Thomas Gart
About Thomas A. Gart
Thomas A. Gart (age 66) is an independent director of First Western Financial, Inc. (MYFW), serving on the Board since 2013. He is President of The Gart Companies, a private equity investment firm focused on real estate and specialty retail; previously he was President and COO of Gart Brothers Sporting Goods (1985–1992). He holds a BA with honors from Stanford University and an MBA from Harvard Business School, and brings deep financial, real estate, and specialty retail expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gart Companies | President; co-founder | 1993–present | Private equity investing across real estate and specialty retail |
| Gart Brothers Sporting Goods Company | President & COO | 1985–1992 | Led operations until sale in 1992; family-owned business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Jewish Hospital | Board member | Current | Community/healthcare governance |
| The Eagle River Fund | Board member | Current | Philanthropy |
| Highline Canal Conservancy | Board member | Current | Conservation governance |
| The Nature Conservancy (Colorado Chapter) | Emeritus Board member | Prior | Conservation leadership |
| World Presidents Organization (WPO) | Member | Current | CEO network engagement |
Board Governance
- Independence: The Board affirmatively determined that all directors except Ms. Courkamp and Mr. Wylie are independent; Gart is independent under Nasdaq rules .
- Committee assignments: 2024 committees were Audit (Caponi—Chair, Latimer, Robinson), Compensation (Hamill—Chair, Caponi, Duncan), and Corporate Governance & Nominating (Zimlich—Chair, Latimer, Mitchell, Smith). Gart is not listed as a member of these standing Board committees .
- Attendance: In 2024 each director attended at least 75% of the aggregate Board and committee meetings to which they were assigned; eight directors attended the 2024 annual meeting .
- Leadership structure: Combined Chair/CEO (Wylie) with a Lead Independent Director (Zimlich) overseeing executive sessions and shareholder engagement .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Vesting/Notes |
|---|---|---|
| Annual Board retainer (per director) | $45,000 ($25,000 RSUs; $20,000 cash) | RSUs vest 20% annually over five years; cash paid per schedule |
| Per Board meeting attended | $800 | Cash |
| Annual committee chair retainers | Audit $8,000; Compensation $5,000; Governance $5,000 | Cash |
| Annual committee member retainers | Audit & Trust $5,000; Comp & Gov $4,000 | Cash |
| Per committee meeting attended | Member $500; Audit/Trust Chair $800; Comp/Gov Chair $700 | Cash |
| Gart’s 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $36,600 |
| Stock awards (RSUs) | $25,000 |
| Total | $61,600 |
- Directors do not receive compensation for Bank board service beyond the schedule above; travel/lodging reimbursement is provided .
Performance Compensation (Directors)
| Element | Metric | Target/Threshold | Outcome |
|---|---|---|---|
| Annual RSU grant | Time-based vesting | 20% per year over 5 years | No performance conditions (retention/alignment) |
- No director performance-based (PSU) awards are disclosed; director equity is time-based only .
Other Directorships & Interlocks
- The proxy biography does not list any current public-company directorships for Gart; current external roles are in non-profit organizations (see above) .
- No disclosed interlocks with competitors, suppliers, or customers beyond the related-party lease noted below .
Expertise & Qualifications
- Financial and private equity background; deep real estate and specialty retail experience; family business leadership .
- Education: BA (Stanford), MBA (Harvard) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct common stock | 19,642 | |
| Indirect (Gart Investments) | 72,909 | Gart serves as Managing Partner |
| Options exercisable within 60 days | 3,230 | Stock options |
| RSUs vesting within 60 days | 1,040 | Time-based RSUs |
| Total beneficial ownership | 96,821 | 1.0% of outstanding shares |
- Ownership guideline: Non‑employee directors must own $250,000 of MYFW stock within five years of joining the Board; ongoing sale limitations apply for non‑compliant directors .
- Hedging/pledging: Policy prohibits hedging/pledging, short sales, and derivative trading, subject to limited pre‑approval exceptions. Wylie has pledged shares; no pledging disclosure is noted for Gart in footnotes .
Related‑Party Transactions and Conflicts
- The Company leases office space from entities controlled by Gart; payments were $622,000 (2024) and $561,000 (2023) for rent and related expenses. Transactions are reviewed under a formal related‑party policy aligned with SEC/Nasdaq rules and banking regulations (Reg O; FRB 23A/23B) .
- Historical disclosure: Prior proxies disclosed lease payments to a Gart-controlled entity (e.g., $280,000 in 2018) .
RED FLAG: Ongoing related‑party leases with entities controlled by a sitting director (Gart) create potential conflict-of-interest optics. While the Company states transactions are on market terms and subject to policy oversight, investors should monitor committee approvals, competitive bidding, and disclosure clarity .
Governance Assessment
- Independence and engagement: Gart is independent; the Board reports ≥75% attendance per director in 2024—supportive of effectiveness .
- Committee influence: Gart is not on Audit, Compensation, or Corporate Governance & Nominating—limiting direct committee oversight roles; however, overall committee structures and charters appear robust .
- Alignment and incentives: Director pay mix includes fixed cash plus time‑vested RSUs; director stock ownership guideline ($250k) promotes alignment .
- Shareholder signals: 2024 say‑on‑pay support was ~67%, indicating moderate shareholder scrutiny of executive pay; the Board and Compensation Committee increased disclosure and added PSUs for NEOs, not directors .
- Compensation governance: 2025 Omnibus Incentive Plan features governance protections (no repricing, one‑year minimum vesting with limited exceptions, clawback policy, no tax gross‑ups, double‑trigger vesting on change‑in‑control), which supports investor confidence though director awards remain time‑based .