | 12,190 | 507,979 | ||||||||||||||||||||||||||||||||
| Chief Revenue Officer | 2024 | 306,750 | 59,969 | 58,000 | 12,190 | 436,910 | ||||||||||||||||||||||||||||||||
(1)Amounts reflect aggregate grant date fair value determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") of RSUs and PSUs, all granted under the Company's Omnibus Incentive Plan. The discussion of the assumptions used for purposes of valuation of these equity grants appears in Note 11—Shareholders’ Equity in the accompanying notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Aggregate grant date fair values of PSUs granted in 2025 were: Mr. Wylie, $1,441,463, Ms. Courkamp, $460,354, and Mr. Cassell, $37,498. These units have a maximum payout value of $6,948,937 for Mr. Wylie, $2,255,905 for Ms. Courkamp, and $56,246 for Mr. Cassell. Vesting requirements applicable to PSUs are further described in Note 11—Shareholders’ Equity in the accompanying notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Mr. Wylie, Ms. Courkamp, and Mr. Cassell were granted RSUs in 2025 with aggregate grant date fair values of $199,980, $112,493, and $37,498, respectively. Mr. Wylie, Ms. Courkamp, and Mr. Cassell's units were granted on May 01, 2025, and vest in equal installments of 20% on the first five anniversaries of the respective grant date.
(2)In 2025, Mr. Wylie received matching contributions of $10,350 to his 401(k) account, matching contributions of $800 to his health savings account, and reimbursement for his cell phone of $840. Ms. Courkamp received matching contributions of $10,350 to her 401(k) account, matching contributions of $800 to her health savings account, and reimbursement for her cell phone of $840. Mr. Cassell received matching contributions of $10,350 to his 401(k) account, matching contributions of $1,000 to his health savings account, and reimbursement for his cell phone of $840.
Employment Agreements
We have entered into employment agreements with Mr. Wylie, Ms. Courkamp, and Mr. Cassell. The following is a summary of the material terms of each such agreement.
Employment Agreement with Scott C. Wylie
Mr. Wylie is party to an employment agreement with the Company, which has been amended from time to time. The employment agreement has an evergreen provision and automatically renews for successive one-year terms unless either party provides written notice of its intent to not renew at least 90 days prior to the renewal date (in which case the term will end on the first anniversary of the renewal date). Under Mr. Wylie’s employment agreement, he is entitled to an annual base salary of no less than $450,000 and is eligible to receive an annual incentive payment governed by the terms set forth in the Short-Term Incentive Plan at the discretion of the Compensation Committee. During 2025, Mr. Wylie’s base salary was $623,708. Mr. Wylie is also eligible to receive employee benefits, fringe benefits, and perquisites in accordance with our established policies, and to participate in stock-based or other long-term incentive compensation programs at the discretion of the Compensation Committee.
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Employment Agreement with Julie A. Courkamp
Ms. Courkamp is party to an employment agreement with the Company, which has been amended from time to time. The employment agreement has an evergreen provision and automatically renews for successive one-year terms unless either party provides written notice of its intent not to renew at least 90 days prior to the renewal date (in which case the term will end on the first anniversary of the renewal date). Ms. Courkamp’s employment agreement provides that, she is entitled to an annual base salary of no less than $300,000, which shall be reviewed annually and increased as appropriate for market changes, and is eligible to receive an annual incentive payment governed by the terms set forth in the Short-Term Incentive Plan. During 2025, Ms. Courkamp’s base salary was $379,250. Ms. Courkamp is also eligible to receive employee benefits, fringe benefits, and perquisites in accordance with our established policies and to participate in stock-based or other long-term incentive compensation programs at the discretion of the Compensation Committee.
Employment Agreement with Matthew C. Cassell
On June 22, 2023, we entered into an employment agreement with Mr. Cassell. The employment agreement has an evergreen provision and automatically renews for successive one-year terms unless either party provides written notice of its intent not to renew at least 90 days prior to the renewal date (in which case the term will end on the first anniversary of the renewal date). Under Mr. Cassell’s employment agreement, he is entitled to an annual base salary of no less than $300,000, which shall be reviewed annually and increased as appropriate for market changes, and is eligible to receive an annual incentive payment governed by the terms set forth in the Company's Incentive Compensation Plan. During 2025, Mr. Cassell’s base salary was $328,250. Mr. Cassell is also eligible to receive employee benefits, fringe benefits, and perquisites in accordance with our established policies and to participate in stock-based or other long-term incentive compensation programs at the discretion of the Compensation Committee. If Mr. Cassell is terminated without “cause” or resigns for “good reason”, in each case within twenty-four months following a “change in control” of the Company, Mr. Cassell's cash severance will instead be a lump sum payment equal to two times Mr. Cassell's “base amount” and Mr. Cassell will be fully vested in all of his then-outstanding equity awards, with any performance vesting condition(s) deemed achieved at the “target” level.
