Document

DEF 14A 1 myfw_currentxfolioxproxy12.htm DEF 14A Document

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
First Western Financial, Inc.
(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 25, 2025

Dear Fellow Shareholder:

On behalf of our Board of Directors, I invite you to attend the 2025 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 4, 2025 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 2024 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 2025 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 25, 2025

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To the shareholders of First Western Financial, Inc.:

The 2025 Annual Meeting of Shareholders (the “annual meeting”) of First Western Financial, Inc. (the “Company”) will be held on Wednesday, June 4, 2025, 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 2026 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, 2025;

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);

4. to approve the First Western Financial, Inc. Omnibus Incentive Plan, as amended and restated April 23, 2025 ("the 2025 Plan"), including an increase in the share reserve by 150,000 shares;

5. 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 11, 2025, 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 2025 Annual Meeting of Shareholders to Be Held on June 4, 2025: Our proxy statement and 2024 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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PROXY STATEMENT FOR 202 5 ANNUAL MEETING OF SHAREHOLDERS			2
ABOUT THE ANNUAL MEETING			3
PROPOSAL 1. ELECTION OF DIRECTORS			8
PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS			11
PROPOSAL 3. ADVISORY, NON-BINDING VOTE REGARDING THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS			12
PROPOSAL 4. APPROVAL OF FIRST WESTERN FINANCIAL, INC. OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 23, 2025			13
EXECUTIVE SUMMARY OF 2024 FINANCIAL PERFORMANCE			20
CORPORATE GOVERNANCE			22
CURRENT EXECUTIVE OFFICERS			34
EXECUTIVE COMPENSATION			34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			54
BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY			55
DELINQUENT SECTION 16(a) REPORTS			56
AUDIT COMMITTEE REPORT			56
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING			58
OTHER MATTERS			59
APPENDIX A - FIRST WESTERN FINANCIAL, INC. OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 23, 2025			60
APPENDIX B - GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES			79

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, 2024, 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.

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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 B to this proxy statement.

1900 16th Street, Suite 1200

Denver, Colorado 80202
(303) 531-8100

PROXY STATEMENT FOR

2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 4, 2025

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 2025 annual meeting of shareholders of the Company to be held on Wednesday, June 4, 2025 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, 2024, and the enclosed proxy card (collectively, the “proxy materials”) are first being sent to shareholders on or about May 6, 2025. You should read the entire proxy statement carefully before voting.

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 4, 2025, 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 2025 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 2026 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, 2025;

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);

4.to approve the 2025 Plan;

5.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 11, 2025, 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 3, 2025.

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), the advisory non-binding vote regarding the compensation paid to the Company's named executive officers (Proposal 3), or the approval of the First Western Financial, Inc. Omnibus Incentive Plan, as amended and restated April 23, 2025 (Proposal 4).

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;

Proposal 3—FOR the advisory, non-binding vote regarding the compensation paid to the Company's named

executive officers; and

Proposal 4—FOR the approval of the 2025 Plan

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;

Proposal 3—FOR the advisory non-binding vote regarding the compensation paid to the Company's named

executive officers; and

Proposal 4—FOR the approval of the 2025 Plan

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).

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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), and the proposal to approve the 2025 Plan (Proposal 4), you may vote for the proposal, against the proposal or abstain from voting on the proposal.

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.

Proposal 4 - The approval of the 2025 Plan will require the affirmative vote of the holders of a 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.

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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.

Proposal 4 — Abstentions and broker non-votes are not counted as votes cast and will have no effect on the proposal regarding the 2025 Plan.

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 2026 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	67	Chairman, Chief Executive Officer, and President of First Western Financial, Inc.	2002
Julie A. Caponi	63	Director	2017
Julie A. Courkamp	45	Director, Chief Operating Officer, and President of First Western Trust Bank	2021
David R. Duncan	59	Director	2011
Thomas A. Gart	66	Director	2013
Patrick H. Hamill	65	Director	2004
Luke A. Latimer	48	Director	2015
Scott C. Mitchell	62	Director	2021
Ellen S. Robinson	62	Director	2024
Mark L. Smith	73	Director	2002
Joseph C. Zimlich	65	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 of Directors.

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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 of Directors 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 of Directors.

Julie A. Courkamp. In August 2023, Ms. Courkamp, was promoted to President of First Western Trust 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 First Western Trust 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 current role, Ms. Courkamp oversees the Company’s operations across the bank, mortgage, trust and investment management businesses, as well as the finance, accounting, human resources, legal/governance, risk management, and compliance departments at First Western. 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 has been Chairman and Chief Executive Officer of Silver Oak and Twomey 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 of Directors 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 founded Oakwood Homes, LLC in 1991 and sold it to Berkshire Hathaway in 2017. Mr. Hamill’s other interests include Bright Door Properties, PHH Equipment Leasing, Green Valley Ranch Golf Club,. Mr. Hamill founded the BuildStrong Foundation, which focuses on early childhood education, along with work force development. BuildStrong founded the BuildStrong Academy which trains workers for careers in the housing industry. Mr. Hamill has served in various civic positions including: Vice-Chair of Metropolitan Football Stadium District, Trustee at the University of Denver, Boys & Girls Club of Metro Denver, and National Trustee of First Tee of America. Mr. Hamill has been recognized over the years for various honors and recognitions; Professional Achievement Award through the University of Denver’s Founders Day in 1999, Champion for Youth Boys & Girls Club in 2007, Urban Nights Benefits Homeless Youth Award in August 2016, Colorado ‘‘I Have a Dream’’ Foundation Award in September 2017, Bill Daniels Ethical Leader of the Year Award in October 2017, St. Jude Hope Award in May 2018, the Hearthstone Builder Humanitarian Award in May 2018, and a laureate to the Colorado Business Hall of Fame, to name a few. Mr. Hamill received a Bachelor of Science in Business Administration from the University of Denver’s School of Real Estate and Construction Management. Mr. Hamill’s qualifications for service as a director include his entrepreneurial success in business, community leadership and his 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 CEO of Lane Capital Partners, a full-service portfolio company that is known for its 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 leads the private labels Lane Boots and Capitan Boots in the boot apparel industry. Previously, 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 for the automotive industry, and Sylarus Technology, a pioneering solar firm. Mr. Mitchell’s experience extends to strategic roles as a Partner at Accenture, Senior Vice President at First Data, and 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 of Directors 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 and Managing Partner of Slifer Smith and Frampton, which he cofounded in 1989, and he has 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 365), Platte Forum and the Riverfront Park Community Foundation. Current board affiliations include Forbes Global Properties, the Clyfford Still Museum, Colorado Forum, 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 has been Chief Executive of the Bohemian Group for more than twenty years. Bohemian is a private family financial management and community services office comprised of the Bohemian Foundation, and Bohemian Companies. In his current role, Mr. Zimlich provides leadership and oversight to the major program areas of the Foundation and steers 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.

