Anahaita Kotval
About Anahaita N. Kotval
Anahaita N. Kotval, Esq. (age 57) is an independent director of Bankwell Financial Group (BWFG) since 2023. She is CEO of Lifting Up Westchester (since 2017), and previously served 13 years at RBS Greenwich Capital as Managing Director and General Counsel for its Americas investment bank, after beginning her career as a prosecutor in the SEC’s Enforcement Division. She holds a B.S. magna cum laude in Applied Math & Economics from Brown University and a J.D. cum laude from Harvard Law School, with deep credentials in legal, risk, compliance, and governance in financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission (Enforcement Division) | Prosecutor | Early career | Enforcement and regulatory experience in capital markets |
| RBS Greenwich Capital (Royal Bank of Scotland – Investment Bank, Americas) | Managing Director & General Counsel | 13 years (prior to 2011) | Senior leadership across legal, risk and compliance for investment banking franchise |
| Inspirica, Inc. (nonprofit) | COO & General Counsel | From 2011 | Homeless services operations leadership and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lifting Up Westchester, Inc. | Chief Executive Officer | 2017–present | Oversees community services; governance and risk leadership |
| Pro Bono Partnership | Board Member | Current | Nonprofit governance |
| Non-profit Westchester | Board Member | Current | Nonprofit governance |
| Tompkins Charitable Gift Fund, Inc. | Advisory Board Member | Current | Philanthropic advisory |
| Additional prior nonprofit boards | Various | Prior | My Sister’s Place; Westchester Community Foundation; Fairfield County Community Foundation; Women’s Bond Club of New York; SIFMA Legal & Compliance Division |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees |
|---|---|---|---|
| OneMain Holdings, Inc. (public) | Director | 2012–2018 | Chair, Compliance Committee; Member, Audit and Governance Committees |
- No disclosed interlocks with BWFG competitors/suppliers/customers; no related-party ties indicated for Ms. Kotval in BWFG filings .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Audit Committee membership comprised entirely of independent directors under SEC and Nasdaq rules . |
| Committee Assignments (2024) | Audit Committee member; Audit Committee members: Demos (Chair), Kotval, Seidman . |
| Committee Meeting Counts (2024) | Audit: 12; Compensation: 12; Governance & Nominating: 8; Risk Committee (formed July 2024): 4 . |
| Board Meetings & Attendance (2024) | Board met 10 times; each incumbent director attended at least 75% of Board and all committee meetings on which they served; all current directors attended 2024 Annual Meeting . |
| Board Leadership | Independent Chair role separated from CEO to enhance oversight and agenda setting . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2024 | 53,550 | — | Directors are paid combined retainer for Company/Bank service; chair roles receive additional retainers . |
- Directors may elect to defer 100% of cash fees into the Directors Deferred Compensation Plan, deemed invested in BWFG stock via a Rabbi Trust, paid in stock upon retirement (with limited hardship exceptions) .
Performance Compensation
| Grant/Instrument | Amount/Terms | Vesting/Performance | Notes |
|---|---|---|---|
| Annual restricted stock grant (directors) | 1,800 shares granted to each director on Feb 7, 2025 | Time-based vesting in three equal annual installments commencing Feb 7, 2026 | The Company shifted director grants to February as of 2024; no regular annual grant appears in 2024 table due to timing change . |
| Unvested director restricted stock (as of Dec 31, 2024) | 2,434 unvested shares (Ms. Kotval) | Time-based per prior grants | Unvested totals disclosed by director as of year-end 2024 . |
| Special one-time awards (Dec 11, 2024) | 300 shares for Comp Committee members; 100 shares for Governance members | Vested immediately | Recognized increased committee workload; Audit members (incl. Ms. Kotval) not listed as recipients . |
- Director equity awards are time-based; no director-specific performance metrics disclosed for vesting; performance equity metrics referenced elsewhere apply to executives, not directors .
Expertise & Qualifications
- Financial services legal, risk, and compliance leadership (RBS MD & GC; SEC enforcement background), directly relevant to Audit Committee oversight .