April 2023 Amendments to Employment Agreements
On April 26, 2023, the Board approved amended and restated employment agreements with Mr. Wylie and Ms. Courkamp. The amended and restated employment agreements amend their existing employment agreements to (among other things) more closely align their cash- and equity-based severance compensation to current market practice based on the competitive market data compiled by Alvarez & Marsal. Pursuant to these amended and restated employment agreements, if the covered executive is terminated without “cause” or resigns for “good reason” (as each of those terms is defined in the applicable employment agreement), in each case before or more than twenty-four (24) months following a “change in control” of the Company, the covered executive is entitled to receive (a) salary continuation severance in the aggregate amount equal to one times in the case of Ms. Courkamp and two times in the case of Mr. Wylie his or her “base amount” (generally the sum of (i) the executive’s base salary at termination and (ii) the greater of the executive’s annual target bonus at termination or the executive’s average annual bonus for each of the three fiscal years ended immediately before his or her termination), (b) prorated vesting of the covered executive’s outstanding equity awards, with any performance vesting conditions determined based on performance as of the covered executive’s termination date and (c) payment of COBRA premiums for up to 18 months. If the covered executive is terminated without “cause” or resigns for “good reason”, in each case within twenty-four months following a “change in control” of the Company, the covered executive’s cash severance will instead be a lump sum payment equal to two times in the case of Ms. Courkamp and 2.99 times in the case of Mr. Wylie the executive’s “base amount” and the covered executive will be fully vested in all of his or her then-outstanding equity awards, with any performance vesting condition(s) deemed achieved at the “target” level. In the case of Mr. Wylie, his amended and restated employment agreement also increased the duration of his non-competition and non-solicitation restrictive covenants to two years following his termination.
Subsequent to the April 2023 amended and restated employment agreements, the Company awarded Special EPS PSUs in March 2025 to Mr. Wylie and Ms. Courkamp, which provide for accelerated vesting of the outstanding Special EPS PSUs upon termination without cause or for good reason, with the number of shares vesting based on achieved performance. If the change in control is announced during the performance period, the number of shares vesting is based on the per share transaction price.
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Potential Payments upon a Termination of Employment or a Change in Control
The severance and other change in control benefits to which Mr. Wylie and Ms. Courkamp would be entitled upon a termination of employment and in connection with certain terminations of their employment or a change in control are described above in the section titled “Employment Agreements - April 2023 Amendments to Employment Agreements”. The severance and other change in control benefits to which Mr. Cassell would be entitled upon a termination of employment and in connection with certain terminations of his employment or a change in control are described above in the section titled “Employment Agreements - Employment Agreement with Matthew C. Cassell”.
Outstanding Equity Awards at Fiscal Year End
The following table provides information for each of our named executive officers regarding outstanding equity awards held by the named executive officers as of December 31, 2025. No named executive officers held stock options as of December 31, 2025.
| Stock awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date of Stock Awards | Number of time-based shares or units of stock that have not vested(1) | Market value of time-based shares of stock that have not vested(2) | Number of unearned performance-based shares or units of stock that have not vested (3) | Market value of unearned performance-based shares or units of stock that have not vested (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Scott C. Wylie | 5/3/2021 | 2,825 | $ | 75,738 | 7,767 | (4) | $ | 208,221 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5/2/2022 | 4,374 | 117,267 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2023 | 7,097 | 190,271 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 9,440 | 253,086 | 13,333 | (5) | 357,454 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/17/2025 | — | — | 10,443 | (7) | 279,977 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2025 | 9,573 | 256,652 | 9,573 | (6) | 256,652 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/4/2025 | — | — | 50,000 | (8) | 1,340,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Julie A. Courkamp | 5/3/2021 | 779 | 20,885 | 2,142 | (4) | 57,434 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/2/2022 | 1,207 | 32,360 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11/2/2022 | 151 | 4,048 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2023 | 3,992 | 107,026 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 5,310 | 142,361 | 7,500 | (5) | 201,070 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2025 | 5,385 | 144,372 | 5,385 | (6) | 144,372 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/4/2025 | — | — | 16,700 | (9) | 447,727 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Matthew C. Cassell | 5/2/2022 | 216 | 5,791 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2023 | 1,331 | 35,684 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2024 | 1,416 | 37,963 | 1,999 | (5) | 53,592 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/1/2025 | 1,795 | 48,124 | 1,795 | (6) | 48,124 | |||||||||||||||||||||||||||||||||||||||||||||||||||
(1)RSUs vest, if at all, 20% on each grant date anniversary for five years. If the holder’s employment is terminated for cause or the holder resigns for other than good reason, unvested units are immediately forfeited. See section "Potential Payments upon a Termination of Employment or a Change in Control" for additional information on vesting treatment upon termination of employment or a change in control.
(2)Market value calculated based on the closing price of our common stock on December 31, 2025, the last trading day of fiscal 2025, of $26.81.