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, 2025. The Board is seeking ratification of the appointment of Crowe LLP for the 2025 fiscal year. Shareholder ratification of the selection of Crowe LLP as our independent registered public accounting firm for the 2025 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.

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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, 2025.

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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PROPOSAL 4. APPROVAL OF FIRST WESTERN FINANCIAL, INC. OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 23, 2025

Board Recommendation

We are asking shareholders to vote in favor of the First Western Financial, Inc. Omnibus Incentive Plan, as amended and restated April 23, 2025 ("the 2025 Plan"). The 2025 Plan is a continuation, and amendment and restatement, of the First Western Financial, Inc. 2016 Omnibus Incentive Plan (which, for clarity, we refer to herein as “the 2016 Plan”). The 2025 Plan will enable us to continue to grant equity awards to deserving individuals and remain competitive with our industry peers. We believe that equity awards are critical incentives to recruiting, retaining and motivating the best employees in our industry. Subject to certain equitable adjustments, an additional 150,000 shares of common stock will be authorized for awards to be granted under the 2025 Plan plus any shares remaining available to grant under the First Western Financial, Inc. 2008 Stock Incentive Plan (the “2008 Plan”) (together, the “share reserve”). Each share of common stock subject to an award will reduce the share reserve by one share; provided that awards that are required to be paid in cash pursuant to their terms shall not reduce the share reserve. Any shares of common stock delivered under the 2025 Plan will consist of authorized and unissued shares or treasury shares.

Background

The plan was originally adopted by our Board on December 7, 2016, as the “First Western Financial, Inc. 2016 Omnibus Incentive Plan”, and approved by our shareholders on April 19, 2017. In connection with our initial public offering, our Board amended and restated the plan to conform the plan to certain tax law changes made by the Tax Cuts and Jobs Act of 2017 and to make certain other conforming and administrative changes. The plan was subsequently amended and restated effective April 26, 2023, to provide for continued vesting of awards held by retirement-eligible employees following their retirement upon meeting certain terms and conditions.

The Board, upon recommendation of the Compensation Committee, amended and restated the 2016 Plan effective April 23, 2025, subject to approval by our shareholders at the annual meeting, to:

•Increase the number of shares available for issuance under the plan by 150,000 shares;

•Eliminate liberal share recycling provisions;

•Require that no awards granted under the plan may vest or become exercisable before the first anniversary of the award’s grant date, except in the case of a change in control or upon the participant’s termination due to death, disability or retirement; provided that up to five percent (5%) of the shares reserved under the plan may be issued without regard to this one-year minimum vesting requirement;

•Provide that dividends and dividend equivalents will not be paid in respect of unvested shares covered by an award until such shares become vested shares;

•Provide that a participant’s awards under the plan will vest and become exercisable if the participant’s employment is terminated for any reason other than for cause, death or disability within twelve (12) months following a change in control;

•Rename the plan as the “First Western Financial, Inc. Omnibus Incentive Plan, As Amended and Restated April 23, 2025”; and

•Make certain other conforming and clarifying changes and to remove obsoleted provisions.

In making the decision to amend and restate the plan, our Board and Compensation Committee carefully considered our anticipated future equity needs, our historical equity compensation practices, and the advice of our independent compensation consultant, Alvarez & Marsal, and legal counsel. In addition to adding 150,000 shares to the plan’s share reserve, the plan is being amended to implement a number of established best corporate governance features, including (a) eliminating liberal share recycling provisions, (b) adding a minimum one-year vesting period (subject to limited exceptions), and (c) prohibiting the payment of dividends or dividend equivalents on unvested awards.

The plan is currently the Company’s only actively operated equity incentive plan. As of December 31, 2024, there were 468,753 shares of common stock available for issuance under the plan, while 79,761 shares are subject to currently outstanding options, and 375,047 shares are subject to unvested restricted stock units (RSUs) that were previously granted under the plan. Following shareholder approval of the 2025 Plan, which adds 150,000 shares to the share reserve, there will be 618,753 shares available to grant, comprised of 468,753 shares that remained available for grant under the plan as of December 31, 2024 plus 150,000 new shares.

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Reasons Why You Should Vote in Favor of the Approval of the Share Increase to the 2025 Plan

If shareholders do not approve the 2025 Plan, the Company will continue to have the authority to grant awards under the 2016 Plan under its existing provisions. However, without shareholder approval of the 2025 Plan, we estimate that the shares available for grant will be insufficient to meet our anticipated employee recruiting and retention needs. As of December 31, 2024, 468,753 shares remained available for grant for new awards under the 2016 Plan. The additional 150,000 shares will enable us to continue to grant equity awards to deserving individuals and remain competitive in the marketplace for talent.

