Kevin Leitão
About Kevin D. Leitão
Independent director of Bankwell Financial Group, Inc. (BWFG). Age 61; elected to the Board at the May 29, 2024 annual meeting and serving since 2024 . An attorney and risk management advisor based in New Canaan, CT with deep expertise integrating technology into bank products, regulatory compliance, and information risk management; prior in‑house roles include General Counsel at Hulett Bancorp/Summit National Bank and WebBank (2018–2020) . Education: A.B. Brown University, M.Phil. in Criminology (Marshall Scholar) Cambridge University, J.D. Yale Law School . The Board deems all directors other than the CEO independent; thus Leitão is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hulett Bancorp / Summit National Bank | General Counsel | Not disclosed | OCC approval for new FinTech platform activities during his tenure; fintech/regulatory expertise |
| WebBank | General Counsel; executive owner of compliance | 2018–2020 | Managed lending platform relationships, product counseling, government relations |
| SoftCard (AT&T/Verizon/T‑Mobile JV) | Associate General Counsel & Compliance Officer | 2013–2015 | Mobile wallet compliance; digital financial services experience |
| TIAA | Managing Director & Senior Compliance Officer | 2008–2013 | Senior compliance leadership |
| Merrill Lynch Global Bank Group | Chief Compliance Officer | Not disclosed | Bank group CCO responsibilities |
| Leitão Law LLC | Founder (private practice) | Founded 2017 | Digital financial services and information risk management counsel |
| Ballard Spahr | Of Counsel | Prior to 2017 | Digital financial services focus |
External Roles
No current public company directorships disclosed in BWFG’s proxy biography for Mr. Leitão .
Board Governance
- Independence: Board determined all directors except the CEO are independent; applies to Mr. Leitão .
- Board leadership: Independent Chairman (Blake S. Drexler), separated from CEO role .
- Committees (2024–2025):
- Governance & Nominating Committee: Member (Chair: Carl M. Porto) .
- Audit Committee: 2024 members were Demos (Chair), Kotval, Seidman; Demos qualifies as audit committee financial expert .
- Compensation Committee: Dale (Chair), Lampert, Porto (independent; Pearl Meyer engaged as independent consultant) .
- Risk Committee: Formed July 2024; Board‑level oversight of enterprise risk, including cybersecurity; met four times in 2024 .
- Attendance: In 2024, the Board met 10 times; each incumbent director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Director ownership and trading policies:
- Stock ownership guideline: Each director must hold shares equal to 3x average annual Board fees (or minimum $150,000), to be met by the second anniversary of first election; retain all vested restricted stock until compliant .
- Anti‑hedging/anti‑pledging: Prohibits hedging/derivatives and pledging or margining Company securities by directors and officers .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 26,733 | Partial‑year service following election in May 2024 |
Additional director compensation features (Board‑wide):
- Combined Company/Bank board and committee retainers, with additional retainers for Board/committee chairs and Vice Chair .
- Non‑qualified deferred compensation plan permitting deferral of all director cash fees into a stock‑tracked account; distributions in stock post‑retirement (Rabbi Trust; open‑market purchases) .
Performance Compensation
| Grant/Year | Instrument | Amount/Value | Vesting/Terms |
|---|---|---|---|
| 2024 (year total) | Stock awards | $3,053 | Reflects 2024 grants applicable to directors, including special awards; excludes vesting of prior‑year grants |
| Dec 11, 2024 (special award) | Restricted stock | 100 shares to each Governance Committee member; vested immediately | Granted in recognition of elevated committee activity; immediate vesting |
| Feb 7, 2025 (annual director grant) | Restricted stock | 1,800 shares to each director | Time‑based vesting in three substantially equal annual installments commencing Feb 7, 2026 |
As of Dec 31, 2024, Mr. Leitão had no unvested restricted stock reported (indicated as “—” in the footnote) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Leitão |
| Noted interlocks/overlaps | None disclosed with BWFG customers/suppliers in proxy biographies; Board’s related‑party policy governs review of transactions >$50k |
Expertise & Qualifications
- FinTech integration, digital financial products, bank regulatory compliance, and information risk management expertise brings oversight value to BWFG’s innovation and compliance/risk initiatives .
- Advanced legal training (Brown; Cambridge Marshall Scholar; Yale Law) .
- Governance credentials include membership on the Governance & Nominating Committee .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (as of Mar 27, 2025) | 6,400 shares; under 1% of outstanding |
| Shares outstanding (as of Mar 27, 2025) | 7,888,942 shares |
| Vested vs. unvested detail | No unvested director RS awards reported for Mr. Leitão at 12/31/2024 (“—”) |
| Pledged/hedged shares | Company policy prohibits hedging/pledging by directors/officers |
| Ownership guidelines | 3x average Board fees (≥$150,000); initial compliance due by second anniversary of first election (elected 5/29/2024) |
Insider filings and compliance:
- Section 16(a) compliance note: Form 3 for Kevin D. Leitão due June 8, 2024 was filed July 10, 2024 (one late filing) .
Related‑Party Transactions (conflict review)
- Policy and controls: Related‑party transactions >$50,000 require Governance & Nominating Committee review under a written policy; conforms to SEC/Nasdaq requirements .
- Specific to Mr. Leitão: Leitão Law LLC provided legal services related to innovation projects from Dec 2023 to Mar 2024; fees <$50,000 per the 2025 proxy; the firm has provided no services since Mar 2024 . The 2024 proxy reported $48,248 for Dec 2023–Mar 2024 and stated the Company does not intend to engage the firm if Mr. Leitão is elected .
- Ordinary banking relationships: No related‑party loans outstanding at 12/31/2024 .
RED FLAG (mitigated): Pre‑election services by director’s firm (de minimis, ceased; policy‑reviewed) .
Minor compliance lapse: One late Form 3 filing noted for 2024 .
Say‑on‑Pay & Shareholder Feedback (context for governance sentiment)
- Say‑on‑pay approval: 89.1% support at 2024 annual meeting (for 2023 pay) ; 81.5% support at 2023 annual meeting (for 2022 pay) ; 63.7% support at 2022 annual meeting (for 2021 pay) .
Governance Assessment
- Positives:
- Independent director with specialized fintech/regulatory and information‑risk expertise aligned to BWFG’s innovation and risk oversight priorities; assignment to Governance & Nominating is additive as BWFG formalized a Board‑level Risk Committee in 2024 .
- Strong alignment mechanisms: director stock ownership guideline (3x fees/≥$150k), anti‑hedging/anti‑pledging policy, and director equity grants with multi‑year vesting (from 2025) .
- Board structure and process: Independent Chair; Board attendance threshold met; use of independent comp consultant; committee independence .
- Improving shareholder sentiment on compensation (SOP support up to 89.1% in 2024) .
- Watch items:
- Pre‑election legal services by his firm create a potential appearance of conflict despite being immaterial, pre‑election, and ceased; continued adherence to related‑party policy is important .
- Newer director (elected 2024) with guideline compliance due by second anniversary; ongoing progress toward ownership guideline will matter for alignment .
- Minor Section 16 timeliness lapse (late Form 3) warrants attention to filing processes .