Christopher Gruseke
About Christopher Gruseke
Christopher R. Gruseke, age 64, has served as Chief Executive Officer of Bankwell Financial Group, Inc. (and Bankwell Bank) and as a director since February 2015; he joined the Company in January 2015 as Chief Strategic Officer and was a founding investor/director of the Company’s predecessors . He holds a B.A. from Williams College and an M.S. from NYU Stern . 2024 performance highlights for BWFG included net income of $9.8 million, ROAA of 0.31%, ROTCE of 3.64%, NIM of 2.70%, efficiency ratio of 57.9%, and fully diluted tangible book value per share of $34.09 . Cumulative TSR (value of initial $100 investment) progressed from $158 (2022) to $166 (2023) to $176 (2024), while net income declined to $9.77 million in 2024 from $36.66 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| CRT Capital (Stamford, CT) | Member, Executive Committee | Not disclosed | Senior leadership in broker/dealer; capital markets and operations background |
| Greenwich Capital Markets | Co-Chief Operating Officer; Board Member | Not disclosed | Executive operations leadership; governance experience |
| BNC Financial Group, Inc. | Founding investor and director | Not disclosed | Foundational governance of predecessor to Bankwell |
| The Bank of New Canaan | Founding investor and director | Not disclosed | Foundational governance of predecessor to Bankwell |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Greenwich Capital Markets | Board Member | Not disclosed | Board service at a prominent capital markets firm |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 630,000 | 630,000 |
| Annual Bonus Paid ($) | 350,000 | 0 |
Notes:
- No merit-based salary increase for 2024 .
- 2024 target annual bonus opportunity for CEO: 45% of base salary ($283,500) .
Performance Compensation
Annual Cash Incentive – 2024 Outcome (CEO)
| Item | Value |
|---|---|
| Target Award (% of Salary) | 45% |
| Target Award ($) | 283,500 |
| Actual Award (% of Target) | 0% |
| Actual Award ($) | 0 |
2024 assessment factors included ROAA (0.31%), ROTCE (3.64%), NIM (2.70%), noninterest expense to average assets (1.60%), Total Capital (Bank) 12.70%, CET1 (Company) 9.60%, and fully diluted tangible book value $34.09; below-target cash bonuses were approved for NEOs, with the CEO at 0% of target .
Long-Term Equity Incentives – Grants and Vesting Mechanics (CEO)
| Grant Date | Grant-Price/Share ($) | Time-Based Shares (#) | Performance Shares (#) | Vesting Mechanics | Initial Vesting Date |
|---|---|---|---|---|---|
| 1/13/2022 | 34.29 | 6,167 | 6,166 | Time-based in 3 equal annual installments; performance tranches vest 0–200% per year based on Committee’s assessment vs. peer metrics (pre-2024 grants) | 2/7/2023 |
| 1/25/2023 | 30.07 | 7,772 | 7,771 | Same as above for pre-2024 grants | 2/7/2024 |
| 2/7/2024 | 24.62 | 6,852 | 6,852 | Time-based in 3 equal annual installments; performance tranches vest 0–150% per year based on Committee’s assessment vs. peer metrics (2024+ grants) | 2/7/2025 |
Performance share vesting results for awards that vested in 2024 (based on 2023 performance) were at 100% of target for the CEO (6,435 shares; $166,731 value at vest) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 27, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Christopher R. Gruseke (CEO) | 192,755 | 2.44% | Includes 64,787 shares held jointly with spouse |
| Shares Outstanding (for % calc) | 7,888,942 | — | Shares outstanding at record date |
Unvested and “Unearned” Equity (as of December 31, 2024) – CEO
| Grant Date | Unvested Time-Based Shares (#) | Market Value ($) | Unearned Performance Shares at Target (#) | Market/Payout Value at Target ($) | Valuation Assumption |
|---|---|---|---|---|---|
| 1/13/2022 | 2,054 | 63,982 | 2,056 | 64,044 | $31.15/share on 12/31/2024 |
| 1/25/2023 | 5,181 | 161,388 | 5,181 | 161,388 | $31.15/share on 12/31/2024 |
| 2/7/2024 | 6,852 | 213,440 | 6,852 | 213,440 | $31.15/share on 12/31/2024 |
Alignment policies:
- Executive stock ownership guideline: 2x base salary for CEO; retain all vested restricted stock (net of taxes) until threshold met .
- Anti-hedging and anti-pledging policy applies to directors and officers; no holding in margin accounts or pledging permitted .
- No options outstanding for NEOs as of 12/31/2024; company-wide options outstanding: none .