Our Board recommends a vote for the approval of the 2025 Plan because it believes the 2025 Plan is in the best interests of the Company and its shareholders; these may include:

1.Aligns director, employee, and stockholder interests;

2.Approval is necessary to continue an equity-based compensation program, which the Board believes is essential in order to align participant interest with those of shareholders;

3.Modest share usage and dilution;

4.Includes best corporate governance features; and

5.Attracts and retains talent.

We believe that the benefits to our stockholders from equity award grants to our employees and directors outweigh the potential dilutive effect of grants under the 2025 Plan. The Company believes that paying a significant portion of annual variable compensation in the form of equity awards is an effective method of aligning the interest of the Company’s management and other employees with those of our stockholders, encouraging ownership in the Company, and retaining, attracting, and rewarding talented individuals. We also believe that having a vehicle to pay a portion of compensation for our non-employee directors in stock awards is appropriate and consistent with market practices.

If this proposal is not approved, we believe we would be at a significant disadvantage against our competitors for recruiting, retaining and motivating those individuals who are critical to our success. We could be forced to increase cash compensation, reducing resources available to meet our other business needs. If the 2025 Plan is not approved by the Company’s shareholders at the annual meeting, then the 2016 Plan will continue to exist and operate according to all of its terms and conditions.

Key Features of the 2025 Plan

Some key features of the 2025 Plan, which support our corporate governance best practices that protect the interests of our shareholders, are as follows:

•Administration. The 2025 Plan is administered by the Compensation Committee of the Board or Directors, which is composed entirely of independent, nonemployee directors.

•Shareholder Approval is Required for Any Additional Shares. The 2025 Plan does not contain an annual “evergreen” provision, but instead reserves a fixed maximum number of shares of common stock. Additional shareholder approval is required to increase that number.

•Prohibited Repricings. Stock options and stock appreciation rights may not be granted below fair market value and may not be repriced without shareholder approval.

•No Liberal Share Recycling. Shares tendered, exchanged, or withheld to pay the exercise price or to satisfy withholding taxes are not available again for grant.

•Limitations on Awards. Awards that result in issuing greater than 5% of the maximum number of shares authorized for issuance must not vest and become exercisable prior to the one (1) year anniversary of the date of grant, except in the case of accelerated vesting occurring in connection with a change in control or upon or in connection with a participant’s termination of employment or service due to death, disability or retirement.

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•No Dividend Payment Until Underlying Shares Vest. Dividend equivalent rights will be paid at the time restricted stock units, restricted stock, or other stock-based awards become vested and exercisable with respect to the underlying shares with respect to which the dividend equivalent rights relate. In no event will dividends or dividend equivalent rights be paid on unvested Stock Options.

•Limited Transferability. Generally awards are not transferable, except for certain limited exceptions as set forth in the 2025 Plan.

•Double-Trigger Accelerated Vesting of Equity Awards Upon a Change in Control. If a Participant incurs a termination of employment for any reason other than cause, death, or disability within twelve (12) months following consummation of the change in control, each award outstanding as of the date of such termination of employment shall become fully vested and exercisable

•Clawback. If a participant receives incentive-based compensation pursuant to an award under the plan (whether a time-based or performance-based award) based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the participant will repay to the Company the difference between what the participant received and what the participant should have received based on the accounting restatement.

•No Tax Gross-Ups. No tax gross-up payments in connection with awards that vest in connection with a change in control.

Historical Award Information and Equity Usage

Summarized below is the total number of shares of common stock outstanding pursuant to awards granted and shares available for issuance for future equity awards under the plan as of December 31, 2024. Also shown are the number of shares that would be available for future grant if the 2025 Plan is approved. When determining the number of shares authorized for insurance under the 2025 Plan, our Board of Directors and Compensation Committee carefully considered the potential dilution to our current stockholders as measured by our "burn rate" and projected future share usage. The Company's historical burn rate has been modest, although we note a slight increase in 2022 reflecting increased equity awards that were granted in recognition of strong 2021 performance. The proposed new share reserve will be reduced by grants made after December 31, 2024 and prior to shareholder approval of the 2025 Plan.


	(A)		(B)		(C)
Plan Category	Number of securities to be issued upon exercise of outstanding options or vesting of outstanding restricted stock grants		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
Equity compensation plans approved by shareholders	454,808	(1)	$	25.30	468,753	(2)
Equity compensation plans not approved by shareholders	—		—		150,000
Total	454,808				618,753

(1)Includes (i) 79,761 shares of common stock reserved for issuance pursuant to outstanding stock options under the 2008 Plan and (ii) 375,047 shares of common stock reserved for issuance pursuant to restricted stock unit awards under the 2016 Plan.

(2)Any shares of common stock subject to outstanding awards originally granted under the 2008 Plan or 2016 Plan that are 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, will become available for future issuance pursuant to 2025 Plan (or the 2016 Plan if the 2025 Plan is not approved by our shareholders).

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The following table provides information regarding the grant of equity awards over the prior three years under the plan:


Year	Stock Options Granted	RSUs Granted	PSUs Granted	Total Granted	Weighted Average Common Shares Outstanding	Burn Rate
2024	—	75,070	42,805	117,875	9,649,433	1.22%
2023	—	77,871	102,188	180,059	9,541,050	1.89%
2022	—	157,682	92,697	250,379	9,461,349	2.65%
3-Year Average	—	103,541	79,230	182,771	9,550,611	1.91%

Summary of the 2025 Plan

The following briefly summarizes certain key features of the 2025 Plan, and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is attached hereto this proxy statement as Appendix A.

