Christine Chivily
About Christine Chivily
Christine A. Chivily is Executive Vice President and Chief Credit Officer at Bankwell Financial Group (BWFG). She joined Bankwell in April 2013 and has over 40 years of banking and real estate finance experience, including risk management for CRE and C&I portfolios at People’s United Bank; five years as Director of Freddie Mac’s New England region for multifamily; and 11 years as Senior Credit Officer at RBS Greenwich Capital; she holds a B.A. from Mt. Holyoke College . The company’s bonus determinations reference core performance metrics such as ROAA, ROTCE, net interest margin, capital ratios, noninterest expense/avg assets, and tangible book value; for 2024 BWFG recorded ROAA 0.31%, ROTCE 3.64%, NIM 2.70%, CET1 9.60%, Total Capital (Bank) 12.70%, noninterest expense/avg assets 1.60%, and fully diluted tangible book value $34.09, while 2023 metrics were ROAA 1.13%, ROTCE 14.70%, NIM 2.98%, CET1 9.28%, Total Capital (Bank) 12.32%, noninterest expense/avg assets 1.55%, and fully diluted tangible book value $33.39 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| People’s United Bank | Risk management for CRE and C&I loan portfolios | — | Portfolio credit/risk oversight |
| Freddie Mac | Director, New England region, multifamily properties | 5 years | Regional leadership for multifamily lending |
| RBS Greenwich Capital | Senior Credit Officer | 11 years | Institutional credit leadership |
| Various banking institutions | Lending, loan admin, workouts | 10+ combined | Credit/lending execution across institutions |
External Roles
No public company directorships or external roles disclosed for Ms. Chivily .
Fixed Compensation
| Year | Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2021 | 300,000 | 9,819 |
| 2022 | 310,000 | 18,678 |
| 2023 | 320,000 | 22,607 |
| 2024 | 320,000 | 23,522 |
Notes:
- All Other includes 401(k) matching, life/AD&D insurance premiums, and BOLI imputed income; 2024 detail: $10,350 match, $6,858 life/AD&D, $1,384 BOLI .
Performance Compensation
Annual Cash Bonus Program (targets and outcomes)
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Payout (% of Target) | Actual Bonus ($) |
|---|---|---|---|---|---|
| 2023 | 320,000 | 30% | 96,000 | 130% | 125,000 |
| 2024 | 320,000 | 30% | 96,000 | 50% | 48,000 |
2023 bonus determinations considered ROAA 1.13%, ROTCE 14.70%, NIM 2.98%, noninterest expense/avg assets 1.55%, Total Capital (Bank) 12.32%, CET1 9.28%, and FD tangible book value $33.39 . 2024 awards were reduced, with the Compensation Committee citing the impact of credit charge-offs, and considered ROAA 0.31%, ROTCE 3.64%, NIM 2.70%, noninterest expense/avg assets 1.60%, Total Capital (Bank) 12.70%, CET1 9.60%, and FD tangible book value $34.09 .
Long-Term Equity Incentives (grant structure and vesting)
Restricted stock awards are granted annually with 50% service-based vesting in three equal annual tranches and 50% performance-based vesting in three annual tranches. Performance-vesting can vest 0–200% per tranche for grants prior to 2024, and 0–150% starting with 2024 grants; Committee assessments use ROAA and other financial measures, compared to peers for 2024+ .
| Grant Date | Grant-Date Per Share Value ($) | Service-Vesting Shares (#) | Performance-Vesting Shares (#) | Initial Time-Based Vesting Date |
|---|---|---|---|---|
| 1/4/2021 | 18.97 | 2,916 | 2,915 | 1/2/2022 |
| 1/13/2022 | 34.29 | 2,056 | 2,055 | 2/7/2023 |
| 7/1/2022 | 31.48 | 2,500 | 2,500 | 2/7/2023 |
| 1/25/2023 | 30.07 | 2,295 | 2,294 | 2/7/2024 |
| 2/7/2024 | 24.62 | 2,447 | 2,447 | 2/7/2025 |
Performance-vesting outcomes:
| Year of Vesting | Performance Shares at Target (#) | Value at Target ($) | Above Target (#) | Value Above Target ($) |
|---|---|---|---|---|
| 2023 (assessing 2022 & 2023) | 2,990 | 84,673 | 2,990 | 84,673 |
| 2024 (assessing 2023) | 3,254 | 85,427 | 0 | 0 |
Stock awards fair value granted (FASB ASC 718):
| Year | Stock Awards ($) |
|---|---|
| 2021 | 110,614 |
| 2022 | 298,366 |
| 2023 | 137,991 |
| 2024 | 174,972 |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Outstanding | Chivily Beneficially Owned (#) | % of Class (computed) |
|---|---|---|---|
| 4/1/2022 | 7,761,338 | 23,141 | 0.30% (calc: 23,141/7,761,338) |
| 4/6/2023 | 7,843,438 | Not listed; appears under group table header—see 2022/2024/2025 entries | |
| 4/4/2024 | 7,908,180 | 34,361 | 0.43% (calc: 34,361/7,908,180) |
| 3/27/2025 | 7,888,942 | 24,711 | 0.31% (calc: 24,711/7,888,942) |
Directors/officers must comply with an executive stock ownership policy requiring 1x base salary for executive officers (2x for CEO), with retention of vested shares until the threshold is met; policy also prohibits hedging and pledging and forbids holding BWFG securities in margin accounts . No options are outstanding for NEOs; the equity program is entirely restricted stock-based .