(3)PSUs granted are earned pursuant to defined financial performance criteria. The number of shares presented assumes currently forecasted performance will be achieved. See section "Potential Payments upon a Termination of Employment or a Change in Control" for additional information on vesting treatment upon termination of employment or a change in control.
(4)This amount represents the EPS PSUs that are scheduled to vest in 2026 based on the company’s achievement against pre-established Operating EPS goals over a three-year performance period ending on December 31, 2023.
(5)This amount represents the EPS PSUs that are scheduled to vest in 2028 based on the company’s achievement against pre-established Operating EPS goals over a three-year performance period ending on December 31, 2026.
(6)This amount represents the EPS PSUs that are scheduled to vest in 2029 based on the company’s achievement against pre-established Operating EPS goals over a three-year performance period ending on December 31, 2027.
(7)This amount represents the TSR PSUs that are scheduled to vest in 2027 based on the company’s annualized total shareholder return compared to the SPDR S&P Regional Banking ETF over a three-year performance period ending December 31, 2027.
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(8)This amount represents the Special EPS PSUs that are scheduled to vest in 2027 based on the company’s achievement against pre-established Operating EPS hurdles measured over the course of each fiscal year in a three-year performance period ending on December 31, 2027.
(9)This amount represents the Special EPS PSUs that are scheduled to vest in 2030 based on the company’s achievement against pre-established Operating EPS hurdles measured over the course of each fiscal year in a three-year performance period ending on December 31, 2027.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and our financial performance.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial $100 Fixed Investment Based on Total Shareholder Return(3) | Net Income(4) | ||||||||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||
| 2023 | ( | |||||||||||||||||||||||||||||||||||||
(1)The dollar amounts reported in this column are the amounts of total compensation reported for the PEO and non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Please refer to “Executive Compensation—Summary Compensation Table” for further detail. For the fiscal years 2024 and 2025, Scott C. Wylie was our PEO and Julie A. Courkamp and Matthew C. Cassell were our non-PEO NEOs. For the fiscal year 2023, Scott C. Wylie was our PEO and Julie A. Courkamp and John E. Sawyer were our non-PEO NEOs. Mr. Sawyer resigned from the Company effective March 5, 2024.
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by First Western Financial Inc’s NEOs. Equity awards held by the NEOs in each of fiscal years 2025, 2024, and 2023, include stock options, Time Vested Units, and Performance Based Units. The fair value of Performance Based Units as of the end of each applicable fiscal year was determined based on the maximum issuable shares at the then-current threshold amount, as described in the Shareholders’ Equity footnote in the accompanying notes to the consolidated financial statements included in the corresponding fiscal year's Annual Report on Form 10-K. These amounts reflect the Summary Compensation Table totals with certain adjustments, as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | |||||||||||||||||||||||||||||||||
| Summary Compensation Table Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Decrease for amounts reported under the Stock Awards column in the Summary Compensation Table | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Addition of fair value at year-end of equity awards granted during the year that remain unvested as of year-end | ||||||||||||||||||||||||||||||||||||||
| Change in fair value from prior period year-end to vesting date of equity awards granted in prior years that vested during the year | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Change in fair value at year-end of equity awards granted in prior years that remain unvested as of year-end | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Change in fair value at year-end of equity awards granted in prior years that failed to meet their performance conditions or were not exercised and expired | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Compensation Actually Paid | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
(3)Total Shareholder Return assumes $100 invested on December 31, 2022.
(4)Net Income is computed in accordance with U.S. generally accepted accounting principles.
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Analysis of the Information Presented in the Pay Versus Performance Table
The following charts illustrate the relationship between the compensation actually paid to our named executive officers, calculated in accordance with Item 402(v) of Regulation S-K, and First Western's total shareholder returns on a cumulative basis, assuming an investment of $100 on December 31, 2022, and net income over the three most recently completed fiscal years:
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Director Compensation
Decisions regarding our non-employee director compensation program are approved by our full Board based on recommendations from the Compensation Committee. In making its recommendations, the Compensation Committee considers the director compensation practices of peer companies and whether such recommendations align with the interests of our shareholders with respect to total compensation and each element thereof. Our compensation program for non-employee directors is designed to:
•appropriately compensate directors for the work required at a company of First Western’s size, growth, and dynamic and evolving business model;
•align directors’ interest with the long-term interests of First Western’s shareholders; and
•make meaningful adjustments every few years, rather than small annual adjustments.