Administration

The 2025 Plan will be administered by the Compensation Committee, or, if there is no such committee, it would be administered by the Board. Subject to the limitations in the 2025 Plan, the Compensation Committee has the authority to interpret the 2025 Plan and to determine the recipients of awards, the number of shares subject to each award, the times when an award will become exercisable or vest, the exercise price, the type of consideration to be paid upon exercise and other terms of the award. To the extent permitted by applicable law and the terms of the 2025 Plan the Compensation Committee may delegate to the appropriate officers of the Company the authority to grant, amend, modify, cancel, extend or renew awards to persons other than directors or executive officers whose transactions are subject to Section 16 of the Exchange Act. Accordingly, as used herein with respect to the 2025 Plan, references to the “Committee” include the full Board, the Compensation Committee and any officer(s) of the Company to whom such authority may be delegated as provided in the 2025 Plan, to the extent such delegation is applicable.

Eligibility

Any eligible person (i.e., an employee, non-employee director, independent contractor or consultant of the Company or any of its subsidiaries) may be selected by the Committee to receive an award and become a participant. Since specific grants under the 2025 Plan are discretionary, they may vary from year to year and participant to participant and are not yet determinable. As a result, no information is provided concerning the benefits to be delivered under the 2025 Plan to any individual or group of individuals; however, the grants of annual meeting awards to our non-employee directors as described under “Director Compensation,” which grants will automatically be made under the 2025 Plan instead of the 2016 Plan, subject to shareholder approval of this Proposal.

Available Shares and Sharing Counting

If the 2025 Plan is approved by our shareholders, the plan’s share reserve will increase by 150,000 shares such that a total of (a) 618,753 shares (comprised of the 468,753 shares available under the plan as of December 31, 2024, plus the 150,000 new shares) plus (b) any shares remaining available to grant under the 2008 Plan, will be authorized for awards granted under the 2025 Plan. Each share of common stock subject to an award shall reduce the share reserve by one share; provided that awards that are required to be paid in cash pursuant to their terms shall not reduce the share reserve.

Shares underlying awards that are forfeited (including any shares subject to an award that are repurchased by the Company due to failure to meet any applicable condition), cancelled, terminated or expire unexercised or are otherwise settled without delivery to the participant of the full number of shares to which the award related or that are otherwise settled in cash shall be available for grant pursuant to future awards under the 2025 Plan.

Any shares tendered or withheld to satisfy withholding tax obligations with respect to restricted stock units, restricted stock, or other stock-based awards that constitute full-value awards (or awards other than options or stock appreciation rights) shall not be available for grant pursuant to future awards. Any shares withheld or tendered to pay the option price of a stock option or other purchase price of an award, or withholding tax obligations with respect to a stock option or stock appreciation award, the payment amount of which is based on the appreciation of the underlying shares between the grant date and the exercise date and not based on the full value of the shares on the exercise date shall not be available for grant pursuant to future awards.

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Stock Options

The 2025 Plan authorizes the Committee to administer the 2025 Plan and to award options to eligible persons. A stock option may be granted to any eligible person selected by the Committee, except that an incentive stock option may only be granted to an employee satisfying various conditions. Each stock option shall be designated on the date of grant, in the discretion of the Committee, as an incentive stock option or as a nonqualified stock option. The exercise price per share of a stock option shall not be less than one hundred percent (100%) of the fair market value of a share of common stock on the date of grant. The Committee may in its discretion specify an exercise price per share that is higher than the fair market value of a share of common stock on the date of grant.

The Committee shall, in its discretion, prescribe the time or times at which or the conditions upon which a stock option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a stock option may be based on the continued service of the participant with the company or a subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) or on such other terms and conditions as approved by the Committee in its discretion, all as set forth in the award agreement. If the vesting requirements of a stock option are not satisfied, the award shall be forfeited.

The Committee shall in its discretion prescribe in an award agreement the period during which a vested stock option may be exercised; provided, however, that the maximum term of a stock option shall be ten (10) years from the date of grant. The Committee may provide that a stock option will cease to be exercisable upon or at the end of a specified time period following a termination of service for any reason as set forth in the award agreement or otherwise. Subject to certain limitations, the Committee may extend at any time the period in which a stock option may be exercised.

Other Stock Awards

In addition to options, other awards available under the 2025 Plan include grants of stock appreciation rights, restricted stock awards, restricted stock units, cash performance awards, or stock awards. Restricted stock awards and restricted unit units will have a vesting period that is determined, in its sole discretion, by the Committee subject to limitations imposed by the Internal Revenue Service. Vesting periods will be set forth in the applicable award agreement.

Each grant of performance shares and performance units will be subject to the achievement of performance goals designated by the Committee and the corresponding award agreement. Participants who have been awarded grants of restricted stock will have the right to vote all the received shares during the restriction or performance period.

Award Repricing

Subject to the anti-dilution adjustment provisions, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a stock option or stock appreciation right when the exercise price or base price per share exceeds the fair market value of one share of common stock in exchange for cash or another award (other than in connection with a change in control) or cause the cancellation, substitution or amendment of a stock appreciation right that would have the effect of reducing the base price of such a stock appreciation right previously granted under the plan or otherwise approve any modification to such stock appreciation right that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by NASDAQ or any other principal exchange on which the common stock is then listed.

Transferability

According to the terms of the 2025 Plan, with limited exceptions, no award granted under the 2025 Plan may be sold, transferred, pledged, or assigned.

Withholding

Tax withholding in connection with all awards under the 2025 Plan may be accomplished through the withholding of shares, provided that the number of shares withheld will be limited to the maximum statutory tax rates in the participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company.

Performance Criteria

For purposes of cash performance awards, performance stock units and other awards, the performance criteria shall be one or any combination of any performance measure selected by the Committee. Each of the performance criteria shall be applied and interpreted in accordance with an objective formula or standard established by the Committee at the time the applicable award is granted including, without limitation, GAAP.

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Performance Goals

For purposes of cash performance awards and other awards the vesting and/or payout of which are tied to one or more performance goals, the performance goals shall be the levels of achievement relating to the performance criteria selected by the Committee for the award. The performance goals shall be written and shall be expressed as an objective formula or standard that precludes discretion to increase the amount of compensation payable that would otherwise be due upon attainment of the goal. The performance goals may be (but are not required to be) applied on an absolute basis or relative to an identified index, peer group, or one or more competitors or other companies (including particular business segments or divisions or such companies). The performance goals need not be the same for all participants.

