Luke Latimer
About Luke A. Latimer
Independent director of First Western Financial, Inc. (MYFW) since 2015; age 48. Background includes leadership of a heavy construction company and multiple bank board roles; BS in Business Management from Saint Vincent College. He currently serves on MYFW’s Audit Committee and Corporate Governance & Nominating Committee and is affirmatively determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R&L Development (heavy construction) | Chairman, CEO & President | 2015–present | Led operations of heavy construction firm |
| R&L Development | EVP & Treasurer | 1999–2015 | Financial leadership |
| SML Limited Partnership | General Partner | Not disclosed (ongoing) | Real estate holding/development partner |
| First National Bank of Santa Fe | Chairman | Prior to May 2013 | Bank leadership; governance experience |
| New Mexico Banquest Corporation | Director | Until May 2013 | Bank holding company director |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| First Commonwealth Financial Corporation (NYSE: FCF) | Director | Since 2011 | Governance Committee currently; formerly Audit and Loan Committees |
| First Commonwealth Bank | Director | Not disclosed | Not disclosed |
Board Governance
- Committee memberships: Audit Committee member (chair: Julie Caponi; met 5x in 2024) ; Corporate Governance & Nominating Committee member (chair: Joseph Zimlich; met 2x in 2024) .
- Independence: Board determined Latimer is independent under Nasdaq Marketplace Rule 5605(a)(2) .
- Attendance: In 2024, each director attended at least 75% of Board and assigned committee meetings; Board met 5x; 8 Bank Board meetings also occurred (directors serve on both) .
- Tenure: Director since 2015 .
- Board leadership: Combined Chair/CEO (Scott Wylie) with Lead Independent Director (Joseph Zimlich) structure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $50,400 | Inclusive of Company and Bank board/committee compensation |
| Stock Awards (RSUs) | $25,000 | Time-based RSU retainer |
| Total | $75,400 |
Director fee schedule (structure):
- Annual Board retainer per director: $45,000 ($25,000 in RSUs; $20,000 cash) .
- Per board meeting attended: $800 .
- Committee retainers: Audit member $5,000; Governance member $4,000; chairs: Audit $8,000, Compensation $5,000, Governance $5,000 .
- Per committee meeting attended: $500; committee chair per meeting: Audit/Trust $800; Compensation/Governance $700 .
Performance Compensation
| Equity Component | Grant Type | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director equity retainer | RSUs | 20% annually over 5 years (time-based) | None (time-based awards) |
Plan governance features affecting director awards:
- No vesting before 1-year from grant (limited exceptions); no dividends/dividend equivalents paid on unvested awards; no award repricings; no tax gross-ups; double-trigger accelerated vesting upon change-in-control followed by termination not for cause within 12 months; clawback for incentive-based compensation upon restatements .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| First Commonwealth Financial Corporation (FCF) | Regional banking | Director; Governance Committee; formerly Audit and Loan | Same industry but different geography; no MYFW-related transactions disclosed; monitor information flow and competitive overlaps |
| First Commonwealth Bank | Banking | Director | As above |
Expertise & Qualifications
- Banking governance: Director roles at public bank holding company and prior chairman role at First National Bank of Santa Fe .
- Financial oversight: Service on audit-related committees at external bank; current MYFW Audit Committee membership .
- Operations/real assets: Executive leadership in heavy construction; real estate partnership experience .
- Education: BS in Business Management, Saint Vincent College .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 56,481 shares; <1% of outstanding | Per proxy beneficial ownership table; “*” denotes <1% |
| Common shares held | 51,645 | Direct holdings |
| Options exercisable within 60 days | 3,796 | 2008 Plan legacy options |
| RSUs vesting within 60 days | 1,040 | Short-dated time-vest RSUs |
| Stock awards outstanding (director total) | 55,322 | Aggregate RSU count (vested/unvested) |
| Options outstanding (director total) | 3,796 | Matches exercisable tally |
| Pledging/Hedging | None disclosed for Latimer; company policy prohibits hedging/pledging subject to limited exceptions and pre-approval |
Director stock ownership guideline: Non-employee directors must own MYFW stock valued at $250,000 within five years of joining the Board; selling restricted to 50% of net shares until compliance if below threshold after five years .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed in proxy | Company states no delinquent Section 16(a) reports for 2024 |
| YTD 2025 (through proxy date) | Not disclosed in proxy | Section 16(a) compliance affirmed |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit; Governance & Nominating) supports oversight of financial reporting and board composition; no related-party transactions disclosed involving Latimer; compliance with Section 16(a) reporting .
- Alignment: Receives a balanced director pay mix combining cash and time-based RSUs; director ownership guideline promotes skin-in-the-game; no pledging disclosed for Latimer (company policy discourages) .
- Potential watch items: External directorship at a public bank (FCF) warrants monitoring for competitive interlocks or information advantages; ensure continued attendance and engagement (proxy reports at least 75% attendance across directors) .
- Red flags observed: None specific to Latimer in related-party section; contrast with Wylie’s pledged shares (not Latimer) underscores adherence to policy by independent directors .