Eric Dale

About Eric J. Dale

Eric J. Dale, age 60, is an independent director and Vice Chairman of the Board at Bankwell Financial Group (BWFG), serving since 2008 . He is an attorney with senior legal and transactional leadership roles across private equity, technology, and financial services; currently Chief Legal Officer and EVP for Government Affairs & Corporate Transactions at RealTruck, Inc. since April 2023 . His board tenure at BWFG spans 17 years, including service on the Bank of Fairfield board prior to its merger, and he brings deep expertise in complex financing transactions .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Dale is independent .
• Roles and Committees:
  • Vice Chairman of the Board .
  • Compensation Committee Chair; members: Dale (Chair), Lampert, Porto; independent consultant Pearl Meyer retained .
  • Governance & Nominating Committee member; members: Dale, Lampert, Leitão, Porto (Chair) .
• Board leadership: Chairman is a non-management director (Blake S. Drexler); roles of Chair and CEO are separated .
• Attendance: In 2024, the Board met ten times; every incumbent director attended at least 75% of Board and committee meetings on which they served; all current directors attended the 2024 Annual Meeting .
• Risk oversight: Board established a Risk Committee in July 2024; met four times in 2024 . Broader risk oversight via Audit, Directors Loan, and ALCO committees .

Fixed Compensation

• Annual RSU policy shift: Commencing in 2024, annual director grants occur on February 7 with 3-year time-based vesting beginning on the first anniversary; on Feb 7, 2025, each director received 1,800 shares vesting in three annual installments starting Feb 7, 2026 .
• Deferred compensation: Directors may elect to defer all cash fees; amounts are deemed invested in BWFG stock via a Rabbi Trust and paid in common stock following retirement (subject to limited exception provisions) .

Performance Compensation

Directors receive time-based restricted stock; there are no performance-based metrics tied to director equity or cash retainers disclosed . As Compensation Committee Chair, Dale oversaw NEO incentive design and outcomes; the committee’s framework includes financial and strategic metrics that guided 2024 payouts.

Key practices under Dale’s committee leadership: emphasis on variable pay, double-trigger CoC benefits, executive ownership/retention, anti-hedging/anti-pledging, clawback policy, and use of an independent consultant; no tax gross-ups or option repricing .

Other Directorships & Interlocks

• Corporate governance guideline: Directors may not serve on more than four public company boards; supports time-commitment discipline .

Expertise & Qualifications

• Legal and governance: Attorney with senior CLO experience at a global public company (NLSN) and a current operating role at RealTruck; robust compliance and transactional capabilities .
• Complex financing and transactions: Extensive experience across private equity, real estate, and technology, lending expertise to credit and new business evaluations .
• Board leadership: Vice Chairman; seasoned in committee leadership (Compensation Chair; Governance & Nominating) .

Equity Ownership

• Director ownership guideline: Minimum holding equal to 3× average annual Board fees over prior three years, but not less than $150,000; must be met within two years; all directors with ≥2 years meet guideline .
• Anti-hedging and anti-pledging: Prohibits hedging and pledging/margin accounts for directors; reinforces alignment and reduces collateral risk .
• No options outstanding for executives; by implication, directors receive RS; no director options disclosed .

Governance Assessment

• Positives:
  • Independence and leadership: Dale is independent and serves as Vice Chairman and Compensation Chair with governance oversight roles; Board maintains independent Chair structure .
  • Pay governance rigor: Use of independent consultant (Pearl Meyer), clawback policy, double-trigger change-in-control, no gross-ups or option repricing; strong alignment mechanisms .
  • Ownership alignment: Director stock ownership guidelines met; anti-hedging/anti-pledging policy in place .
  • Engagement signals: 2024 Say-on-Pay support at 89.1% indicates investor confidence in compensation oversight under the committee Dale chairs .
  • Attendance: At least 75% meeting attendance; all directors attended 2024 Annual Meeting .
• Potential risks / RED FLAGS:
  • External time commitments: Senior operating role at RealTruck could pose bandwidth risk, mitigated by governance guideline limiting public boards to ≤4 and absence of disclosed related-party transactions .
  • Concentrated shareholder influence environment: A 9.49% holder (Seidman) with nomination rights affects board dynamics, though not specific to Dale; requires continued vigilance on independence .
  • Performance pressure: Below-target bonus outcomes and modest profitability (2024 ROAA 0.31%, ROTCE 3.64%) elevate scrutiny on compensation calibration and performance goals; Dale’s committee codified more formulaic metrics from 2024 onward .

No related-party transactions (≥$120,000) involving directors or executives were disclosed for 2024; no loans to related parties were outstanding at year-end, reducing conflict risk .