Retirement

The 2025 Plan provides for continued vesting of awards held by a “retirement eligible employee” following his or her “retirement”. “Retirement” is defined as a retirement eligible employee’s voluntary resignation if certain conditions are met, including: (a) the retirement eligible employee has provided at least one year advanced written notice of resignation to the Company; (b) the retirement eligible employee enters into a non-compete agreement or a non-solicitation agreement if the retirement eligible employee is not subject to a non-compete agreement or a non-solicitation agreement, as applicable, at the time of retirement; and (c) the retirement eligible employee delivering and not revoking general release and waiver on a form approved by the Company. A “retirement eligible employee” is generally defined as an employee who has attained age 65 and completed 10 years of employment with the Company and our subsidiaries.

Accelerated Vesting of Equity Awards Upon a Change in Control

Unless otherwise provided in the award agreement, an employment agreement, or other agreement between the Company and participant, if a participant incurs a termination of employment for any reason other than cause, death, or disability within twelve (12) months following consummation of the change in control, (i) any conditions on the participant’s rights under, or any restrictions on transfer or exercisability applicable to, an award granted pursuant to the 2025 Plan shall be waived or shall lapse in full and shall become fully vested and exercisable, as the case may be, and (ii) to the extent applicable, each award outstanding as of the date of such termination of employment may thereafter be exercised until the later of (A) the last date on which such award would have been exercisable, and (B) the earlier of (I) the first anniversary of such change in control and (II) expiration of the term of such award; provided, however, if the exercise or vesting of any award would otherwise be subject to the achievement of performance conditions, the performance goals applicable to any outstanding awards shall be deemed to have been attained at the greater of target or actual performance as of the date of such termination.

Accounting Restatement

If a participant receives incentive-based compensation (as defined in the Company’s Clawback Policy) pursuant to an award under the 2025 Plan (whether a time-based or performance-based award) based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the participant will, to the extent not otherwise prohibited by law, forfeit and repay to the Company the difference between what the participant received and what the participant should have received based on the accounting restatement in accordance with the Company’s compensation recovery, “clawback”, or similar policy.

Federal Income Tax Consequences

The following discussion is intended to be a summary and is not a comprehensive description of the federal tax laws, regulations and policies affecting awards that may be granted under the 2025 Plan. Any descriptions of the provisions of any law, regulation or policy are qualified in their entirety by reference to the particular law, regulation or policy. Any change in applicable law or regulation or in the policies of various taxing authorities may have a significant effect on this summary. The 2025 Plan is not a qualified plan under Section 401(a) of the Code.

Stock Options. Subject to such terms and conditions as specified in an award agreement, a stock option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price and applicable withholding tax. Payment of the exercise price may be made: (i) in cash or by cash equivalent acceptable to the Committee or (ii) to the extent permitted by the Committee in its sole discretion and set forth in the award agreement or otherwise (including by a policy or resolution of the Committee), (A) in shares of common stock valued at the fair market value of such shares on the date of exercise, (B) through an open- market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (C) by reducing the number of shares of common stock otherwise deliverable upon the exercise of the stock option by the number of shares of common stock having fair market value on the date of exercise equal to the exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee and set forth in the award agreement. In addition to and at the time of payment of the exercise price, the participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under

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such of the methods described above for the payment of the exercise price as may be approved by the Committee and set forth in the award agreement.

Stock Appreciation Rights. Stock appreciation rights do not have federal income tax consequences for recipients or for the Company when they are granted. When a stock appreciation right is exercised, the amount paid in settlement is included in the recipient's gross income for federal income tax purposes, and the Company may be entitled to claim a federal tax deduction for a like amount.

Restricted Stock Awards and Units. Generally, restricted stock and unit awards granted under the 2025 Plan do not result in federal income tax consequences to either the Company or the award recipient when they are made. Once the award is vested and the shares subject to the award are distributed, the award recipient will generally be required to include in ordinary income, for the taxable year in which the vesting date occurs, an amount equal to the fair market value of the shares on the vesting date. The Company will generally be allowed to claim a deduction for compensation expense in a like amount. If dividends are paid upon the vesting of the award under the plan, such dividend amounts will also be included in the ordinary income of the recipient. Generally, the Company will be allowed to claim a deduction for compensation expense for this amount as well. In certain cases, a recipient of a restricted stock award may elect to include the value of the shares subject to a restricted stock award in income for federal income tax purposes when the award is made instead of when it vests.

Other Awards. Restricted stock unit awards, cash performance awards, and stock awards will not create federal income tax consequences when they are granted. Recipients generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or delivery. In the same taxable year, the Company generally will be allowed to claim a deduction for compensation expense in a like amount. If dividends are paid upon vesting of the award under the plan, such dividend amounts will also be included in the ordinary income of the recipient. The Company will be allowed to claim a deduction for compensation expense for this amount as well.

Amendment and Termination

The Board may amend or terminate the 2025 Plan at any time. No amendment authorized by the Board will be effective unless approved by the shareholders of the Company if the amendment would modify the 2025 Plan in any other way that requires shareholder approval under applicable law or listing requirements adopted by NASDAQ or any other principal exchange on which the common stock is then listed.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE FIRST WESTERN FINANCIAL, INC. OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 23, 2025

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EXECUTIVE SUMMARY OF 2024 FINANCIAL PERFORMANCE

We believe our strategy is delivering value for our shareholders. In this section, we summarize 2024 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 2024 Annual Report on Form 10-K before you vote.

2024 Performance Highlights

First Western continued to drive positive momentum in performance metrics leading to sustained out performance in total shareholder returns over the past five years.