Outstanding Equity Awards at 2024 Fiscal Year-End (as of 12/31/2024)
| Grant Date | Unvested Time-Based Shares (#) | Market Value ($) | Unearned Performance Shares at Target (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 1/13/2022 | 685 | 21,338 | 685 | 21,338 |
| 7/1/2022 | 834 | 25,979 | 834 | 25,979 |
| 1/25/2023 | 1,530 | 47,660 | 1,529 | 47,628 |
| 2/7/2024 | 2,447 | 76,224 | 2,447 | 76,224 |
Notes:
- Market values use $31.15 closing price on 12/31/2024 .
- Equity compensation plan shares available for future issuance as of 12/31/2024: 477,482 .
Employment Terms
| Term | Detail |
|---|---|
| Title | EVP and Chief Credit Officer |
| Employment start date | April 2013 |
| Contract term | One-year term, renews annually each Jan 1 with Company notice by Oct 1 |
| Base salary | $320,000 (2023–2024); prior $310,000 (2022); $300,000 (2021) |
| Target annual bonus | 30% of base salary |
| Non-compete / non-solicit | 6 months post-termination (12 months for CEO) |
| Severance (change-in-control) | Double-trigger; lump sum 2x salary + target bonus plus pro-rated target bonus for year of termination; COBRA reimbursement (difference between active cost and COBRA cost) |
| 280G treatment | Best-net cutback: greatest after-tax of full 280G payments vs $1 below excise-tax threshold |
| Clawback | Incentive-based compensation subject to clawback under SEC/Nasdaq Section 10D policy (adopted Oct 2023; ongoing) |
| Stock ownership policy | 1x salary for execs; retain vested shares until threshold met |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; no margin accounts |
| Benefits | 401(k) with Company match (50% of first 6% of contributions; aggregate match $287,423 in 2023, $337,599 in 2024); supplemental disability; split-dollar life insurance up to $250,000; life/AD&D premiums disclosed in All Other Comp |
Compensation Summary (NEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2021 | 300,000 | 135,000 | 110,614 | 9,819 | 555,433 |
| 2022 | 310,000 | 162,750 | 298,366 | 18,678 | 789,794 |
| 2023 | 320,000 | 125,000 | 137,991 | 22,607 | 605,598 |
| 2024 | 320,000 | 48,000 | 174,972 | 23,522 | 566,494 |
Investment Implications
- Pay-for-performance calibration: 2024 cash bonus was 50% of target ($48k) vs 130% in 2023 ($125k), reflecting weaker credit outcomes and below-target performance metrics; long-term equity shifted to tighter maxima (150%) from 2024, increasing discipline and reducing payout sensitivity to outlier years .
- Retention profile: Significant unvested and unearned restricted stock (time-based and performance tranches across 2022–2024 grants) plus ongoing annual grants create multi-year vesting cliffs, supporting retention and alignment; no options outstanding reduces near-term exercise-driven selling pressure .
- Alignment and risk controls: Executive ownership policy (1x salary), mandatory retention of vested shares until compliant, and a strict anti-hedging/anti-pledging policy strengthen alignment and mitigate governance red flags from pledging/hedging .
- Transaction economics: Double-trigger CoC severance at 2x salary+target bonus plus pro-rata bonus and COBRA support may influence sale negotiations and retention in a change-of-control; 280G best-net approach avoids shareholder-unfriendly gross-ups .
- Execution risk signals: The Compensation Committee explicitly cited credit charge-offs in 2024 when reducing awards; continued performance-vesting outcomes at 100% of target for 2024 (assessing 2023) indicate normalized performance but not outperformance; investors should monitor credit trends and their impact on ROAA/ROTCE which directly feed cash and equity vesting .