Scott Wylie
About Scott Wylie
Scott C. Wylie (age 67) is Chairman, Chief Executive Officer, President, and a director of First Western Financial, Inc. (MYFW); he founded the company in 2002 and has served as CEO/Chairman since inception . He holds a BA (University of Michigan), MA in Economic Development (American University), and MBA (Harvard Business School) . Under his leadership, MYFW’s total shareholder return (TSR) for the pay-versus-performance disclosure shows $92.72 (2022), $65.32 (2023), and $64.39 (2024) on an initial $100 investment; 2024 GAAP net income was $8.473 million . Recent quarterly performance commentary from Wylie highlights sequential EPS recovery in 2025: Q2 2025 net income $2.5 million ($0.26 diluted EPS) and Q3 2025 net income $3.2 million ($0.32 diluted EPS) alongside deposit and loan growth and efficiency improvements .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Western Financial, Inc. | Founder; Chairman, CEO & President | 2002–present | Built a private trust bank platform with wealth, lending, and deposit services across multiple states . |
| Northern Trust Bank of Colorado | Chairman & CEO | 1998–2002 | Led the bank following sale of Trust Bank of Colorado to Northern Trust . |
| Trust Bank of Colorado | Chairman & CEO | Pre-1998–1998 | Sold to Northern Trust in 1998 . |
| Equitable Bankshares of Colorado (Colorado Business Bank; now BOK Financial CO) | CEO/Acquirer | 1994–late 1990s | Led acquisition and rebranding, scaling a Denver-based bank holding company . |
| Bank and Trust of Puerto Rico (Universal Trust MBO) | President & CEO | 1988–1990s | Organized 1988 MBO of a First Boston subsidiary; operated as Bank and Trust of Puerto Rico . |
| American Fundware | Chairman | 1990s–2001 | Led sale to Intuit at a premium . |
| First Boston Corporation | Associate | Early career | Investment banking foundation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Denver Convention Center Hotel Authority | Director/Board member | Not disclosed |
| Colorado Succeeds | Board member | Not disclosed |
| Roundup River Ranch | Board member | Not disclosed |
| Museum of Contemporary Art Denver | Board member | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 605,188 | 12,190 | 401(k) match $10,350; HSA $1,000; cell phone $840 . |
| 2023 | 575,000 | 10,990 | As disclosed in SCT . |
| Executive | 2023 Base ($) | 2024 Base ($) | % Change |
|---|---|---|---|
| Scott C. Wylie | 575,000 | 605,188 | 5% |
Performance Compensation
| Component | 2024 Grant/Outcome | Plan Design Details |
|---|---|---|
| Cash STI (CEO) | Target $335,200; Achieved $368,300 (110%) | CEO STI opportunity: 28% threshold / 55% target / 110% max of base; 2024 metrics (CEO weights): Gross Revenues 25%, Operating EPS 15%, Operating PTPPNI 15%, PTIM Fees 15%, Qualitative 30% . |
| Cash Paid per SCT | Non‑equity incentive comp reported: $245,100 (2024) | SCT timing can differ from STI “achievement” table; SCT total comp is authoritative for fiscal-year reporting . |
| 2024 Equity Awards (LTI) | 11,799 RSUs (time-based, 5-year 20% annual vest); 11,799 PSUs (target) | Aggregate grant-date fair value: RSUs $199,993; PSUs $199,993 (total $399,986); PSUs based on average Operating EPS over 3-year performance, then 2-year service . |
2024 STI metrics and weights (CEO)
| Metric | Weighting |
|---|---|
| Gross Revenues | 25% |
| Operating EPS | 15% |
| Operating PTPPNI | 15% |
| PTIM Fees | 15% |
| Qualitative Factors | 30% |
PSU performance cohorts and outcomes (achievement %)
| Performance Period Start | End | Vesting Date | Achievement % |
|---|---|---|---|
| 1/1/2020 | 12/31/2022 | 12/31/2024 | 150% |
| 1/1/2020 (special) | 12/31/2022 | 11/18/2023 & 11/18/2025 | 114% |
| 1/1/2021 | 12/31/2023 | 12/31/2025 | 55% |
| 1/1/2022 | 12/31/2024 | 12/31/2026 | 0% |
| 1/1/2023 | 12/31/2025 | 12/31/2027 | 0% (est.) |
| 1/1/2024 | 12/31/2026 | 12/31/2028 | 100% (est.) |
PSUs with 2024 performance-end that did not vest (targets vs actual)
| Name | Target PSUs Granted | Actual PSUs Vested |
|---|---|---|
| Scott C. Wylie | 10,935 | 0 |
Equity Ownership & Alignment
Beneficial ownership and alignment levers
- Total beneficial ownership: 759,013 shares (7.8% of outstanding) as of April 11, 2025 .