(1)Represents share price appreciation from January 1, 2020 to December 31, 2024.

(2)See Non-GAAP reconciliation.

In 2024, we continue to see positive trends. Below, we summarize 2024 performance highlights:

•Book value per share of $26.10 as of December 31, 2024, compared to $25.33 as of December 31, 2023. Tangible book value per share(1) of $22.83 as of December 31, 2024, compared to $22.01 as of December 31, 2023

•Net income available to common shareholders of $8.5 million for the year ended 2024, compared to $5.2 million for the year ended 2023, a $3.2 million, or 62.2% increase

•Diluted EPS of $0.87 for the year ended 2024, compared to $0.54 for the year ended 2023. Adjusted diluted EPS(1) of $0.90 for the year ended 2024, compared to $0.64 for the year ended 2023

•Non-performing loans were $12.8 million as of December 31, 2024, a decrease of $38.1 million from $50.8 million as of December 31, 2023

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(1)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:



Board Diversity Matrix (As of April 25, 2025)
Total Number of Directors	11
Part I: Gender Identity	Female	Male	Non-Binary	Did not Disclose Gender
Directors	3	8	-	-
Part II: Demographic Background
African American or Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	6	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did not Disclose Demographic Background	-	1	-	-

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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 of Directors. 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 of Directors, 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.

With the additions of Ms. Courkamp, Mr. Mitchell, and Ms. Robinson, the Company is adding more diversity to the Board composition. While we have planned to add more high quality, diverse Directors, our expectation has been that with our active acquisition activities (13 acquisitions since 2004), that we may bring on additional directors through acquisitions. Our female director mix increased to 27% in 2024 upon the election of Ms. Robinson.

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 of Directors 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.

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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 of Directors believes it is appropriate that he serve as Chairman and Chief Executive Officer.

Lead Independent Director. Our Corporate Governance Guidelines require that at any time the Chairman of the Board of Directors is not independent, the Board of Directors 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 entitled “—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 2026 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 of Directors 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 of Directors 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 2024 fiscal year (including regularly scheduled and special meetings). During fiscal year 2024, 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 2024 annual meeting of shareholders.

Committees of the Board

The Company’s Board of Directors 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 2024 are set forth in the table:

Board Committee Membership and 2024 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. Mr. Sipf retired from the Board of Directors and Audit Committee in 2024 and Mrs. Robinson was recommended and approved by the Nominating and Governance Committee to replace Mr. Sipf. Our Board of Directors 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 of Directors 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 2024.

The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements and, in that regard, assists our Board of Directors 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 of Directors 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;

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•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;

•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 of Directors 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;

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•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 of Directors any changes that it deems necessary; and

•Handling such other matters that are specifically delegated to the Audit Committee by our Board of Directors 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.”

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;

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•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;

•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 reengaged compensation consultants. In 2024, the Compensation Committee engaged Alvarez & Marsal, LLC (“Alvarez & Marsal”) to provided 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 three times in 2024.

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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 2024.

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;

•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;

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•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 “—Procedures to be Followed by Shareholders for Director Nominations.” The Corporate Governance and Nominating Committee met two times in 2024.

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.

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-based 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, 2024.

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, 2024.

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.

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Stock Ownership Guidelines

Our Board of Directors 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.

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 package. 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 2024 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 2024.

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.

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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, and President of First Western Financial, Inc.

Julie A. Courkamp

Director, Chief Operating Officer, and President of First Western Trust Bank

David R. Weber

Chief Financial Officer and Treasurer

Eric E. Ensmann

Chief Risk Officer

Matthew C. Cassell

Chief Banking Officer

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, the Board of Directors of First Western Financial, Inc. designated David R. Weber, the Company's Chief Financial Officer, to serve as its Principal Financial Officer effective October 1, 2023. Mr. Weber assumed the Principal Financial Officer duties from Julie A. Courkamp, the Company’s Chief Operating Officer and the President of First Western Trust Bank, as the Chief Financial Officer duties transition to Mr. Weber. Also on September 25, 2023, Mr. Weber was appointed as the Chief Financial Officer and Treasurer of the Company's bank subsidiary, First Western Trust Bank (the "Bank"). 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.

Eric E. Ensmann. Mr. Ensmann joined FWT in 2024 as its Chief Risk Officer. In this role he has oversight of the Bank's Enterprise Risk Management, Credit Risk, Credit Administration, Information Security, Compliance, and Audit functions. He has a 30 year career in banking. Over the last 15 years he has focused on Credit Risk and various Risk Management disciplines. Prior to joining FWT, he served as SVP, Director of Loan Review for Independent Bank, and spent 18 years at BBVA USA in various roles including Interim CRO, Director of Risk Internal Control, and Director of Enterprise Risk Management. Mr. Ensmann has a Bachelor's Degree in Finance from the University of Houston.

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. 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 25 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.

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 2024, which consist of our principal executive officer and the two other most highly compensated executive officers, are:

•Scott C. Wylie—Chairman, Chief Executive Officer, and President of First Western Financial, Inc. ("FWFI"), Chairman and CEO, First Western Trust Bank ("FWTB")

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•Julie A. Courkamp—Director of FWFI and FWTB, Chief Operating Officer, and President of FWTB

•Matthew C. Cassell—Chief Banking Officer 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 of Directors 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 2024 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 Chief Executive Officer, Chief Operating Officer & President, Chief Banking Officer, and other executive officers;

•assist with proxy drafting, equity plan requests, and updates to policies

•recommendations concerning the compensation of Company’s Chief Executive Officer, Chief Operating Officer & President, Chief Banking Officer, and other 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.

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.

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Our strategic plan for 2024 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 2024.

The following table summarizes the primary elements of our executive compensation for 2024:


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" or "Financial Performance Units")	•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 for a three-year performance period, followed by a two-year continued service requirement. •Value realized upon vesting varies based on stock price performance over the vesting period.
Restricted Stock Units ("RSUs" or "Time Vested Units")	•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. The below charts illustrate our named executive officers’ total direct compensation.