Employment Terms
| Term | Key Provisions |
|---|---|
| Role and Board seat | CEO and director since Feb 2015; employment agreement provides he will serve as director on an uncompensated basis during the term |
| Contract term | Rolling three-year term; auto-renews for successive three-year terms each Jan 5 unless notice given ≥90 days prior |
| Target annual bonus | 45% of base salary (set in employment agreement) |
| Non-compete / Non-solicit | Post-termination non-compete and non-solicit for 12 months (CEO) |
| Severance (no CIC) | If terminated without cause or for “Good Reason”: 2x the sum of current base salary and prior-year annual bonus/other cash comp, plus value of forfeited equity; pro rata annual bonus for year of termination; COBRA reimbursement 1–2 years |
| Severance (with CIC) | Double-trigger (termination within 24 months post-CIC): 3x average annual compensation for prior 5 years; 280G excise tax mitigation via cutback or executive election to receive full amount and bear taxes; accelerated vesting of equity |
| Clawback | Incentive-based compensation subject to clawback per Nasdaq/SEC policy (Section 10D) |
Board Governance (Director Service, Committees, Independence)
| Item | Details |
|---|---|
| Board seat | Director since 2015 (Company and Bank) |
| Independence | Only non-independent director; all other directors are independent under Nasdaq rules |
| Board leadership | Independent, non-executive Chair (Blake S. Drexler); roles of Chair and CEO are separated |
| Committees | Board committees include Audit, Compensation, Governance & Nominating, and Risk (established July 2024) |
| Committee composition (2024) | Audit: Demos (Chair), Kotval, Seidman; Compensation: Dale (Chair), Lampert, Porto; Governance: Porto (Chair), Dale, Lampert, Leitão; Risk Committee formed in 2024 |
| Meetings and attendance | Board met 10 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting |
Dual-role implications:
- CEO concurrently serves as director (uncompensated), but an independent Chair leads the Board and all committees overseeing compensation, audit, governance, and risk are fully independent, mitigating typical CEO/Chair concentration concerns .
Compensation Program Structure and Governance
- Program emphasizes variable pay; includes double-trigger CIC; executive ownership/retention policy; anti-hedging/anti-pledging; clawback; uses independent consultant (Pearl Meyer) .
- 2024 Say-on-Pay support: 89.1% .
- Compensation Committee met 12 times in 2024; comprised solely of independent directors; CEO recuses from deliberations on his pay .
Compensation Peer Group (used for 2024 decisions)
| Peers |
|---|
| ACNB Corporation; Arrow Financial Corporation; Bar Harbor Bankshares; BCB Bancorp, Inc.; Capital Bancorp, Inc.; Chemung Financial Corporation; Citizens & Northern Corporation; Citizens Financial Corporation; Corodus Valley Bancorp; Enterprise Bancorp, Inc.; ESSA Bancorp, Inc.; Evans Bancorp, Inc.; Fidelity D&D Bancorp, Inc.; First Bank; Hingham Institution for Savings; Meridian Corporation; Northeast Bank; Norwood Financial Corp.; Orrstown Financial Services, Inc.; Penns Woods Bancorp, Inc.; The First Bancorp, Inc.; The First of Long Island Corporation; Unity Bancorp, Inc.; Western New England Bancorp, Inc. |
Pay Versus Performance (Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO “Compensation Actually Paid” ($) | 1,554,518 | 1,498,073 | 1,164,911 |
| Avg “Compensation Actually Paid” to Non-CEO NEOs ($) | 996,113 | 896,778 | 767,446 |
| Value of $100 Investment (TSR) ($) | 158 | 166 | 176 |
| Net Income ($000s) | 37,429 | 36,663 | 9,770 |
Related Party Transactions and Policies
- No related party transactions above $120,000 since January 1, 2024; ordinary-course banking relationships on market terms; no related party loans outstanding as of 12/31/2024 .
- Formal policy governs review/approval of related party transactions; compliance with Reg W/Reg O; governance oversight via Governance & Nominating Committee .
Risk Indicators and Red Flags (as disclosed)
- Anti-hedging and anti-pledging policy for directors and officers; prohibits pledging and margin accounts .
- No options repricing or exchanges without shareholder approval; no tax gross-ups; no significant perquisites .
- Independent Compensation Committee and consultant; double-trigger CIC protections; clawback policy in place .
Investment Implications
- Pay-for-performance discipline: CEO bonus was 0% for 2024 despite a 45% target, aligning pay with a year of lower profitability; equity remains a central incentive, with 50% performance-based tranches introduced under more formulaic vesting (0–150%) beginning in 2024 .
- Potential supply from scheduled vesting: Time-based awards vest annually in February and performance tranches are tested annually, creating periodic vesting events that can influence insider liquidity windows; anti-pledging reduces forced-selling risk from collateral calls .
- Alignment and retention: CEO holds 2.44% of shares outstanding (192,755 shares; including 64,787 joint) and is subject to a 2x salary ownership guideline, reinforcing shareholder alignment; severance/CIC terms (2x without CIC; 3x average comp with double-trigger CIC) are moderate relative to market and include clawback .
- Governance quality: Independent Chair, fully independent key committees, and strong risk oversight (Risk Committee formed in 2024) mitigate dual-role concerns (CEO+Director) and support credible oversight of strategy, risk, and compensation .
Monitoring items for traders and PMs: watch Form 4 filings around February vesting dates and post-earnings windows for any sales; track Compensation Committee’s 2025+ formulaic metrics and vesting outcomes (payouts 0–150% for 2024+ grants) as indicators of forward performance traction and potential insider selling pressure when tranches vest .