SHAREHOLDERS EQUITY

6 Months Ended

Jun. 30, 2022

SHAREHOLDERS EQUITY

SHAREHOLDERS EQUITY

NOTE 10 - 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 (though certain voting restrictions may exist on non-vested restricted stock) held.

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 offerings, any combination of common stock, preferred stock, debt securities, warrants, depository shares and units, up to a maximum aggregate offer price of $100 million.

On November 3, 2020, the Company announced that its board of directors authorized the repurchase of up to 400,000 shares of the Company’s common stock, no par value (the "2020 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 2020 Repurchase Plan. The 2020 Repurchase Plan was in effect for a one-year period, with the timing of purchases and the number of shares repurchased under the program dependent upon a variety of factors including price, trading volume, corporate and regulatory requirements, and market conditions. The 2020 Repurchase Plan expired in November 2021. During the year ended December 31, 2021, the Company did not repurchase any shares under the 2020 Repurchase Plan.

During the six months ended June 30, 2022 and 2021, the Company sold no shares of common stock.

Restricted Stock Awards

In 2017, the Company issued 105,264 shares of common stock ("Restricted Stock Awards") with a value of $3.0 million to the sole member of EMC Holdings, LLC ("EMC"), subject to forfeiture based on his continued employment with the Company. Half of the Restricted Stock Awards ($1.5 million or 52,632 shares) vests ratably over five years. The remaining $1.5 million, or 52,632 shares, may be earned based on performance of the mortgage division of the Company. The performance based awards fully vested in the second quarter of 2020.

As of June 30, 2022, the Restricted Stock Awards have a weighted-average grant date fair value of $28.50 per share. During the three months ended June 30, 2022 and 2021, the Company recognized compensation expense of $0.1 million for the Restricted Stock Awards. During the six months ended June 30, 2022 and 2021, the Company recognized compensation expense of $0.2 million for the Restricted Stock Awards. As of June 30, 2022, the Company has $0.1 million of unrecognized stock-based compensation expense related to the shares issued, which is expected to be recognized over a weighted average period of less than one year. No restricted Stock Awards vested during the six months ended June 30, 2022 or 2021.

Stock-Based Compensation Plans

The 2008 Stock Incentive Plan ("the 2008 Plan") was frozen in connection with the adoption of the 2016 Plan and no new awards may be granted under the 2008 Plan. As of June 30, 2022, there were a total of 202,565 shares available for issuance under the First Western Financial, Inc. 2016 Omnibus Incentive Plan ("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 six months ended June 30, 2022 and 2021.

During the three and six months ended June 30, 2022, the Company recognized no stock based compensation expense associated with stock options. During the three and six months ended June 30, 2021, the Company recognized an immaterial amount of stock based compensation expense associated with stock options. As of June 30, 2022, the Company has no unrecognized stock-based compensation expense related to stock options.

The following presents activity for nonqualified stock options during the six months ended June 30, 2022:

					Weighted
			Weighted		Average
	Number		Average		Remaining		Aggregate
	of		Exercise		Contractual		Intrinsic
	Options		Price		Term		Value
Outstanding as of December 31, 2021		308,574	$	29.21
Granted		—		—
Exercised		(6,809)		21.47
Forfeited or expired		(116,100)		40.00
Outstanding as of June 30, 2022		185,665		22.75		2.6		(1)
Options fully vested / exercisable as of June 30, 2022		185,665		22.75		2.6		(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 June 30, 2022, there were 185,665 options that were exercisable. Exercise prices are between $20.00 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 2023 and 2026.

