Joseph Zimlich
About Joseph C. Zimlich
Joseph C. Zimlich (age 65) is Lead Independent Director at First Western Financial (MYFW) and has served on the board since 2004. He is Chief Executive of the Bohemian Group, overseeing more than $1 billion in financial assets across its foundation and companies. He holds a B.B.A. in Accounting from the University of Iowa and is a Certified Public Accountant and Human Resources Professional, with extensive experience in finance, governance, and investment management.
Past Roles
Not disclosed beyond his long-running leadership at the Bohemian Group and broad service on boards and committees across multiple industries.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bohemian Group | Chief Executive | >20 years | Leads investment management and foundation programs; oversees >$1B AUM |
| Colorado Forum | Member | Not disclosed | Civic and policy engagement |
| Colorado Concern | Member | Not disclosed | Business leadership network participation |
Board Governance
| Item | Detail |
|---|---|
| Board role | Lead Independent Director |
| Independence | Board determined independent under Nasdaq rules |
| Committee assignments | Corporate Governance & Nominating Committee – Chair; members: Latimer, Mitchell, Smith, Zimlich |
| Lead Independent Director mandate | Presides over executive sessions; presides when Chair absent; facilitates information flow; consults on agendas/materials; available for direct consultation with major shareholders; other duties as assigned |
| Meetings and attendance | Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings |
| Governance committee activity | Governance & Nominating Committee met 2 times in 2024 |
Lead Independent Director responsibilities include presiding over executive sessions of independent directors, presiding at Board meetings when the Chairman is not present, facilitating information flow, consulting on schedules and agendas, and being available for consultation and direct communication with major shareholders upon request.
Fixed Compensation (Director)
| 2024 Director Compensation (Non‑employee) | Cash Fees | Stock Awards (RSUs, grant-date FV) | Total |
|---|---|---|---|
| Joseph C. Zimlich | $35,200 | $25,000 | $60,200 |
| 2024 Director Fee Structure | Amount |
|---|---|
| Annual Board retainer (non‑employee) | $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 | Members: $500; Audit/Trust chairs: $800; Comp/Gov chairs: $700 |
Notes:
- Non‑employee director equity is granted as time‑vested RSUs vesting 20% annually over 5 years, aligning director interests with shareholders.
Performance Compensation (Director)
| Equity Award | Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity retainer | RSUs | $25,000 | 20% per year over 5 years | None (time‑based only) |
No performance‑conditioned equity or cash incentives are disclosed for directors; RSUs are time‑vested.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in latest proxy |
| Prior public company boards | Not disclosed |
| Potential interlocks/conflicts | None disclosed involving Mr. Zimlich; the proxy notes certain related‑party transactions for other directors/executives but not for Mr. Zimlich |
Expertise & Qualifications
- Finance, accounting, governance, and human resources expertise; extensive investment management/private equity background (CPA; HR Professional).
- Leadership of a large family office system (Bohemian Foundation/Companies) overseeing >$1B in assets.
- Serves as Lead Independent Director with explicit shareholder engagement responsibilities.
Equity Ownership
| Holding Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 240,291 shares | 2.5% of outstanding (based on 9,667,142 shares) |
| Direct holdings | 19,638 shares | Directly held |
| Joint holdings (with spouse) | 16,590 shares | Joint ownership |
| Bohemian Investments, LLC | 90,146 shares | Mr. Zimlich is sole Managing Member (beneficial owner) |
| BOCO Investments, LLC | 108,597 shares | Mr. Zimlich is President of the Managing Member (beneficial owner) |
| Options exercisable within 60 days | 4,280 shares | Included for SEC beneficial ownership computation |
| RSUs vesting within 60 days | 1,040 shares | Included for SEC beneficial ownership computation |
| Director stock/option awards outstanding (aggregate count) | Stock awards: 238,648; Options: 5,713 | As of 12/31/2024; vested and unvested awards count per proxy |
| Shares pledged as collateral | None disclosed for Mr. Zimlich | Company policy restricts pledging/hedging with limited exceptions |
Director stock ownership guideline: Non‑employee directors are required to own $250,000 in MYFW stock within 5 years of joining the Board; sales may be limited if not in compliance. Individual compliance status was not disclosed.
Governance Assessment
-
Strengths
- Independent Lead Director with defined authority, including direct shareholder access—supports board effectiveness and oversight balance with combined Chair/CEO structure.
- Governance & Nominating Committee chair; active in board composition, committee structure, and governance policies; committee met twice in 2024.
- Independence affirmed by the Board; attendance at or above policy threshold.
- Alignment mechanisms: director equity retainer in RSUs with multi‑year vesting; ownership guideline of $250,000 for directors.
- Company‑wide clawback policy and equity plan best practices (no repricing, minimum one‑year vesting, no dividends on unvested awards, double‑trigger CIC; no tax gross‑ups).
-
Watch items / potential risks
- 2024 Say‑on‑Pay passed with ~67% support, below typical large majorities; while this concerns executive pay (not director pay), it signals investor scrutiny of compensation. Management and the Compensation Committee conducted shareholder outreach and enhanced disclosures for 2025. As Lead Independent Director, Mr. Zimlich is designated to be available for shareholder consultation.
- Long tenure (since 2004) can raise questions for some investors regarding independence over time, though the Board has reaffirmed his independent status.
- No related‑party transactions disclosed for Mr. Zimlich; the proxy details certain transactions for others, and the Board maintains a formal related‑party transaction approval policy. Continued monitoring advisable.
Overall, Mr. Zimlich’s profile—financial expertise, meaningful ownership, clear independent leadership role, and governance committee chairmanship—supports board oversight and investor alignment, with ongoing attention warranted to broader shareholder sentiment on compensation and board refresh dynamics.