Julie Caponi
About Julie A. Caponi
Julie A. Caponi, age 63, has served as an independent director of First Western Financial, Inc. (MYFW) since 2017. She is a former Deloitte audit partner and retired in 2017 from Arconic/Alcoa after 17 years in finance leadership roles; she was a Certified Public Accountant through December 2023. The Board has designated her the Audit Committee chair and determined she is an “audit committee financial expert,” underscoring deep accounting, audit, and internal controls expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic, Inc. (formerly Alcoa Inc.) | Assistant Treasurer; Vice President – Audit; Assistant Controller | 17 years (retired 2017) | Finance leadership across treasury, audit, and controllership |
| Deloitte | Audit Partner | Not disclosed | Led audits; focus on financial services clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Commonwealth Financial Corporation (NYSE: FCF) | Director; also Director, First Commonwealth Bank | Since 2007 | Chairs Audit Committee; member of Risk Committee; prior Compensation & HR Committee (2015–2019) |
| Potential Interlock | MYFW directors Caponi and Luke A. Latimer both serve on FCF’s board (Latimer currently on Governance Committee at FCF; formerly Audit and Loan) | — | Interlock can enhance information flow; monitor for any perceived conflicts if MYFW and FCF engage in business interactions |
Board Governance
- Independence: The Board determined that all directors except the Chair/CEO (Scott Wylie) and COO (Julie Courkamp) are independent; Caponi is independent under Nasdaq rules .
- Committee assignments (2024): Chair, Audit Committee (members: Caponi, Latimer, Robinson); Member, Compensation Committee (Hamill, chair; members Caponi, Duncan). Audit met 5x; Compensation met 3x in 2024 .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of aggregate Board and committee meetings .
- Board leadership: Combined Chair/CEO with a Lead Independent Director (Joseph Zimlich) who presides over executive sessions and interfaces with shareholders .
Fixed Compensation
| Year | Cash Fees (Caponi) | Equity Grant (fair value) | Total |
|---|---|---|---|
| 2022 | $44,500 | $25,000 | $69,500 |
| 2023 | $47,100 | $25,000 | $72,100 |
| 2024 | $47,900 | $25,000 | $72,900 |
Director fee schedule (2024):
- Annual Board retainer: $45,000 ($25,000 in RSUs; $20,000 in cash)
- Per Board meeting: $800
- Committee chair retainers: Audit $8,000; Comp $5,000; Governance $5,000
- Committee member retainers: Audit/Trust $5,000; Comp/Gov $4,000
- Per committee meeting: Audit/Trust chair $800; Comp/Gov chair $700; members $500
Equity structure: Non-employee director equity paid in RSUs vesting 20% annually over 5 years (time-based; no performance metrics) .
Performance Compensation
- Non-employee directors do not receive performance-based awards; equity is time-vested RSUs. 2024 RSU grant fair value: $25,000; 20% annual vesting over five years .
- Plan governance features (Omnibus Incentive Plan, amended April 23, 2025): no repricing without shareholder approval; 1-year minimum vesting (limited exceptions); no dividends on unvested awards; double-trigger vesting on change in control; clawback for incentive-based comp; no tax gross-ups .
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Governance Implications |
|---|---|---|
| First Commonwealth Financial Corp. (FCF) | Caponi (FCF Director; Audit Chair; Risk member); Latimer (FCF Director; Governance Committee; formerly Audit/Loan) | Positive for banking oversight breadth; monitor for perceived conflicts or information-sharing sensitivities if MYFW and FCF have competitive or transactional overlap |
Expertise & Qualifications
- Audit committee financial expert and financially sophisticated, per Board determination .
- CPA through December 2023; extensive audit/accounting/internal controls background (Deloitte; Arconic/Alcoa) .
- Long-standing public bank holding company board experience (FCF) .
Equity Ownership
| As-of Date / Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 11, 2025) | 18,760 shares (less than 1%) | Includes 17,720 jointly held; 1,040 RSUs vesting within 60 days |
| Stock awards outstanding (Dec 31, 2024) | 21,397 units | No option awards outstanding |
| Hedging/Pledging | Prohibited for directors under insider trading policy | |
| Director ownership guideline | Non-employee directors must hold $250,000 in MYFW stock within 5 years of joining the Board (sell-down limits until achieved) |
Governance Assessment
-
Strengths/Signals:
- Deep audit expertise; designated Audit Committee financial expert; chairs Audit Committee (5 meetings in 2024) .
- Independent status; consistent attendance threshold met; engaged across Audit and Compensation committees .
- Conservative equity governance: no repricing, clawback, minimum vesting, and no dividends on unvested awards .
- Hedging/pledging prohibitions enhance alignment .
-
Watch items/Red flags to monitor:
- Interlock: Two MYFW directors (Caponi and Latimer) also serve at FCF; not a disclosed related-party issue but warrants monitoring for perceived conflicts and information flow, especially if strategic overlaps arise .
- Say-on-Pay outcome: 2024 support at ~67% indicates investor sensitivity to compensation; as a Compensation Committee member, Caponi will be part of responsive changes—management engaged shareholders and expanded disclosure on metrics afterward .
-
Related-party/Conflicts:
- No Caponi-specific related-party transactions disclosed. Company-level related-party items involve other directors/executives (e.g., leases with entities controlled by Director Gart; family employment; marketing vendors prior to hiring a CMO), all under related-party policy oversight .
Board Governance (Detail)
| Committee | 2024 Role | Meetings (2024) |
|---|---|---|
| Audit | Chair (members: Caponi, Latimer, Robinson); Independent; Caponi deemed financial expert | 5 |
| Compensation | Member (chair: Hamill; members: Caponi, Duncan) | 3 |
| Corporate Governance & Nominating | Not listed as member | 2 |
| Board meetings | Director since 2017; Board met 5 times; each director ≥75% attendance | 5 |
Director Compensation (Structure Reference)
| Description | Amount |
|---|---|
| Annual Board retainer (director) | $45,000 ($25,000 in RSUs; $20,000 cash) |
| Audit Committee chair retainer | $8,000 |
| Committee member retainers | Audit/Trust $5,000; Comp/Gov $4,000 |
| Per Board meeting | $800 |
| Per committee meeting (chair/member) | Audit/Trust chair $800; Comp/Gov chair $700; member $500 |
| RSU vesting | 20% annually over five years (time-based) |
About MYFW Shareholder Context
- 2024 Say-on-Pay: ~67% approval; led to enhanced metric disclosure and engagement with holders representing ~39% of outstanding shares .
No Form 4 insider trading data specific to Ms. Caponi was disclosed in the proxy; beneficial ownership and RSU holdings are shown above. If needed, we can retrieve recent Form 4s to analyze transaction patterns.