Patrick Hamill
About Patrick H. Hamill
Patrick H. Hamill (age 65) has served as an independent director of First Western Financial, Inc. since 2004. He founded Oakwood Homes, LLC in 1991 and sold it to Berkshire Hathaway in 2017; other business interests include Bright Door Properties, PHH Equipment Leasing, and Green Valley Ranch Golf Club. He holds a B.S. in Business Administration (Real Estate and Construction Management) from the University of Denver and is recognized for civic and philanthropic leadership through the BuildStrong Foundation and other organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oakwood Homes, LLC | Founder | 1991–2017 | Built and exited to Berkshire; deep housing/real estate expertise |
| BuildStrong Foundation / BuildStrong Academy | Founder | Ongoing | Workforce development; community leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Door Properties | Principal/Investor | Ongoing | Real estate operating experience |
| PHH Equipment Leasing | Principal/Investor | Ongoing | Equipment finance/operations |
| Green Valley Ranch Golf Club | Principal/Investor | Ongoing | Local market expertise |
| University of Denver | Trustee (prior) | Prior | Governance experience |
| Boys & Girls Club of Metro Denver; First Tee of America | Trustee/National Trustee (prior) | Prior | Community engagement |
Board Governance
- Independence: The Board determined all current directors except Julie A. Courkamp and Scott C. Wylie are independent; Hamill is independent under Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; members: Caponi, Duncan, Hamill (Chair). Compensation Committee met 3 times in 2024 .
- Other committees: Not listed on Audit (Caponi, Latimer, Robinson) or Corporate Governance & Nominating (Latimer, Mitchell, Smith; Zimlich chair) .
- Attendance: The Board met 5 times in 2024; each director participated in at least 75% of Board and committee meetings during his/her service .
- Lead Independent Director: Joseph C. Zimlich .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash | $34,300 | Actual director cash fees for 2024 |
| Annual Board Retainer (structure) | $45,000 | $20,000 cash + $25,000 in RSUs |
| Per Board Meeting Attended | $800 | Cash per meeting |
| Committee Chair Retainer (Compensation) | $5,000 | Annual chair retainer (Comp & Governance chairs $5k; Audit chair $8k) |
| Committee Member Retainer (Compensation) | $4,000 | Annual member retainer; per-committee meeting $500 |
Performance Compensation
| Component | 2024 | Vesting | Performance Conditions | Plan Features |
|---|---|---|---|---|
| Annual Director RSU Grant | $25,000 | 20% annually over 5 years (time-based) | None for director equity (time vesting) | No dividend equivalents until vest; no repricing; double-trigger CIC vesting; clawback; no tax gross-ups |
| Stock Awards Held (aggregate) | 163,055 shares | N/A | N/A | As of 12/31/2024 |
Other Directorships & Interlocks
- Public company boards: No current public company directorships disclosed for Hamill in the proxy biography .
- Interlocks/conflicts: No related-party transactions disclosed involving Hamill. Related-party items disclosed involve other directors (e.g., leases with entities controlled by director Gart; employment of CEO’s son-in-law; marketing vendor relationship prior to hiring CMO) .
Expertise & Qualifications
- Domain expertise: Real estate development, homebuilding, economic development; entrepreneurial leadership .
- Governance: Chair of Compensation Committee; experience in board oversight of executive pay and incentive alignment .
- Community leadership: Recognized with multiple awards; extensive civic roles .
Equity Ownership
| Metric | As of Apr 11, 2025 | Detail |
|---|---|---|
| Beneficial ownership | 164,698 shares | 1.7% of 9,667,142 shares outstanding |
| Breakdown | 159,378 common shares; 4,280 options exercisable within 60 days; 1,040 RSUs vesting within 60 days | SEC methodology for beneficial ownership; 60-day rule applied |
| Pledging/Hedging | No pledging disclosed for Hamill; company policy prohibits hedging/pledging for directors subject to limited pre-approval exceptions | Insider Trading Policy prohibits hedging/pledging; explicit pledging disclosure noted for CEO Wylie (602,899 shares pledged) |
| Ownership guidelines | Non-employee directors must hold $250,000 of stock within 5 years of joining Board | Sales limits apply until guideline met |
Insider Trades (Form 4; awards; post-transaction holdings)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSU/Stock Award shares (A) | 1,208 shares at $0; post-holdings 161,589 | 1,466 shares at $0; post-holdings 163,055 | 1,200 shares at $0; post-holdings 164,255 |
Governance Assessment
-
Strengths
- Independent director with long tenure and deep domain expertise; chairs the Compensation Committee overseeing pay alignment and shareholder responsiveness .
