Bankwell Financial Group (BWFG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with proposals to elect 10 directors, advisory votes on executive compensation and its frequency, and ratification of the independent auditor.

• Shareholders of record as of March 26, 2026, are entitled to vote; 7,973,180 shares outstanding.

• Proxy materials are provided online, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of RSM US LLP as auditor.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for auditor ratification.

• Shareholder proposals for the 2027 meeting must be received by December 8, 2026.

Board of directors and corporate governance

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

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

• Board diversity is monitored, with ongoing efforts to recruit women and minority candidates.

• All directors except the CEO are independent under Nasdaq rules.

• Directors must hold shares equal to at least three times their average annual board fees.

• Anti-hedging and anti-pledging policies are in place for directors and officers.