The following table sets forth information regarding 2025 compensation for each of our non-employee directors:
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | |||||||||||||||||
| Julie A. Caponi | $ | 44,400 | $ | 25,000 | $ | 69,400 | ||||||||||||||
| David R. Duncan | 33,200 | 25,000 | 58,200 | |||||||||||||||||
| Thomas A. Gart | 32,600 | 25,000 | 57,600 | |||||||||||||||||
| Patrick H. Hamill | 35,000 | 25,000 | 60,000 | |||||||||||||||||
| Luke A. Latimer | 46,700 | 25,000 | 71,700 | |||||||||||||||||
| Scott C. Mitchell | 32,200 | 25,000 | 57,200 | |||||||||||||||||
| Ellen S. Robinson | 34,700 | 25,000 | 59,700 | |||||||||||||||||
| Mark L. Smith | 38,400 | 25,000 | 63,400 | |||||||||||||||||
| Joseph C. Zimlich | 32,800 | 25,000 | 57,800 | |||||||||||||||||
(1)Amounts reflect aggregate grant date fair value determined in accordance with ASC Topic 718 of restricted stock unit awards subject to time-based vesting granted under the Company's Omnibus Incentive Plan. The discussion of the assumptions used for purposes of valuation of these equity grants appears in Note 11 —Shareholders’ Equity in the accompanying notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
(2)As of December 31, 2025, the number of vested and unvested stock awards and option awards held by each non-employee director directly or indirectly was as follows:
| Name | Stock Awards (#) | Option Awards (#) | ||||||||||||
| Julie A. Caponi | 22,597 | — | ||||||||||||
| David R. Duncan | 60,378 | 2,099 | ||||||||||||
| Thomas A. Gart | 97,428 | 2,099 | ||||||||||||
| Patrick H. Hamill | 164,255 | 3,149 | ||||||||||||
| Luke A. Latimer | 56,573 | 2,099 | ||||||||||||
| Scott C. Mitchell | 8,601 | — | ||||||||||||
| Ellen S. Robinson | 1,933 | — | ||||||||||||
| Mark L. Smith | 52,652 | 3,149 | ||||||||||||
| Joseph C. Zimlich | 41,105 | 3,149 | ||||||||||||
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Each of the directors serve on both the Company and the Bank Boards and Board committees. In addition to the five meetings for the Company during 2025, there were four Bank Board meetings; the compensation reflected above is inclusive of the Bank meetings. Non-employee directors are also reimbursed for their travel, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings and other designated Company events.
Non-employee director fees for 2025 included a cash amount per committee and Board meeting, annual cash retainers, and an annual stock-based retainer. Stock-based compensation was issued in the form of restricted stock units subject to time-based vesting which vest, if at all, in equal installments of 20% on the anniversary of the grant date, assuming continuous service through the scheduled vesting dates. Non-employee Bank director fees for 2025 were based upon meeting attendance. No additional compensation was paid to our directors for service as a director on the Bank’s Board. The following table sets forth information on a per meeting basis.
| Description | Amount(1) | |||||||
Annual board retainer per director(2) | $ | 45,000 | ||||||
| Per board meeting attended | 800 | |||||||
| Annual audit committee chairperson retainer | 8,000 | |||||||
| Annual compensation committee chairperson retainer | 5,000 | |||||||
| Annual governance committee chairperson retainer | 5,000 | |||||||
| Annual audit committee and trust member retainers | 5,000 | |||||||
| Annual compensation and governance committee member retainers | 4,000 | |||||||
| Per meeting audit committee and trust chairpersons | 800 | |||||||
| Per meeting compensation and governance committee chairpersons | 700 | |||||||
Per committee meeting attended | 500 | |||||||
(1)All amounts are payable in cash unless otherwise noted.
(2)$25,000 payable in the form of restricted stock units and $20,000 payable in cash.
Members of our Board that are also associates of the Company or the Bank do not receive compensation for services provided as a director or for their attendance at Board meetings. Annual Board compensation is recommended by the Compensation Committee and approved by the Board. Directors are also entitled to the protection provided by the indemnification provisions in our amended and restated articles of incorporation and amended and restated bylaws, and, to the extent that they are also directors of the Bank, the articles of incorporation, as amended, and bylaws, as amended, of the Bank.
Director Stock Ownership Policy
To align the interests of our directors and shareholders, our Board believes that directors should hold a significant financial stake in First Western. Consequently, our Corporate Governance Guidelines require that non-employee directors own First Western common stock with a value of $250,000 (approximately equal in value to a minimum of five times their base annual retainer) within five years of joining the Board. After the five-year period, directors who have not met their minimum stock ownership requirement may be limited to selling up to 50% of net shares received upon stock option exercises and any PSU and RSU vesting until they achieve their required ownership level.
Compensation Policies and Practices and Risk Management
We do not believe any risks arise from our compensation policies and practices for our executive officers and other employees that are reasonably likely to have a material adverse effect on our operations, results of operations or financial condition.
