David Duncan

About David R. Duncan

David R. Duncan (age 59) has served as an independent director of First Western Financial, Inc. (MYFW) since 2011. He is Chairman and Chief Executive Officer of Silver Oak and Twomey (since 2002), and holds a BA from the University of Notre Dame and an MBA from the University of Denver; his board qualifications emphasize entrepreneurship, private equity and family business operations . He is affirmed independent under Nasdaq rules, along with all directors except the CEO and COO .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation Committee (Caponi; Duncan; Hamill as Chair); Compensation Committee met 3 times in 2024 .
• Not on Audit Committee (Caponi Chair; Latimer; Robinson, met 5 times) or Corporate Governance & Nominating Committee (Zimlich Chair; Latimer; Mitchell; Smith, met 2 times) .
• Independence: Board determined Duncan is independent under Nasdaq rules; only Courkamp and Wylie are non-independent .
• Attendance: In 2024, each director attended at least 75% of Board and committee meetings where they served; Board met 5 times; eight directors attended the 2024 annual meeting .
• Board leadership: Combined Chair/CEO; Joseph C. Zimlich serves as Lead Independent Director with defined responsibilities .
• Section 16 compliance: No delinquent insider ownership reports for 2024 .
• Annual meeting slate: Duncan among 11 nominees for election at the June 4, 2025 meeting .

Fixed Compensation

Director fee structure (2024):

• Annual board retainer: $45,000 ($25,000 in RSUs; $20,000 cash)
• Per board meeting attended: $800
• Committee chair retainers: Audit $8,000; Compensation $5,000; Governance $5,000
• Committee member retainers: Audit/Trust $5,000; Compensation/Governance $4,000
• Per committee meeting attended: Members $500; Comp/Gov Chairs $700; Audit/Trust Chairs $800
• Bank Board: Eight Bank Board meetings in 2024; compensation table for directors includes Bank meetings; no additional pay beyond attendance-based Bank fees

Performance Compensation

• Non-employee director equity is an annual stock-based retainer in RSUs subject to time-based vesting; vest 20% each year on grant-date anniversaries over five years, contingent on continued service .
• No performance-based metrics, PSUs, or option grants disclosed for directors in 2024 director program (RSUs only) .

Other Directorships & Interlocks

• No other public company directorships disclosed for Duncan in the proxy; external roles are civic/industry organizations (see above) .
• No disclosed interlocks with MYFW’s competitors/suppliers/customers beyond community/industry entities .

Expertise & Qualifications

• Entrepreneur/operator CEO of family-owned businesses; private equity and growth investments experience; governance background in family enterprises .
• Education: BA, University of Notre Dame; MBA, University of Denver .
• Board qualifications cited: entrepreneurship, business leadership, private equity, family business operations .

Equity Ownership

Additional director equity positions (as of 12/31/2024):

• Stock Awards: 59,178 units; Option Awards: 6,663 options (aggregate counts) .

Policies affecting alignment:

• Director Stock Ownership Policy: Non-employee directors must own MYFW stock valued at $250,000 (≈5x base retainer) within 5 years; sales of net shares may be limited until compliance achieved .
• Insider Trading Policy: Prohibits hedging/pledging, short sales, derivatives, and margin accounts for directors, subject to limited exceptions and pre-approval .

Governance Assessment

• Board effectiveness: Duncan’s role on the Compensation Committee (with an independent chair and use of an independent consultant, Alvarez & Marsal) supports governance rigor and pay oversight; Comp Committee met 3 times in 2024 and maintains authority over executive pay, plan administration, and Say-on-Pay proposals .
• Independence and attendance: Independent status with at least 75% attendance threshold met in 2024 enhances investor confidence; multi-committee cadence suggests active governance (Board 5 meetings; Audit 5; Comp 3; Governance 2) .
• Compensation alignment for directors: Balanced mix of cash and long-vesting RSUs (20% per year for 5 years) promotes long-term alignment and retention; cash meeting-based fees incent engagement without excessive per-meeting escalation .
• Ownership alignment: Beneficial ownership includes direct, trustee-held, exercisable options, and near-term RSUs; less than 1% ownership, with policy requiring $250k ownership within 5 years helps strengthen alignment; no pledging disclosures for Duncan specifically (pledging noted only for Wylie) .
• Related-party transactions: No Duncan-specific related-party transactions disclosed; related-party dealings disclosed for other directors/executives (e.g., leases from entities controlled by Mr. Gart) are governed by a formal approval policy .
• RED FLAGS: None identified for Duncan (no related-party transactions, no Section 16 delinquencies, no pledging). Broader governance risk mitigants include clawback policy for officers and strict insider trading/pledging rules . Note: Company-level pledging by CEO is disclosed (602,899 shares), which is a general governance consideration but not attributable to Duncan .

Overall signal: Duncan’s independent status, Compensation Committee membership, director equity vesting design, and adherence to ownership/insider policies indicate solid governance alignment. Lack of public-company interlocks and absence of related-party exposure further reduce conflict risk .