- Nonprofit CEO experience underscores stakeholder engagement and community reputation—material for a regional bank’s governance profile .
- Prior public company board service with audit/compliance committee chair experience (OneMain) enhances board risk/compliance depth .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Ownership Notes |
|---|---|---|---|
| Anahaita N. Kotval | 8,400 | <1% (asterisk in table) | Includes 2,500 shares held jointly with spouse . |
| Unvested Restricted Stock (director) | 2,434 (as of Dec 31, 2024) | — | Outstanding unvested director equity . |
- Director Stock Ownership Guideline: Required to hold BWFG shares equal to at least 3x average annual Board fees over the prior 3 years (or fewer if <3 years), but not less than $150,000; must be achieved by the second anniversary after initial election/appointment; directors must retain vested shares until compliance achieved. Company states all directors with ≥2 years of service meet the requirement (Ms. Kotval joined in 2023 and is within the standard compliance window) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging BWFG securities and from holding BWFG securities in margin accounts or pledging them as collateral—reducing alignment and liquidity-risk concerns .
- Ownership context: Total shares outstanding 7,888,942 as of March 27, 2025 (beneficial ownership table basis) .
Related-Party Exposure and Conflicts
- Policy: Governance & Nominating Committee must review/approve related party transactions >$50,000, considering independence impacts and arm’s-length terms .
- Disclosures: Filing notes a de minimis (<$50,000) legal services engagement related to Director Leitão before his election; no director-related transactions beyond this are disclosed—no mention of Ms. Kotval .
Governance Assessment
-
Strengths
- Independent Audit Committee membership with 12 meetings in 2024; Ms. Kotval’s legal/regulatory background aligns with audit, compliance, and risk oversight needs .
- Board structure features independent Chair and clear separation from CEO, supporting effective oversight; strong attendance record across the board in 2024 .
- Director equity grants and ownership guidelines (3x fees minimum $150k) plus anti-hedging/anti-pledging policy support alignment with shareholders .
-
Watch items / potential risks
- Newly formed Risk Committee (July 2024) with four meetings—positive step but early in maturation; membership details not provided in cited extracts .
- No director-specific performance conditions on equity (time-based only) for directors; while typical, investors focused on robust pay-for-performance may prefer greater performance linkage even at board level .
-
Red flags
- None identified for Ms. Kotval: no related-party transactions disclosed; no pledging/hedging permitted; independence affirmed via committee composition .
Appendix: Committee & Meeting Summary (Context)
| Committee | Chair | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Demos | 12 | Members independent; members: Demos (Chair), Kotval, Seidman; Demos qualifies as “audit committee financial expert” . |
| Compensation | Dale | 12 | Members: Dale (Chair), Lampert, Porto; independent; independent consultant Pearl Meyer retained . |
| Governance & Nominating | Porto | 8 | Members: Dale, Lampert, Leitão, Porto (Chair); independent . |
| Risk (formed July 2024) | — | 4 | Board-level ERM, operational, cyber oversight; formation reflects enhanced risk oversight focus . |
Director Compensation Detail (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Anahaita N. Kotval | 53,550 | — | 53,550 |
- 2025 annual director grant: 1,800 shares per director; vests in three equal annual installments beginning Feb 7, 2026 .
- Unvested director shares (12/31/24): 2,434 (Ms. Kotval) .
- Special Dec 11, 2024 awards: 300 shares to Compensation Committee members and 100 shares to Governance Committee members; vested immediately (Ms. Kotval is not listed on those committees) .
All citations refer to BWFG DEF 14A (Proxy Statement) filed Apr 8, 2025:
- Biography, education, external roles
- Director slate, age, director-since
- Board structure
- Attendance and meeting counts
- Committees and Audit membership
- Compensation Committee and Governance Committee composition
- Risk Committee formation
- Director compensation policy, deferred plan
- Director compensation table, unvested shares, Feb 7, 2025 grants, special awards
- Beneficial ownership table, joint holdings footnote, shares outstanding basis
- Related-party transactions policy and disclosures (no mention of Kotval)