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First Western Financial, Inc. 2008 Stock Incentive Plan
On March 31, 2008, our Board adopted the First Western Financial, Inc. 2008 Stock Incentive Plan (referred to as the ‘‘2008 Plan’’). The 2008 Plan was adopted with the intent to enhance the Company’s ability to attract and retain highly qualified officers, directors, key associates and other persons, and to motivate such persons to serve the Company with maximum effort to improve its business results and earnings by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the Company’s operations and future success. To this end, the 2008 Plan provided for the grant of stock options and restricted stock. The 2008 Plan was frozen in connection with the adoption of the Omnibus Incentive Plan and no new awards may be granted under the 2008 Plan. As of December 31, 2025, there were options outstanding to acquire 17,744 shares of our common stock under the 2008 Plan.
First Western Financial, Inc. Omnibus Incentive Plan
The First Western Financial, Inc. Omnibus Incentive Plan (the "Omnibus Plan") was adopted by our Board on December 7, 2016 and approved by our shareholders on April 19, 2017. On April 23, 2025, the Board amended and restated the Omnibus Plan and on June 4, 2025, the amended and restated Omnibus Plan was approved by our shareholders. The Omnibus Plan is designed to promote the long-term financial success of the Company and its subsidiaries by attracting and retaining key associates and other individuals, and highly qualified officers and directors, by offering a competitive compensation program that is linked to the performance of our common stock. The plan is also intended to further align the interests of our directors and management with the interests of our shareholders through increasing the ownership interests of directors and officers in the Company. Each employee, director, consultant or other personal service provider of the Company or any of its subsidiaries is eligible to receive awards under the plan, except that non-employees that are not directors may not be granted incentive stock options.
There were a total of 519,957 shares of common stock available for issuance under the Omnibus Plan as of December 31, 2025. Shares of our common stock covered by options outstanding under the 2008 Plan that are forfeited or expire will be transferred to the Omnibus Plan and increase the number of shares available for issuance under the Omnibus Plan. As of December 31, 2025, there were 17,744 options outstanding under the 2008 Plan, all of which could be transferred to the Omnibus Plan if such options are forfeited or expire unexercised. Any shares of our common stock delivered under the Omnibus Plan will consist of authorized but unissued shares or treasury shares.
To the extent that an award granted under the Omnibus Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the award, settled in cash or otherwise terminated without delivery of the shares to the participant, the shares retained by or returned to us will not be deemed to have been delivered under the Omnibus Plan, and will be available for future awards under the Omnibus Plan. A key change to the Omnibus Plan amended and restated in 2025 applicable to both rollover and newly authorized shares was the elimination of liberal share recycling provisions. Under the Omnibus Plan, shares tendered, exchanged, or withheld to pay the exercise price or to satisfy withholding taxes are not available again for grant.
The Omnibus Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, cash performance awards and stock awards.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Certain of our officers, directors and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, the Bank or us in the ordinary course of business. These transactions include deposits, loans, and other financial services related transactions. Related person transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. Our loans and deposits with these parties have been made and accepted in compliance with applicable regulations and our written policies. We expect to continue to have such transactions on similar terms and conditions with such officers, directors and shareholders and their affiliates in the future.
We lease office spaces from entities controlled by Mr. Gart, one of our directors. During the years ended December 31, 2025 and 2024, we paid $627,000 and $622,000, respectively, related to rent, common area maintenance, parking, and other lease-related expenses.
During the year ended December 31, 2025, we paid $968,000 to an entity affiliated with Mr. Smith, one of our directors, related to commissions stemming from sales of foreclosed assets.
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The Company employs Brian Weldon as a Market President of the Bank. Mr. Weldon is the son-in-law of Scott C. Wylie, our Chairman, Chief Executive Officer and President. In 2025 and 2024, Mr. Weldon’s total compensation was $319,623 and $274,099 respectively, which consisted of salary, bonus, 401(k) match, and benefits.
Transactions by us with related persons are subject to regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors, and principal shareholders).
In addition, our Board has adopted a written policy governing the approval of related person transactions that complies with all applicable requirements of the SEC and Nasdaq rules concerning related person transactions. Related person transactions are transactions in which we are a participant, the amount involved exceeds $100,000 and a related person has or will have a direct or indirect material interest. Related persons of the Company include directors, executive officers, beneficial holders of more than five percent of our capital stock and the immediate family members of these persons. Our executive management team, in consultation with outside counsel, as appropriate, will review potential related person transactions to determine if they are subject to the policy. If so, the transaction will be referred to a committee of the Board for approval. The committee of the Board shall review the related person transaction in accordance with the criteria set forth in policy, taking into account all of the relevant facts and circumstances available to the committee of the Board. Based on the conclusions reached, the committee of the Board shall evaluate all options, including, without limitation, approval, ratification, amendment or termination of the related person transaction or, with respect to any related person transaction that is no longer pending or ongoing, rescission and/or disciplinary action. Approval of such transactions shall be given only if it is determined by the committee of the Board that such transaction is in, or not inconsistent with, the best interests of the Company and our shareholders.