Restricted Stock Units

Pursuant to the 2016 Plan, the Company can 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, the Financial Performance Units, and the Market Performance Units during the six months ended June 30, 2022:

	Time	Financial	Market
	Vesting	Performance	Performance
	Units	Units	Units
Outstanding as of December 31, 2021	249,821	183,483	13,746
Granted	126,004	64,629	—
Vested	(75,220)	(12,100)	—
Forfeited	(14,007)	(12,086)	(13,746)
Outstanding as of June 30, 2022	286,598	223,926	—

During the three months ended June 30, 2022, the Company issued 53,461 shares of common stock upon the settlement of Restricted Stock Units. The remaining 21,345 shares were surrendered with a combined market value at the dates of settlement of $0.7 million to cover employee withholding taxes. During the six months ended June 30, 2022, the Company issued 61,686 shares of common stock upon the settlement of Restricted Stock Units. The remaining 25,634 shares were surrendered with a combined market value at the dates of settlement of $0.8 million to cover employee withholding taxes. During the three months ended June 30, 2021, the Company issued 36,932 shares of common stock upon the settlement of Restricted Stock Units. The remaining 14,545 shares were surrendered with a combined market value at the dates of settlement of $0.4 million to cover employee withholding taxes. During the six months ended June 30, 2021, the Company issued 43,059 shares of common stock upon the settlement of Restricted Stock Units. The remaining 17,369 shares were surrendered with a combined market value at the dates of settlement of $0.4 million to cover employee withholding taxes.

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 126,004 Time Vesting Units with a five-year service period during the six months ended June 30, 2022 that vest in equal installments of 20% on the anniversary of the grant date, assuming continuous employment through the scheduled vesting dates. During the three months ended June 30, 2022 and 2021, the Company recognized compensation expense of $0.4 million for the Time Vesting Units. During the six months ended June 30, 2022 and 2021, the Company recognized compensation expense of $0.9 million and $0.8 million, respectively, for the Time Vesting Units. As of June 30, 2022, there was $6.4 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 2.2 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 June 30, 2022 (dollars in thousands, except share amounts):

Grant Period	Threshold Accrual	Maximum Issuable Shares at Current Threshold	Unrecognized Compensation Expense		Weighted-Average (1)	Financial Metric End Date	Vesting Requirement End Date
May 1, 2019 through April 30, 2020	150%	76,797	$	242	1.6 years	December 31, 2021	December 31, 2023
May 1, 2020 through December 31, 2020, excluding November 18, 2020	150%	76,886		345	2.5 years	December 31, 2022	December 31, 2023
On November 18, 2020	134%	29,212		278	2.4 years	December 31, 2022	50% November 18, 2023 & 2025
May 3, 2021 through August 11, 2021	150%	56,148		735	3.5 years	December 31, 2023	December 31, 2025
On May 2, 2022	79%	49,127		2,988	4.5 years	December 31, 2024	December 31, 2026

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⁽¹⁾ Represents the expected unrecognized stock-based compensation expense recognition period.

The following presents the Company’s Financial Performance Units activity during the periods presented (dollars in thousands, except share amounts):

	Units Granted				Compensation Expense Recognized
	Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
Grant Period	2022		2021		2022		2021			2022	2021
Prior to May 1, 2019		—		—	$	—		3		—	$	18
May 1, 2019 through April 30, 2020		—		—		29		61		90		117
May 1, 2020 through December 31, 2020, excluding November 18, 2020		—		—		29		54		82		109
On November 18, 2020				—		(2)		30		28		64
May 3, 2021 through August 11, 2021		—		41,366		58		57		139		57
On May 2, 2022		64,629		—		58		—		58		—

Market Performance Units

Market Performance Units were granted to certain key associates and are earned based on growth in the value of the Company’s common stock, and were dependent on the Company completing an initial public offering of stock during a defined period of time. On July 23, 2018, the Company completed its initial public offering and the Market Performance Units performance condition was met. Subsequent to the performance condition there is also a market condition as a vesting requirement for the Market Performance Units which affects the determination of the grant date fair value. The Company estimated the grant date fair value using various valuation assumptions. During the three and six months ended June 30, 2022 and 2021, the Company recognized an immaterial amount of compensation expense for the Market Performance Units. As of June 30, 2022, the Company has no unrecognized compensation expense related to the Market Performance Units.

If the Company’s common stock is trading at or above certain prices, over a performance period which ended on June 30, 2020, the Market Performance Units would have been determined to be earned and vest following the completion of a subsequent service period, which ended on June 30, 2022. The Company’s common stock did not trade at or above the required prices over the performance period and as a result, no Market Performance Units were eligible to be earned.