Carl Porto

About Carl M. Porto

Carl M. Porto, Esq. is an independent director of Bankwell Financial Group, Inc. (BWFG), age 82 and serving on the board since 2015. He is an attorney and former Managing Principal of Parrett, Porto, Parese & Colwell, P.C. (1969–2018), with prior board service at The Bank of New Haven, Start Bank (now New Haven Bank), Citizens Bank of Connecticut and Citizens Bank of Rhode Island. Porto holds a B.A. from Boston University and a J.D. from the University of Connecticut School of Law; he is a member of the Connecticut Bar Association and the New Haven County Bar Association .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Governance & Nominating Committee Chair. Both committees are composed entirely of independent directors; Compensation met 12 times in 2024; Governance & Nominating met 8 times in 2024 .
• Audit Committee composition (for context): Demos (Chair), Kotval, Seidman; Porto is not listed as a member .
• Board activity and attendance: The Board met 10 times in 2024, and each incumbent director attended at least 75% of total Board and assigned committee meetings; all current directors attended the 2024 Annual Meeting .
• Independence and governance: BWFG’s Corporate Governance Guidelines restrict directors to service on no more than four public company boards and adopt anti-hedging and anti-pledging policies. All directors who have served at least two years meet the director stock ownership requirement (≥3x average annual Board fees, min $150,000) .
• Proxy authority: The 2025 proxy card names Todd H. Lampert and Carl M. Porto as the persons authorized to act as proxies at the Annual Meeting .
• Say-on-pay: Shareholders supported executive compensation at 89.1% approval at the 2024 annual meeting (company-level governance signal) .

Fixed Compensation

Director Equity Grants and Special Awards

• Annual director restricted stock grants moved to February starting in 2024. On February 7, 2025, 1,800 shares of common stock were granted to each director; these vest in three substantially equal annual installments commencing on February 7, 2026 .
• Special awards approved December 11, 2024: 300 shares for Compensation Committee members and 100 shares for Governance Committee members, in recognition of increased committee activity; these special awards vested immediately. Porto serves on the Compensation Committee and chairs Governance & Nominating, making him eligible for these awards .

Performance Compensation

• No director-specific performance metrics disclosed for equity; director restricted stock is time-based with the special 2024 committee awards vesting immediately .

Other Directorships & Interlocks

• No current public company directorships disclosed for Porto; no compensation committee interlocks or insider participation among BWFG executives noted by the company .

Expertise & Qualifications

• Legal/compliance expertise from decades of practice and firm leadership .
• Prior bank board experience across multiple institutions (New Haven, Start/New Haven Bank, Citizens CT/RI) .
• Formal legal education (Boston University B.A.; University of Connecticut School of Law J.D.) and active bar association memberships .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with dual committee responsibilities—Compensation member and Governance & Nominating Chair—supporting board composition, nomination, succession, and pay oversight; both committees are fully independent .
  • Active engagement: Board met 10x; committees met 8–12x; directors met attendance thresholds and all attended the 2024 Annual Meeting .
  • Ownership alignment: Meets director ownership guideline; holds meaningful unvested restricted stock; anti-hedging/anti-pledging policies in place .
  • Compensation oversight utilizes independent consultant Pearl Meyer; committee concluded programs do not create material adverse risk .

• Potential Risks/Conflicts

  • No related-party transactions disclosed involving Porto; related-party oversight resides with Governance & Nominating (which he chairs), with formal policy at ≥$50,000 thresholds. Notably, a small legal services engagement involved another director’s firm pre-election (<$50,000); none involve Porto .
  • Board nomination rights for a significant shareholder (Seidman) continue while ≥5% ownership is maintained, which can influence board dynamics (company-level governance consideration) .

• Indicators

  • Say-on-pay support of 89.1% suggests investor acceptance of compensation governance (company-level) .
  • Proxy card authorization underscores Porto’s central governance role (co-proxy) .

RED FLAGS: None identified specific to Porto in the latest proxy—no pledging, no hedging, no related-party transactions, and committee independence affirmed .