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BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 10, 2026, by (1) directors and named executive officers of the Company, (2) each person who is known by the Company to own beneficially 5% or more of the Company’s common stock and (3) all directors and executive officers as a group. Unless otherwise indicated, based on information furnished by such shareholders, management of the Company believes that each person has sole voting and dispositive power over the shares indicated as owned by such person.
Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names. Unless otherwise noted, the address for each Director and Named Executive Officer listed on the table below is: c/o First Western Financial, Inc., 1900 16th Street, Suite 1200, Denver, Colorado 80202.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned(16) | ||||||||||||
| 5% Stockholders | ||||||||||||||
North Reef Capital Management LP(1) 1833 South Coast Highway, Suite 210, Laguna Beach, California 92651 | 685,954 | 7.1% | ||||||||||||
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001 | 534,458 | 5.5 | ||||||||||||
| Named Executive Officers and Directors | ||||||||||||||
Julie A. Caponi(3) | 19,881 | * | ||||||||||||
Matthew Cassell(4) | 12,308 | * | ||||||||||||
Julie A. Courkamp(5) | 45,596 | * | ||||||||||||
David R. Duncan(6) | 43,061 | * | ||||||||||||
Thomas A. Gart(7) | 96,811 | 1.0 | ||||||||||||
Patrick H. Hamill(8) | 164,688 | 1.7 | ||||||||||||
Luke A. Latimer(9) | 55,956 | * | ||||||||||||
Scott C. Mitchell(10) | 1,792 | * | ||||||||||||
Mark L. Smith(11) | 53,085 | * | ||||||||||||
Scott C. Wylie(12) | 741,996 | 7.6 | ||||||||||||
Joseph C. Zimlich(13) | 41,538 | * | ||||||||||||
Ellen Robinson(14) | 533 | — | ||||||||||||
All directors & executive officers, as a group (13 persons)(15) | 1,280,808 | 13.1 | ||||||||||||
* Represents beneficial ownership of less than 1%.
(1)Based on a Schedule 13G/A filed by North Reef Capital Management LP with the SEC on February 17, 2026, which reported that it is the beneficial owner of 685,954 shares and that it has sole voting power with respect to none of such shares, shared voting power with respect to 685,954 of such shares, sole disposition power with respect to none of such shares, and shared disposition power with respect to 685,954 of such shares.
(2)Based on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2024, which reported that it is the beneficial owner of 534,458 shares and that it has sole voting power with respect to 525,647 of such shares, shared voting power with respect to none of such shares, sole disposition power with respect to 534,458 of such shares and shared disposition power with respect to none of such shares.
(3)Consists of (i) 19,002 shares of common stock jointly held by Ms. Caponi and her spouse and (ii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(4)Consists of (i) 11,044 shares of common stock held by Mr. Cassell and (ii) 1,264 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
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(5)Consists of (i) 40,405 shares of common stock held by Ms. Courkamp and (ii) 5,191 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(6)Consists of (i) 40,083 shares of common stock held by Mr. Duncan, (ii) 2,099 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(7)Consists of (i) 20,924 shares of common stock held by Mr. Gart, (ii) 72,909 shares of common stock held by Gart Investments of which Mr. Gart serves as the Managing Partner, (iii) 2,099 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iv) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(8)Consists of (i) 160,660 shares of common stock held by Mr. Hamill, (ii) 3,149 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(9)Consists of (i) 52,978 shares of common stock held by Mr. Latimer, (ii) 2,099 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(10)Consists of (i) 913 shares of common stock held by Mr. Mitchell and (ii) 879 shares of common stock held by Mr. Mitchell issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(11)Consists of (i) 49,057 shares of common stock held by Mr. Smith, (ii) 3,149 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(12)Consists of (i) 714,404 shares of common stock held by Mr. Wylie, (ii) 13,941 shares of common stock held by Mr. Wylie’s individual retirement account, (iii) 2,000 shares held by the Wylie Family Foundation of which Mr. Wylie serves as President and Trustee, and (iv) 11,651 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026. Mr. Wylie has pledged 602,899 shares as collateral to secure outstanding debt obligations.
(13)Consists of (i) 37,510 shares of common stock held by Mr. Zimlich, (ii) 3,149 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 879 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(14)Consists of (i) 146 shares of common stock held by Ms. Robinson and (ii) 387 shares of common stock held by Ms. Robinson issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(15)Consists of (i) 1,238,529 shares of common stock directly and beneficially owned by our directors, executive officers, and other reportable insiders, (ii) 15,744 shares of common stock issuable upon the exercise of stock options within 60 days of April 10, 2026, and (iii) 26,535 shares of common stock issuable upon the settlement of restricted stock within 60 days of April 10, 2026.