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2024 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.

2024 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 2024 Peer Group consisted of the fifteen 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.	Capital Bancorp, Inc.
Coastal Financial Corporation	CapStar Financial Holdings, Inc.	First Business Financial Services, Inc.
Financial Institutions, Inc.	Greene County Bancorp, Inc.	First Foundation Inc.
Mid Penn Bancorp, Inc.	National Bank Holdings Corporation	Peapack-Gladstone Financial Corporation
Univest Financial Corporation	Washington Trust Bancorp, Inc.	West Bancorporation, 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 50% time-based restricted stock unit awards (“RSU”) and 50% performance-based unit awards (“PSU”). The RSU and PSU awards vest over a five-year period.

PSUs are eligible to vest based on the Company’s average operating earnings per share (“EPS”) measured over a three-year performance period relative to pre-established target goals. The number of PSUs determined to be earned after the three-year performance period shall vest, if at all, following completion of a subsequent two-year service period. We believe this performance measure plus time measure is a good indicator 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. 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. We believe these performance measurements are good indicators of profitability and performance over the fiscal year.

Individual Contributions

Our Compensation Committee also considers roles and responsibilities of the CEO and each NEO and links most of the pay for senior executives to long-term business strategies and key priorities. Considerations for 2024 awards included the following items:


Scott C. Wylie, Chairman, Chief Executive Officer, and President of First Western Financial, Inc.
• Ongoing leadership and execution of our business strategies • Led through turbulent economic and financial industry turmoil working with clients and associates to improve experiences • Continued execution of the vision to create the best private bank for the Western wealth management client • Consistency in delivering shareholder value, performance improvement in terms of short-term financial results and with respect to preserving and growing shareholder value • Delivering leadership, management oversight, and growth in our Planning, Trust, and Investment Management business • Continued execution of succession planning strategy, retaining top executives ready to lead for today and the future
Julie A. Courkamp, Director, Chief Operating Officer, and President of First Western Trust Bank
• Setting the highest standards of leadership and manager expectations to drive the Firm’s culture • Execution and leadership relating to company-wide business strategy efforts and efficiency initiatives • Contributions to the enhancement of technology, data reporting efforts and overall improved client experience • Ongoing leadership and contributions to improved mortgage business strategy and profitability • Key role in investment decision making and project management organization
Matt Cassell, Chief Banking Officer of First Western Trust Bank
• Contributions to reducing our loan-to-deposit ratio to more historical levels below 96 while improving our Net Interest Margin • Contributions to the hiring of key leadership roles • Successful collaboration with internal partners to ensure adequate support and speed to market • Developed and trained on sales strategy and designed sales tools and tracking support • Contributions on sales focus and organizational structure review to support sales success

2024 Say-on-Pay Vote, Shareholder Outreach and Compensation Changes Implemented

In addition to holding an annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

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For the advisory vote on the compensation of our NEOs, our say-on-pay vote, at the annual meeting of stockholders held in June 2024, approximately 67% of the shares that were voted were cast in favor of our advisory vote on named executive officer compensation, excluding abstentions.

The Compensation Committee approved compensation for fiscal 2023 for the NEOs in March 2024, which was prior to the 2024 annual meeting of stockholders and say-on-pay vote in June 2024. 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 2024, the Compensation Committee granted performance stock units, or PSUs, to the named executive officers as part of the 2024 compensation program. The PSUs granted in May 2024 have a rigorous 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. Consistent with prior equity award grants, the RSU and PSU awards vest over a five-year period. See Elements of Compensation – Stock-Based Compensation Awards, below, for more details regarding the PSUs granted in May 2024. Based on the timing of the Compensation Committee’s decisions for fiscal 2024 executive compensation, the Compensation Committee was not able to incorporate the stockholder views on executive compensation expressed in the 2024 say-on-pay vote or the stockholder feedback we received in their decisions with respect to the 2023 compensation program for the named executive officers.

The 2024 say-on-pay vote outcome was taken seriously by our management, our Board, and our Compensation Committee. We significantly increased our efforts to obtain feedback from our stockholders in the fall and winter of 2024. Our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and the chair of our Compensation Committee attended all or certain of these stockholder outreach meetings. Our goal in soliciting feedback was to (1) better understand our stockholders' views on named executive officer compensation, (2) be responsive on our stockholders' views expressed in the 2024 say-on-pay vote, (3) expand and improve our disclosures, and (4) understand whether potential changes to our compensation programs and governance policies would address concerns expressed by our stockholders. Our stockholder outreach efforts included the following:

•direct outreach to our top stockholders who held over 59% of our outstanding stock;

•in-depth discussions with holders representing approximately 39% of our outstanding stock (the stockholders we did not engage with either did not respond to our outreach or indicated that they had no feedback or did not require further information from us); and

•review and consideration of the reports and analyses issued by the principal proxy advisory firms.

During our stockholder outreach, we received valuable feedback from stockholders on our disclosure on named executive officer compensation program, policies, and practices as well as our corporate governance programs and practices. While stockholders provided positive feedback regarding many aspects of our compensation programs, some stockholders indicated concerns including a desire for additional information on performance metrics.

Shareholder Feedback Received and Compensation Committee Response

In response to the results of our 2024 say-on-pay vote and our discussions with our stockholders, review and consideration of the reports and analyses issued by the principal proxy advisory firms, and the Compensation Committee’s efforts to continue to ensure alignment between executive pay and company performance, we modified our named executive officer compensation in 2025. Key feedback we received from our stockholders relating to our named executive officer compensation and the Compensation Committee’s responses, including related changes to our executive compensation programs in 2025, is described in the chart below.

