Mark Smith
About Mark L. Smith
Mark L. Smith (age 73) is an independent director of First Western Financial, Inc. (MYFW) and has served on the Board since 2002 . He is Principal and Managing Partner of Slifer Smith & Frampton, a Colorado-based real estate firm he co-founded in 1989, and was a founding principal of East West Partners and Union Station Neighborhood Company . Smith holds an undergraduate degree in real estate from Florida International University and a master’s degree in management from Nova University; his core credentials center on entrepreneurial real estate development, community leadership, and deep Colorado market knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Slifer Smith & Frampton | Principal & Managing Partner; Co‑founder | 1989–present | Led real estate development, sales, marketing; 50 years sector experience |
| East West Partners | Founding Principal | n/a | Development expertise; Colorado market connectivity |
| Union Station Neighborhood Company | Founding Principal | n/a | Denver market development; community impact |
| Youth Foundation (now Youth Power 365) | Founder | n/a | Community/philanthropy leadership |
| Platte Forum | Founder | n/a | Community/philanthropy leadership |
| Riverfront Park Community Foundation | Founder | n/a | Community/philanthropy leadership |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| Forbes Global Properties | Board affiliation | Private/Industry network | Current board affiliation |
| Clyfford Still Museum | Board affiliation | Non-Profit | Current board affiliation |
| Colorado Forum | Member/Board affiliation | Non-Profit/Policy | Current board affiliation |
| Riverfront Park Community Foundation | Board affiliation | Non-Profit | Current board affiliation |
| Slifer Smith & Frampton Foundation | Board affiliation | Non-Profit | Current board affiliation |
No other public company directorships are disclosed in the Company’s proxy biography for Smith .
Board Governance
- Independence: The Board determined all directors except the CEO (Wylie) and COO (Courkamp) are independent under Nasdaq rules; Smith is independent .
- Committee assignments: Corporate Governance & Nominating Committee member (CG&N chaired by Lead Director Joseph C. Zimlich) .
- Attendance: The Board met 5 times in 2024; each director participated in at least 75% of Board and applicable committee meetings (aggregate) .
- Committee activity: CG&N met 2 times in 2024; Audit met 5 times; Smith is on CG&N (not listed on Audit or Compensation) .
- Lead Independent Director: Joseph C. Zimlich .
- Board size/diversity: 11 directors; independence majority; diversity matrix disclosed .
Fixed Compensation
2024 Director Compensation for Mark L. Smith
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 42,100 |
| Stock Awards ($) | 25,000 |
| Total ($) | 67,100 |
Compensation structure (2024 program)
| Description | Amount |
|---|---|
| Annual board retainer per director | $45,000 ($25,000 in RSUs; $20,000 cash) |
| Per board meeting attended | $800 |
| Annual Audit Committee chair retainer | $8,000 |
| Annual Compensation Committee chair retainer | $5,000 |
| Annual Governance Committee chair retainer | $5,000 |
| Annual Audit Committee and Trust member retainers | $5,000 |
| Annual Compensation and Governance Committee member retainers | $4,000 |
| Per meeting (Audit & Trust) chairpersons | $800 |
| Per meeting (Compensation & Governance) chairpersons | $700 |
| Per committee meeting attended | $500 |
Notes: Director compensation covers service on both the Company and Bank Boards; non-employee directors are reimbursed for travel and related expenses . Based on Smith’s 2024 mix, approximately 37% equity ($25k RSUs) and 63% cash (fees), consistent with alignment but with meaningful cash for meeting/retainer structure .
Performance Compensation
- Directors receive time-based RSUs as part of the annual retainer; RSUs vest 20% annually on the grant-date anniversary over five years, subject to continued service .
- No performance stock units (PSUs) or performance metrics are disclosed for director compensation; performance-based equity pertains to named executive officers, not directors .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Forbes Global Properties | Private network | Board affiliation | No MYFW related-party transaction disclosed |
| Clyfford Still Museum; Colorado Forum; Riverfront Park Community Foundation; Slifer Smith & Frampton Foundation | Non-Profit | Board affiliations | No MYFW related-party transaction disclosed |
The proxy’s “Certain Relationships and Related Person Transactions” section does not disclose any transactions involving Smith; related-party items disclosed pertain to other directors/officers (e.g., leases from entities controlled by Director Gart; employment of CEO’s son-in-law; marketing vendor prior to CMO hire) .
Expertise & Qualifications
- 50 years of real estate development, sales, and marketing; founding roles in prominent Colorado developments (East West Partners; Union Station Neighborhood Company) .
- Recognitions: Ernst & Young Entrepreneur of the Year (Rocky Mountain Region, 2001); Greenway Foundation’s first “Friend of the River” (2011); Colorado Business Magazine CEO of the Year (2014) .
- Education: B.S. in Real Estate (Florida International University); M.S. in Management (Nova University) .
- Board skill fit: Entrepreneurial, real estate and market expertise; community leadership; deep knowledge of Colorado markets served by MYFW .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 53,610 (as of April 11, 2025) |
| Percent of shares outstanding | <1% (starred in table) |
| Components (footnote 12) | 47,724 shares held; 4,846 options exercisable within 60 days; 1,040 RSUs settling within 60 days (as of Apr 11, 2025) |
| Outstanding stock awards (#) | 51,401 (as of Dec 31, 2024) |
| Outstanding option awards (#) | 6,279 (as of Dec 31, 2024) |
| Pledging/Hedging | Company policy prohibits hedging/pledging for directors except limited pre-approval; no pledge disclosure for Smith in ownership footnotes (pledge disclosed only for CEO Wylie) |
Director stock ownership guidelines require non-employee directors to hold MYFW stock with a value of $250,000 (≈5x base annual retainer) within five years of joining the Board; sales may be limited for non-compliance until targets are met . The proxy does not state Smith’s compliance status relative to the $250,000 guideline .
Governance Assessment
- Positives: Independent director; member of CG&N, which oversees board composition, governance policies, conflicts review, and committee functioning—independence of CG&N affirmed; CG&N met 2x in 2024 . Board attendance threshold met (≥75%); Board met 5x in 2024 . Ownership and insider-trading policies include prohibitions on hedging/pledging; no pledging disclosed for Smith . Director equity is time-based RSUs promoting alignment over a five-year vesting schedule .
- Watch items: 2024 say‑on‑pay support was ~67%—below typical large-majority norms—raising general governance scrutiny; while Smith is not on the Compensation Committee, CG&N’s governance dialogue with shareholders may be relevant in future cycles .
- Conflicts: No related-party transactions disclosed for Smith; related-party items in 2024 involved other directors/officers and were stated to be on market terms and compliant with policy/regulation .
- Overall read-through: Smith brings long-tenured Colorado real estate and community expertise relevant to MYFW’s markets, serves on a key governance committee with confirmed independence, and shows meaningful ownership with additional options/RSUs—factors that generally support investor confidence; continued monitoring of board responsiveness to shareholder feedback on executive pay is advisable .