(16)Percentages are based on 9,728,968 shares of common stock issued and outstanding as of April 10, 2026. For purposes of computing the percentage of outstanding common stock held by any individual listed in this table, any common stock that such person has the right to acquire pursuant to the exercise of a stock option and shares of common stock issuable upon the settlement of restricted stock that are exercisable or will vest within 60 days of April 10, 2026, are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the following report of the Audit Committee shall not be deemed to be incorporated by reference into any such filing.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for preparing the Company’s financial statements and the reporting process, including developing, maintaining and evaluating the Company’s internal control over financial reporting in accordance with generally accepted accounting principles, or GAAP. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2025, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
The Audit Committee discussed with Crowe LLP their audit of the Company’s 2025 financial statements, including the Company’s internal control over financial reporting. During 2025, the Audit Committee met with Crowe LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. In addition, the Audit Committee discussed with Crowe LLP the matters required to be discussed pursuant to auditing standards adopted by the Public Company Accounting Oversight Board, or PCAOB, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee also discussed with Crowe LLP the auditors’ independence from management and the Company, including the matters in the written disclosures and the letter from Crowe LLP required by the PCAOB, considered the compatibility of non-audit services with the auditors’ independence and concluded that the auditor’s independence had been maintained.
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Based on its review and discussions noted above, the Audit Committee recommended to the Company’s Board that the audited financial statements be included in the annual report to shareholders on Form 10-K for the fiscal year ended December 31, 2025.
The Audit Committee of the Board of Directors
Julie A. Caponi (Chairman)
Luke A. Latimer
Ellen S. Robinson
Independent Auditor
The Audit Committee has recommended Crowe LLP as our independent auditors to audit the consolidated financial statements of the Company for the 2026 fiscal year. Crowe LLP served as our independent auditors for the 2025 fiscal year and reported on the Company’s consolidated financial statements for that year.
Audit Committee Pre-Approval
The Audit Committee’s charter establishes a policy and related procedures regarding the Audit Committee’s authority to approve, in advance, all auditing services (which, if applicable, may include providing comfort letters in connection with securities underwritings), and non-audit services that are otherwise permitted by law (including tax services, if any) that are provided to the Company by its independent auditors (which approval is made after receiving input from the Company’s management, if desired). The Audit Committee may also delegate to one or more of its members the authority to pre-approve auditing services and non-audit services that are otherwise permitted by law, provided that each such pre-approval decision is presented to the full Audit Committee at or before its next scheduled meeting. In addition, the Audit Committee has the authority to review and, in its sole discretion, approve in advance the Company’s independent auditors’ annual engagement letter, including the proposed fees contained therein.
Fees Billed by Independent Registered Public Accounting Firm
The Audit Committee has reviewed the following audit and non-audit fees billed to the Company by Crowe LLP for 2025 and 2024 for purposes of considering whether such fees are compatible with maintaining the auditor’s independence, and concluded that such fees did not impair Crowe LLP’s independence. The policy of the Audit Committee is to pre-approve all audit and non-audit services performed by Crowe LLP before the services are performed, including all of the services described under “Audit Fees” and “Audit-Related Fees,” “Tax Fees” and “All Other Fees” below. The Audit Committee has pre-approved all of the services provided by Crowe LLP in accordance with the policies and procedures described in the section titled “Audit Committee Pre-Approval.”
| For the Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Audit Fees(1) | $ | 675,542 | $ | 683,816 | ||||||||||
| Audit-Related Fees | — | — | ||||||||||||
| Tax Fees | — | — | ||||||||||||
| All Other Fees | — | — | ||||||||||||
| Total Fees | $ | 675,542 | $ | 683,816 | ||||||||||
(1)Audit fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K, the audit of internal control over financial reporting, and a review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements for those years.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING
If a shareholder desires to submit a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in the proxy statement for the 2027 annual meeting of shareholders, such proposal and supporting statements, if any, must be received by us at the Company’s principal executive office no later than January 5, 2027(1). Any such proposal must comply with the requirements of Rule 14a-8.
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In addition, our amended and restated bylaws provide that only such business which is properly brought before a shareholder meeting will be conducted. For business, other than nomination of directors, to be properly brought before a meeting, notice must be received by the Secretary of the Company at the address below not less than 90 nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting. The Secretary of the Company, therefore, must receive notice of any business to be considered at our 2027 annual meeting of shareholders, no earlier than February 3, 2027, and no later than March 5, 2027. Additionally, for nominations of persons for election to the Board to be properly made at a meeting by a shareholder, notice must be received by the Secretary of the Company at the address below, not less than 90 nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting. The Secretary of the Company, therefore, must receive notice of shareholder nomination for candidates no earlier than February 3, 2027, and no later than March 5, 2027.
All notices to us must also provide certain information set forth in the Company’s amended and restated bylaws. A copy of the Company’s amended and restated bylaws may be obtained upon written request to the Secretary of the Company.
Shareholder proposals and nominations should be submitted to the Secretary of the Company at First Western Financial, Inc., 1900 16th Street, Suite 1200, Denver, Colorado 80202, Attention: Corporate Secretary.