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Shareholder and Principal Proxy Advisory Firm Feedback Received			Compensation Committee Response
Annual incentive awards are largely discretionary			Annual incentive awards paid in 2023 – like the awards paid in prior years – were not, in fact, discretionary. Payouts were based on actual performance against Company and individual goals that were pre-determined by the Compensation Committee. In order to prevent further confusion and to increase transparency with respect to the 2024 annual incentive awards, we have provided additional detail outlining our incentive compensation plan, its performance goals, and the Compensation Committee’s process for determining payments under “NEO Incentive Plan” below.
Benchmarking targets not disclosed			We have incorporated disclosures pertaining to the benchmarking considerations in the Competitive Assessment of Compensation – Peer Companies and Market Data section above.
Peer Group not disclosed			We have provided the list of Peer Group companies in the Competitive Assessment of Compensation – Peer Companies and Market Data section above.
Enhance the disclosure of performance factors that influence compensation decisions			We have provided disclosures around quantitative and qualitative factors that influence compensation decisions in the Key Influences in Compensation Decisions section above.
Enhance disclosure and transparency surrounding performance stock units			We have provided disclosure on the historical performance of PSU awards, expected future performance of PSU awards, and the mix of RSU and PSU awards granted to NEOs in the Stock-Based Compensation Awards section below and in the 2024 Named Executive Officer Mix of Total Direct Compensation above.
Enhance disclosure and transparency surrounding short-term incentive metrics			We have provided clarity on short-term incentive metrics and weightings in the NEO Incentive Compensation Plan section below.
Enhance disclosure and transparency surrounding short-term incentive achievement			We have provided the short-term incentive target and achievement for each NEO in the NEO Incentive Compensation Plan section below.
Say on Pay Frequency recommended on an annual basis			At our 2024 Annual Meeting, our shareholders voted to hold a Say on Pay advisory vote on the compensation of First Western’s named executive on an annual basis.
Enhance disclosure and transparency regarding maximum and minimum payout thresholds relating to the short-term incentive achievement			We have provided additional disclosure and transparency in the NEO Incentive Compensation Plan section below.

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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.

2024 Annualized Base Salary Changes


Named Executive Officer	2023	2024	% Change
Scott C. Wylie	$575,000	$605,188	5%
Julie A. Courkamp	$350,000	$368,375	5%
Matthew C. Cassell	$295,188	$306,750	4%

NEO Incentive Compensation Plan

Our NEOs 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 2024 individual payout opportunities (as a percent of base salary) for the NEOs were as follows:


NEO	Threshold	Target	Maximum
Chief Executive Officer	28%	55%	110%
Chief Operating Officer	20%	40%	80%
Chief Banking Officer	18%	35%	70%

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For fiscal year 2024, the Short-Term Incentive Plan awards for the NEOs were based on fiscal year 2024 performance compared to Gross Revenue, Operating EPS, Operating PTPPNI, and Planning, Trust, and Investment Management ("PTIM") Fee targets. Although the total cash incentive for NEOs 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 2024, metrics and weighting were as follows:


2024 STI Goals	Weighting
	Chief Executive Officer	Chief Operating Officer	Chief Banking Officer
Gross Revenues	25%	30%	30%
Operating EPS	15%	20%	40%
Operating PTPPNI	15%	20%	0%
Qualitative Factors	30%	30%	30%
PTIM Fees	15%	0%	0%

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 2024 STI targets and achievement for each NEO:


Named Executive Officer	STI Target	STI Amount Achieved	Achievement %
Scott C. Wylie	$335,200	$368,300	110%
Julie A. Courkamp	$148,400	$161,200	109%
Matthew C. Cassell	$108,200	$66,900	62%

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 2024 the Compensation Committee granted a mix of RSU awards and PSU awards.


Named Executive Officer	# of Time-Based RSUs Granted – Five-Year Vesting	# of Performance-Based PSUs Granted (Target) – Five-Year Vesting
Scott C. Wylie	11,799	11,799
Julie A. Courkamp	6,637	6,637
Matthew C. Cassell	1,769	1,769

During fiscal year 2024, we did not grant stock option awards to our NEOs. Additionally, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants.

2024 Time-Based Restricted Stock Unit Awards

Our pay-for-performance stock incentive strategy is balanced with the use of time-based restricted stock units to enhance holding power, retention and recruitment, while further aligning the interests of the executives and shareholders. The restricted stock units granted in 2024 were issued in recognition of 2023 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.

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2024 Performance Stock Unit Awards

2024 performance stock units represent stock-settled incentive awards where payout can vary from 0% to 150% of the target number of shares granted. Performance stock units for which performance goals are met will vest over the three-year performance period, followed by a two-year continued service requirement. Performance stock units are conditioned upon pre-established average annual Operating EPS goals.

Performance Stock Unit Awards – Historical and Expected Performance

The table below provides the actual achievement results for PSU awards that have completed their performance period, and expected achievement results for PSU awards that have yet to complete their performance period based on internal Company forecasts.


Performance Period - Start	Performance Period - End	Vesting Date	Achievement %

1/1/2020	12/31/2022	12/31/2024	150%
1/1/2020(1)	12/31/2022	11/18/2023 & 11/18/2025	114%
1/1/2021	12/31/2023	12/31/2025	55%
1/1/2022	12/31/2024	12/31/2026	0%
1/1/2023	12/31/2025	12/31/2027	0%(2)
1/1/2024	12/31/2026	12/31/2028	100%(2)

(1)During the fourth quarter of 2020, the Compensation Committee authorized a special grant to a select group of senior executives commensurate with the earnings performance in 2020.

(2)Estimated achievement % as performance period has not ended.

In May of 2022, each of the NEOs were granted PSUs. The performance period for these PSUs concluded on December 31, 2024. 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 2024, that will not vest, as noted above, as they did not achieve the performance goals:

SEC Form DEF 14A filed by First Western Financial Inc.