Darryl Demos
About Darryl M. Demos
Independent director since 2022; age 64 as of the 2025 proxy. Background spans >30 years in banking technology, data, and consulting; prior roles include EVP at Curinos (2021–2022), General Manager and board member at Novantas (11 years), General Manager at Verint, founder/CEO of Demos Solutions (acquired by Verint in 2006), and auditor at KPMG. Education: B.A. Williams College and M.S. NYU Stern; previously a CPA. Serves as Audit Committee Chair and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curinos | Executive Vice President; oversaw engineering, product mgmt, client success; ELT member | 2021–2022 | Banking data/tech leadership |
| Novantas | General Manager; Board member | ~11 years (prior to Curinos) | Industry leader in tech/analytics for financial institutions |
| Verint | General Manager | Prior to Novantas (years not specified) | Global tech/data company; customer engagement focus |
| Demos Solutions | Founder & CEO | Pre-2006 (acquired 2006) | Built consulting/tech firm; acquired by Verint in 2006 |
| KPMG | Auditor (banking practice); audit/consulting divisions | Early career | Financial reporting and controls grounding |
External Roles
| Organization | Role | Public/Private | Period |
|---|---|---|---|
| Novantas | Board Member | Private (not disclosed as public) | ~11 years (during GM tenure) |
| Other public company boards | — | — | None disclosed in BWFG proxies for Demos |
No other current public company directorships or disclosed interlocks for Demos. The proxy notes no Compensation Committee interlocks involving BWFG executives or directors.
Board Governance
- Committee Assignments: Audit Committee Chair in 2024; members included Demos (Chair), Kotval, Seidman; all members independent under SEC/Nasdaq rules; Demos is an “audit committee financial expert.” Audit Committee met 12 times in 2024.
- Transition: In 2023 the Audit Committee included Brathwaite, Demos, Garnett (Chair), Seidman; after Mr. Garnett’s passing in Feb 2024, Demos was appointed Chair. Audit Committee met nine times in 2023.
- Attendance: In 2024 the Board met 10 times; each incumbent director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting.
- Risk Oversight: Board established a new Board-level Risk Committee in 2024 to oversee ERM, cyber/information security, and compliance.
- Independence: Demos is a non-employee director; Audit Committee explicitly marked independent.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $46,800 | $55,200 |
| Stock Awards ($) | $123,738 | $0 |
| Total Compensation ($) | $170,538 | $55,200 |
| Perquisites disclosure | < $10,000 per director | < $10,000 per director |
- Program design: Annual cash retainer for Board/committee service; additional retainers for Chairman, Vice Chairman, and committee Chairs; peer-benchmarked using an independent compensation consultant and Northeastern bank peers.
Equity Grant Schedules (Directors)
| Grant | Shares | Vesting | Notes |
|---|---|---|---|
| Annual grant (2023) | 1,600 to each director | 3 equal annual installments commencing 2/7/2025 | Compensation Committee switched to 3-year vesting from 2023 onward |
| Special one-time grant (12/29/2023) | 2,500 to each non-employee director | 1/3 vested 12/29/2023; 1/3 vested 2/7/2024; remainder vests 2/7/2025 | Recognized elevated industry complexity/time commitment in 2023 |
| Annual grant (2/7/2025) | 1,800 to each director | 3 equal annual installments commencing 2/7/2026 | Shifted grant timing to February; 3-year time-based vest |
As of 12/31/2024, Demos had 3,634 unvested restricted shares outstanding.
Performance Compensation
| Performance Metric Tied to Director Compensation | Status |
|---|---|
| Financial/ESG/TSR conditions on director equity | None disclosed; director equity awards vest time-based over 3 years |
| Meeting fees linked to company performance | Not disclosed |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Demos.
- Compensation Committee Interlocks: None; no BWFG executive serves on other companies’ compensation committees; no Comp Committee member is/was a BWFG officer or employee.
Expertise & Qualifications
- Education: B.A. Williams; M.S. NYU Stern; prior CPA.
- Domain Expertise: Finance, data/cloud technology, cost management, banking analytics, leadership; provides mission-critical expertise to Board.
- Financial Expert: Qualifies as “audit committee financial expert.”
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (3/27/2025) | 13,590 shares |
| Shares outstanding (3/27/2025) | 7,888,942 |
| Ownership % of outstanding | ~0.17% (13,590 ÷ 7,888,942) |
| Unvested restricted shares (12/31/2024) | 3,634 |
| Pledging/Hedging | Prohibited by Anti-Hedging/Anti-Pledging Policy (no pledging or margin accounts) |
| Director Ownership Guidelines | Must hold ≥3x average prior 3-year Board fees, floor $150,000; all directors with ≥2 years service meet the requirement (includes Demos) |
Directors can elect to defer all cash compensation into company stock via the Directors Deferred Compensation Plan (Rabbi Trust; paid in stock at retirement). Individual elections are not disclosed.
Governance Assessment
- Board effectiveness and engagement: Demos chairs a highly active Audit Committee with 12 meetings in 2024 and leads the Audit Committee Report recommending inclusion of audited financials in the 10-K—indicative of robust oversight and technical competence. Attendance thresholds were met across Board/committee obligations.
- Independence and alignment: Independent Audit Chair and financial expert; anti-hedging/anti-pledging and stringent director ownership guidelines support alignment; Demos’ tenure since 2022 means he is subject to and meets ownership requirements.
- Compensation structure: Mix of retainer cash with time-based equity; grant timing/vesting standardized to February with 3-year vest; a one-time special 2023 equity grant reflected elevated director workload during industry stress—monitor for repetition to avoid pay inflation risk.
- Conflicts/related-party exposure: No related-party transactions since Jan 1, 2024 (and none in 2023); no loans to related parties as of year-end; ordinary banking relationships conducted on market terms.
- RED FLAGS: None observed specific to Demos—no pledging, no related-party transactions, independence affirmed. Watch for recurrence of “special” director equity awards beyond exceptional circumstances.