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SHAREHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS’ EQUITY
Common Stock
The Company’s common stock has no par value and each holder of common stock is entitled to one vote for each share held (though certain voting restrictions may exist on non-vested restricted stock).
On June 13, 2024, the Company announced that its board of directors authorized the repurchase of up to 200,000 shares of the Company’s common stock, no par value, from time to time, within one year (the “2024 Repurchase Plan”) and that the Board of Governors of the Federal Reserve System advised the Company that it has no objection to the Company’s 2024 Repurchase Plan. The Company may repurchase shares in privately negotiated transactions, in the open market, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 promulgated by the Securities and Exchange Commission, or otherwise in a manner that complies with applicable federal securities laws. The 2024 Repurchase Plan does not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice. During the three months ended September 30, 2024, the Company repurchased 5,501 shares under the authorization of the 2024 Repurchase Plan. As of September 30, 2024, there were 194,499 shares available for repurchase under the plan.
On January 6, 2022, the Company filed a Form S-3 Registration Statement with the SEC providing that the Company may offer and sell from time to time, separately or together, in multiple series or in one or more offering, any combination of common stock, preferred stock, debt securities, warrants, depository shares and units, up to a maximum aggregate offer price of $100 million. During the three and nine months ended September 30, 2024, the Company sold no shares of common stock.
Stock-Based Compensation Plans
The 2008 Stock Incentive Plan ("the 2008 Plan") was frozen in connection with the adoption of First Western Financial, Inc. 2016 Omnibus Incentive Plan (“the 2016 Plan”) and no new awards may be granted under the 2008 Plan. Remaining shares not issued under the 2008 Plan poured into the 2016 Plan. As of September 30, 2024, there were a total of 409,857 shares available for issuance under the 2016 Plan. If the Awards outstanding under the 2008 Plan or the 2016 Plan are forfeited, cancelled or terminated with no consideration paid to the Company, those amounts will increase the number of shares eligible to be granted under the 2016 Plan.
Stock Options
The Company did not grant any stock options during the nine months ended September 30, 2024 and 2023.
During the three and nine months ended September 30, 2024 and 2023, the Company recognized no stock based compensation expense associated with stock options. As of September 30, 2024, the Company has no unrecognized stock-based compensation expense related to stock options.
The following presents activity for nonqualified stock options during the nine months ended September 30, 2024:
Number
of
Options		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term		Aggregate
Intrinsic
Value
Outstanding as of December 31, 2023130,936$23.79 
Granted—— 
Exercised— — 
Forfeited or expired(49,175)21.28 
Outstanding as of September 30, 202481,76125.29 1.25
(1)
Options fully vested / exercisable as of September 30, 202481,76125.29 1.25
(1)
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(1)Nonqualified stock options outstanding at the end of the period and those fully vested/exercisable had immaterial aggregate intrinsic values.
As of September 30, 2024, there were 81,761 options that were exercisable. Exercise prices are between $24.32 and $27.00 per share, and the options are exercisable for a period of ten years from the original grant date and expire on various dates between 2025 to 2026.
Restricted Stock Units
Pursuant to the 2016 Plan, the Company may grant associates and non-associate directors long-term cash and stock-based compensation. Historically, the Company has granted certain associates restricted stock units which are earned over time or based on various performance measures and convert to common stock upon vesting, which are summarized here and expanded further below.
The following presents the activity for the Time Vesting Units and the Financial Performance Units during the nine months ended September 30, 2024:
Time
Vesting
Units		Financial
Performance
Units
Outstanding as of December 31, 2023242,524291,416
Granted75,07042,805
Vested(65,765)(59,449)
Forfeited (26,848)(64,769)
Outstanding as of September 30, 2024224,981210,003
During the three months ended September 30, 2024, the Company issued 9,054 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 2,776 shares, with a combined market value at the dates of settlement of $46 thousand, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. During the nine months ended September 30, 2024, the Company issued 88,419 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 36,795 shares, with a combined market value at the dates of settlement of $0.7 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. During the three months ended September 30, 2023, the Company issued 8,638 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 3,580 shares, with a combined market value at the dates of settlement of $0.1 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. During the nine months ended September 30, 2023, the Company issued 52,509 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 20,381 shares, with a combined market value at the dates of settlement of $0.4 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance.
Time Vesting Units
Time Vesting Units are granted to full-time associates and board members at the date approved by the Company’s board of directors. The Company granted 75,070 Time Vesting Units during the nine months ended September 30, 2024. During the three months ended September 30, 2024 and 2023, the Company recognized compensation expense of $0.4 million for the Time Vesting Units. During the nine months ended September 30, 2024 and 2023, the Company recognized compensation expense of $1.1 million and $1.2 million, respectively, for the Time Vesting Units. As of September 30, 2024, there was $4.2 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 3.2 years.
Financial Performance Units
Financial Performance Units are granted to certain key associates and are earned based on the Company achieving various financial performance metrics. If the Company achieves the financial metrics, which include various thresholds from 0% up to 150%, then the Financial Performance Units will have a subsequent vesting period.
The following presents the Company’s existing Financial Performance Units as of September 30, 2024 (dollars in thousands, except share amounts):
Grant PeriodThreshold AccrualMaximum Issuable
Shares at Current
Threshold		Unrecognized Compensation
Expense
Weighted-Average (1)
Financial Metric End DateVesting Requirement End Date
May 1, 2020 through December 31, 2021, excluding November 18, 2020150 %55,517$37,147 0.3 yearsDecember 31, 2022December 31, 2024
On November 18, 2020114 10,76040,753 1.1 yearsDecember 31, 2022
50% November 18, 2023 & 2025
May 3, 2021 through August 11, 202155 15,721108,094 1.3 yearsDecember 31, 2023December 31, 2025
May 2, 2022 through November 2, 2022, excluding August 4, 2022 (2)
— — — 2.3 yearsDecember 31, 2024December 31, 2026
On August 4, 2022 (3)
33 9,090127,346 2.3 yearsDecember 31, 2024December 31, 2026
On May 1, 2023 (2)
— — — 3.3 yearsDecember 31, 2025December 31, 2027
On May 1, 2024100 40,224620,922 4.3 yearsDecember 31, 2026December 31, 2028
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(1)Represents the expected unrecognized stock-based compensation expense recognition period.
(2) As the performance threshold is not expected to be met in future performance periods, there is no related unrecognized compensation as of September 30, 2024.
(3) Performance threshold was not met for the years ended December 31, 2022 and 2023. As of September 30, 2024, the 100% threshold is expected to be met for the year ended December 31, 2024.
The following table presents the Company’s Financial Performance Units activity for the periods noted (dollars in thousands, except share amounts):
Units GrantedCompensation Expense Recognized
Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
Grant Period202420232024202320242023
May 1, 2019 through April 30, 2020—22,577$— $(18)$— $65 
May 1, 2020 through December 31, 2021, excluding November 18, 2020—24,23037 29 (11)115 
On November 18, 2020—2,9219 91 19 131 
May 3, 2021 through August 11, 2021——22 10 (64)(81)
May 2, 2022 through November 2022, excluding August 4, 2022(1)
—322— — — — 
On August 4, 2022 (2)
——14 14 42 19 
On May 1, 2023 (1)
—52,117— — — — 
On May 1, 202442,805—36 — 61 — 
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(1) Performance threshold was not met for the three and nine months ended September 30, 2024 and 2023, therefore, no compensation expense was recognized for the three and nine month periods ended September 30, 2024 and 2023.
(2) Performance threshold was not met for the years ended December 31, 2022 and December 31, 2023. As of September 30, 2024, the threshold is expected to be met for the year ended December 31, 2024.