Bankwell Financial Group (BWFG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to elect 10 directors, approve an advisory vote on executive compensation, and ratify the selection of RSM US LLP as independent auditors.

• Shareholders of record as of March 27, 2025, are entitled to vote; 7,888,942 shares outstanding.

• Proxy materials are provided online, with options to vote via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation, and auditor ratification.

• Shareholder proposals for the 2025 proxy must be received by December 9, 2025.

• Shareholders can nominate directors or bring business before the meeting with proper notice.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse backgrounds in law, finance, technology, and community service.

• Board leadership is separated: non-management Chairman and CEO roles.

• Board diversity includes one female and one Asian director; diversity is considered in nominations.

• All directors except the CEO are independent; director share ownership and anti-hedging policies in place.

• Standing committees: Audit, Compensation, Governance and Nominating, and Risk.