(1)This date is 120 days prior to the anniversary of the mail date of the proxy materials, which is 120 days before May 5, 2027.
OTHER MATTERS
The Board does not intend to bring any other matter before the annual meeting and does not know of any other matters that are to be presented for action at the annual meeting. However, if any other matter does properly come before the annual meeting or any adjournment or postponement thereof, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.
You are cordially invited to attend the annual meeting. Regardless of whether you plan to attend the annual meeting, you are urged to complete, date, sign and return the enclosed proxy in the accompanying envelope at your earliest convenience.
| By Order of the Board of Directors, | |||||
Scott C. Wylie | |||||
Scott C. Wylie Chairman, Chief Executive Officer, and President of First Western Financial, Inc. | |||||
Denver, Colorado
April 24, 2026
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APPENDIX A - GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES
Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this proxy statement as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are not included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our Statements of Income, Balance Sheets or Statements of Cash Flows.
The non-GAAP financial measures that we discuss in this proxy statement should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this proxy statement may differ from that of other companies, reporting measures with similar names. The following tables present reconciliations of these non-GAAP measures to the applicable amounts measured in accordance with GAAP:
| For the Year Ended December 31, | |||||||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Gross Revenue | |||||||||||||||||||||||||||||
| Total income before non-interest expense | $ | 96,914 | $ | 90,071 | 82,698 | $ | 107,934 | $ | 95,408 | ||||||||||||||||||||
| Less: unrealized gain (loss) recognized on equity securities | 14 | (33) | (22) | 342 | (21) | ||||||||||||||||||||||||
| Less: net gain (loss) on loans accounted for under the fair value option | 6 | (999) | (2,010) | (891) | — | ||||||||||||||||||||||||
| Less: net gain on equity interests | — | — | — | 7 | 489 | ||||||||||||||||||||||||
| Less: net gain (loss) on loans held for sale | 222 | (105) | (178) | (12) | — | ||||||||||||||||||||||||
Plus: provision for credit losses(1) | 5,025 | 1,933 | 10,355 | 3,682 | 1,230 | ||||||||||||||||||||||||
| Gross revenue | $ | 101,697 | $ | 93,141 | $ | 95,263 | $ | 112,170 | $ | 96,170 | |||||||||||||||||||
(1)Provision for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP.
| As of December 31, | ||||||||||||||||||||||||||||||||
| (Dollars in thousands, except share and per share data) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Tangible Common Book Value Per Share & Gross Revenue | ||||||||||||||||||||||||||||||||
| Total shareholders’ equity | $ | 265,560 | $ | 252,322 | $ | 242,738 | $ | 240,864 | $ | 219,041 | ||||||||||||||||||||||
| Less: goodwill and other intangibles, net | 31,422 | 31,627 | 31,854 | 32,104 | 31,902 | |||||||||||||||||||||||||||
| Tangible common equity | $ | 234,138 | $ | 220,695 | $ | 210,884 | $ | 208,760 | $ | 187,139 | ||||||||||||||||||||||
| Common shares outstanding, end of period | 9,725,731 | 9,667,142 | 9,581,183 | 9,495,440 | 9,419,271 | |||||||||||||||||||||||||||
| Tangible common book value per share | $ | 24.07 | $ | 22.83 | $ | 22.01 | $ | 21.99 | $ | 19.87 | ||||||||||||||||||||||
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| For the Year Ended December 31, | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Adjusted Diluted Pre-Tax Earnings Per Share | ||||||||||||||||||||||||||||||||
| Wealth Management income before income tax | $ | 16,410 | $ | 10,629 | $ | 9,660 | $ | 31,139 | $ | 21,378 | ||||||||||||||||||||||
| Mortgage income (loss) before income tax | 664 | 950 | (2,599) | (2,311) | 5,902 | |||||||||||||||||||||||||||
| Plus: impairment of contingent consideration assets | 11 | 338 | 1,249 | — | — | |||||||||||||||||||||||||||
| Less: income tax expense | 3,886 | 3,106 | 1,836 | 7,130 | 6,670 | |||||||||||||||||||||||||||
| Adjusted net income available to common shareholders | $ | 13,199 | $ | 8,811 | $ | 6,474 | $ | 21,698 | $ | 20,610 | ||||||||||||||||||||||
| Diluted weighted average shares | 9,830,133 | 9,755,804 | 9,725,910 | 9,713,623 | 8,235,178 | |||||||||||||||||||||||||||
| Wealth Management Segment Adjusted Diluted Pre-Tax Earnings Per Share | $ | 1.67 | $ | 1.12 | $ | 1.12 | $ | 3.21 | $ | 2.60 | ||||||||||||||||||||||
| Consolidated Adjusted Diluted Pre-Tax Earnings Per Share | 1.74 | 1.22 | 0.85 | 2.97 | 3.31 | |||||||||||||||||||||||||||
52