- Breakdown: 712,833 common directly; 13,941 in IRA; 2,000 held by Wylie Family Foundation; 16,500 options exercisable within 60 days; 13,739 RSUs vesting within 60 days .
- Pledging: 602,899 shares pledged as collateral to secure debt obligations (exception under insider trading policy) .
- Stock ownership guidelines: CEO must hold 6x base salary; five years to comply; post-deadline sales may be limited until compliance .
- Hedging/pledging policy: Prohibits hedging and pledging by directors/executives, subject to limited exceptions requiring pre-approval; also prohibits short sales and derivatives; margin accounts disallowed .
Outstanding equity awards (as of 12/31/2024)
| Instrument | Key Terms | Unvested/Exercisable | Indicative Value |
|---|---|---|---|
| Stock option | 16,500 options @ $25.00; exp. 12/23/2025 | 16,500 exercisable | N/A in proxy table |
| RSUs (time-based) | May 1, 2020 grant | 4,004 unvested | $78,278 |
| RSUs | Nov 18, 2020 grant | 2,289 unvested | $44,750 |
| RSUs | May 3, 2021 grant | 5,649 unvested | $110,438 |
| RSUs | May 2, 2022 grant | 6,561 unvested | $128,268 |
| RSUs | May 1, 2023 grant | 9,462 unvested | $184,982 |
| RSUs | May 1, 2024 grant | 11,799 unvested | $230,670 |
| PSUs (target) | May 1, 2020 grant | 30,024 unearned | $586,969 |
| PSUs (target) | Nov 18, 2020 grant | 6,521 unearned | $127,486 |
| PSUs (target) | May 3, 2021 grant | 7,775 unearned | $152,001 |
| PSUs (target) | May 1, 2023 grant | 11,827 unearned | $231,218 |
| PSUs (target) | May 1, 2024 grant | 11,799 unearned | $230,670 |
Vesting mechanics
- RSUs: 20% on each anniversary over 5 years; accelerated vest upon certain terminations; CIC if awards not assumed may be vested or cashed out at transaction price .
- PSUs: 3-year performance based on average Operating EPS; post-performance, 2-year service requirement; CIC performance truncated to determination date with target-level vesting on double-trigger .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement term | Evergreen; auto-renews for successive 1-year terms unless 90 days’ non-renewal notice . |
| Base salary floor | No less than $450,000; 2024 base $605,188 . |
| Annual incentive | Eligible under Cash/Short‑Term Incentive Plan at Compensation Committee discretion . |
| Benefits/perqs | Eligible for standard benefits/fringe; 2024 included 401(k) match, HSA, phone reimbursement . |
| Severance (no CIC) | If terminated without cause or resigns for good reason (outside 24 months post‑CIC): lump sum “base amount” multiple equal to 2x for Wylie; pro‑rated vesting of equity (performance measured at termination); up to 18 months COBRA premiums . |
| Severance (within 24 months post‑CIC) | Double‑trigger: cash severance lump sum = 2.99x “base amount” for Wylie; full vesting of all equity with performance deemed at target . |
| Non‑compete / non‑solicit | Two years post‑termination (enhanced in April 2023 amendments) . |
| Clawback | Company clawback policy compliant with Nasdaq/SEC rules; recovers excess incentive comp after required restatement (lookback 3 years, subject to law) . |
| Hedging/pledging | Prohibited subject to limited exceptions with pre‑approval; Wylie has pledged shares under this policy . |
Board Service & Governance
- Board service: Director since 2002; currently Chairman of the Board; combined CEO/Chair structure with designated Lead Independent Director (Joseph C. Zimlich) and independent committee chairs; board reassesses leadership structure annually and currently deems combined role appropriate given Wylie’s tenure and industry knowledge .