- Material personal ownership (1.7%), ongoing accumulation via annual RSU awards; director ownership policy targets meaningful stakes, enhancing alignment .
- Compensation plans adopt investor-friendly features: no option repricing, one-year minimum vesting (limited exceptions), clawback, no tax gross-ups; director equity is time-based, reducing risk of short-termism .
-
Watch items / potential red flags
- 2024 say-on-pay approval was 67%—moderate support; as Compensation Committee chair, Hamill is accountable for addressing investor concerns. The committee undertook outreach and increased disclosure and performance rigor for 2025, which is constructive but requires continued monitoring .
- Group-level governance matters include CEO share pledging and related-party leases with another director (Gart). While not attributed to Hamill, they are board oversight issues that can affect investor confidence and should be managed with robust policies and recusal practices .
-
Implications for investors
- Hamill’s compensation leadership and equity ownership suggest alignment; the committee’s response to lower say-on-pay support indicates willingness to engage and adjust. Continued scrutiny of pay metrics, outcomes versus targets, and mitigation of board-level related-party/pledging risks is warranted for sustained confidence .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Cash fees (earned/paid) | $34,300 |
| Stock awards (grant-date fair value) | $25,000 (RSUs; time-based vesting) |
| Total | $59,300 |
| RSU vesting cadence | 20% annually over 5 years (time vesting) |
| Fee schedule reference | Board retainer $45k ($20k cash + $25k RSU); per-meeting fees; compensation chair $5k; member/meeting fees per schedule |
Independence, Tenure, Attendance
| Attribute | Status |
|---|---|
| Independence (Nasdaq) | Independent |
| Director since | 2004 |
| Board meetings in 2024 | 5 total; each director ≥75% attendance across Board and committees |
| Compensation Committee meetings (2024) | 3 |
Related Party & Conflicts
| Topic | Disclosure |
|---|---|
| Hamill-related transactions | None disclosed in “Certain Relationships and Related Person Transactions” section |
| Board policy on related transactions | Formal approval policy per SEC/Nasdaq standards; transactions must be on market terms and reviewed by Board committee |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Outcome | Committee Response |
|---|---|---|
| Say-on-Pay approval | 67% of votes cast in favor (excluding abstentions) | |
| Feedback themes | Desire for better disclosure on metrics, peer group, benchmarks; concerns about perceived discretion | |
| Actions in 2025 | Expanded disclosure; clarified STI metrics/targets; continued PSU use with rigorous 3-year operating EPS; detailed outcomes reporting |
Compensation Committee Analysis
- Composition: Caponi, Duncan, Hamill (Chair); independent under Nasdaq; authority to retain independent consultants; engaged Alvarez & Marsal in 2024 for peer group, benchmarking, plan advice (no conflicts found) .
- Practices: Mix of RSUs and PSUs for executives; PSUs tied to 3-year average operating EPS with two-year service tail; clawback policy adopted per Nasdaq rules .
- Outcomes: 2022 PSU cycle (2022–2024 performance period) paid 0% (targets not met), demonstrating pay-for-performance discipline .
Equity Ownership – Additional Detail
| Item | Value | Notes |
|---|---|---|
| Shares outstanding | 9,667,142 | As of 4/11/2025 |
| Hamill % ownership | 1.7% | Based on SEC methodology |
| Options exercisable ≤60 days | 4,280 shares | Included in beneficial ownership |
| RSUs vesting ≤60 days | 1,040 shares | Included in beneficial ownership |
Governance Assessment (Summary)
- Overall: Independent, long-tenured director with relevant operating expertise; serves as Compensation Committee chair with demonstrated responsiveness to shareholder feedback. Ownership and director equity structure support alignment. Monitor ongoing say-on-pay trends, the rigor of performance metrics, and broader board-level risk controls around pledging and related-party matters to sustain investor confidence .