- Committees: All three standing committees are fully independent—Audit (Chair: Julie A. Caponi), Compensation (Chair: Patrick H. Hamill), and Corporate Governance & Nominating (Chair: Joseph C. Zimlich) .
- Board activity: The board met five times in 2024; each director participated in at least 75% of aggregate board and committee meetings .
Performance & Track Record
| Period | Key performance markers | Source |
|---|---|---|
| FY 2024 | TSR value of initial $100 = $64.39; net income $8.473 million | |
| Q2 2025 | Net income $2.5 million; diluted EPS $0.26; margin expansion and strong loan production | |
| Q3 2025 | Net income $3.2 million; diluted EPS $0.32; increased NII; improved efficiency |
Compensation Structure Analysis
- Mix and changes: 2024 CEO base up 5% vs 2023; equity awards granted as 50/50 RSUs and PSUs, with no stock options granted in 2024, consistent with shift toward RSUs/PSUs for retention and performance alignment .
- Pay-for-performance: 2024 STI achievement at 110% of target for CEO driven by revenue/EPS/PTPPNI/PTIM goals plus qualitative scorecard; however, SCT reports $245,100 non‑equity incentive for 2024, reflecting plan timing and accounting; PSUs for 2022 performance cohort paid 0% (target not achieved), demonstrating downside risk .
- Consultant and peers: Compensation Committee retained Alvarez & Marsal for peer benchmarking and plan design guidance in 2024; no consultant conflicts identified .
Risk Indicators & Red Flags
- Pledging: 602,899 shares pledged as loan collateral—a governance and alignment risk given potential forced-sale dynamics in adverse markets .
- Combined CEO/Chair: Potential independence concern mitigated by Lead Independent Director and independent committee leadership .
- Option expiration: 16,500 options (strike $25) expire 12/23/2025; could influence near-term Form 4 activity around expiry .
- PSU outcomes: Several cohorts underperformed (e.g., 2022 period at 0%), reinforcing that equity payouts are sensitive to Operating EPS targets .
Equity Ownership & Director Alignment Policies (Summary)
| Item | Detail |
|---|---|
| CEO ownership | 759,013 shares; 7.8% of outstanding as of 4/11/2025 . |
| Ownership guideline | CEO 6x base salary; 5-year compliance window; post-deadline sale limits until compliant . |
| Anti-hedging/pledging | Prohibited, with limited exceptions subject to pre-approval; derivatives and margin accounts restricted . |
Investment Implications
- Alignment: Very large personal stake and multi-year RSU vesting create holding power; PSUs are directly tied to Operating EPS with downside (0% vesting for some cohorts), aligning realized pay with performance .
- Governance risk: The pledge of 602,899 shares is a notable overhang given potential collateral call dynamics; investors should monitor any amendments to the insider trading/pledging policy and Form 4 activity for deleveraging signals .
- Retention/change-in-control economics: Two-year non‑compete/non‑solicit and 2.99x CIC multiple with full target vesting create meaningful protection; may raise transaction costs in M&A and affect negotiations, but also reduce leadership transition risk .
- Near-term trading catalysts: 12/23/2025 option expiry (16,500 @ $25) and 20% annual RSU tranches could contribute to periodic insider supply; PSU achievement updates (Operating EPS cohorts) may influence forward vesting expectations .
- Performance trend: Sequential improvement in 2025 EPS and profitability, alongside deposit and loan growth, supports near-term operating momentum; however, TSR through 2024 indicates multi-year underperformance versus the 2021 base period used in pay-versus-performance .