Lawrence Seidman
About Lawrence B. Seidman
Independent director at Bankwell Financial Group, Inc. since 2020; age 77. Manager of Seidman and Associates, LLC and related investment groups focused on financial institutions since 1995. Former director at multiple publicly held banks; extensive investor-director experience provides governance and banking sector expertise. Under an agreement with BWFG, as amended, he is entitled to be nominated to the Company and Bank boards while he and affiliated funds own ≥5% of outstanding shares, subject to governance and regulatory requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seidman and Associates, LLC (and related investment groups) | Manager | 1995–present | Investments in financial institutions |
| Stonegate Bank | Director | Jan 2009–Sep 2018 | — |
| ASB Bancorp Inc. / Asheville Savings Bank | Director | Feb 2016–Sep 2018 | — |
| Center Bancorp, Inc. | Director | May 2007–Jul 2014 | — |
| Naugatuck Valley Financial Corporation | Director | Nov 2014–Jan 2016 | — |
| MSB Financial Corp. / Millington Bank | Director | Jul 2016–Jul 2020 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Young Mens & Young Womens Hebrew Association | Trustee | Not disclosed | Non-profit governance |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Seidman is independent .
- Committee assignments (2024): Audit Committee member; committee independent; Demos is Chair and qualifies as an “audit committee financial expert”; Audit met 12 times in 2024 . Not a member of Compensation Committee (Dale Chair; Lampert, Porto members) or Governance & Nominating Committee (Leitão, Dale, Lampert; Porto Chair) .
- Risk oversight: Board formed a Risk Committee in July 2024 to oversee ERM, operational and cybersecurity risk; met four times in 2024 .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Drexler) with CEO role separated since 2015 to strengthen oversight .
- Nomination rights: Agreement dated Feb 5, 2020 (amended Jul 30, 2022; Dec 19, 2024) entitles Seidman to board nomination while ≥5% ownership threshold is maintained .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 60,800 | — | 60,800 |
- Director compensation structure: annual retainer based on committee service; additional retainers for Chairman, Vice Chairman, and committee chairs; board/committees meet jointly with combined fees; directors may elect to defer all cash compensation into stock under the Directors Deferred Compensation Plan (Rabbi Trust; paid in stock at retirement) .
Performance Compensation
| Grant | Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| Annual director RSU grant | Feb 7, 2025 | 1,800 per director | Time-based; vests in three equal annual installments starting Feb 7, 2026 | Regular annual director equity grants moved to February beginning 2024 |
| Unvested director RSUs outstanding (12/31/2024) | — | 4,934 | As per prior awards’ schedules | No special 2024 awards for Seidman (Comp and Governance committee-only special grants) |
- No option awards outstanding for directors disclosed; special 2024 immediate-vesting RSUs were granted to Compensation and Governance Committee members only (Seidman not a member) .
Other Directorships & Interlocks
| Company | Industry | Role | Tenure |
|---|---|---|---|
| Stonegate Bank | Banking | Director | 2009–2018 |
| ASB Bancorp / Asheville Savings Bank | Banking | Director | 2016–2018 |
| Center Bancorp, Inc. | Banking | Director | 2007–2014 |
| Naugatuck Valley Financial Corporation | Banking | Director | 2014–2016 |
| MSB Financial Corp. / Millington Bank | Banking | Director | 2016–2020 |
- Interlocks/relationships: No related-party transactions >$120,000 since Jan 1, 2024; no loans to related parties outstanding at Dec 31, 2024 . Related-Party Transactions Policy requires Governance & Nominating Committee review for transactions >$50,000 annually; policy and regulatory compliance described .
Expertise & Qualifications
- Financial institutions investor and director experience across multiple banks; governance and capital markets perspective valuable to BWFG’s board .
- Independent Audit Committee member enhances financial reporting oversight; committee deemed independent and had robust meeting cadence in 2024 .
Equity Ownership
| Holder (beneficially attributed to Lawrence B. Seidman) | Shares | % of Class |
|---|---|---|
| Total beneficial ownership | 748,444 | 9.49% |
| Seidman and Associates, L.L.C. | 178,193 | — |
| Seidman Investment Partnership, L.P. | 128,045 | — |
| Seidman Investment Partnership II, L.P. | 168,997 | — |
| LSBK06-08, L.L.C. | 104,626 | — |
| Broad Park Investors, L.L.C. | 127,042 | — |
| Chewy Gooey Cookies, L.P. | 19,539 | — |
- Director stock ownership guidelines: at least 3× average annual board fees over prior three years (minimum $150,000) within two years of appointment; all directors with ≥2 years’ service currently meet the requirement .
- Anti-hedging/anti-pledging: Directors prohibited from hedging BWFG securities and from holding/pledging BWFG securities in margin accounts or as loan collateral .
Governance Assessment
- Alignment: Significant ownership (9.49%) and ongoing RSU grants provide strong equity alignment; anti-hedging/pledging policy reinforces long-term focus .
- Board effectiveness: Active Audit Committee membership; committee independence and 12 meetings in 2024 support oversight quality; Risk Committee formed in 2024 signals enhanced risk governance amid fintech/digital expansion .
- Independence/attendance: Independent status and at least 75% attendance threshold met; full attendance at 2024 annual meeting enhances investor confidence .
- Compensation: 2024 director pay for Seidman largely cash with no 2024 stock awards; standard annual equity grant in 2025 with three-year vesting promotes retention/alignment; no options outstanding .
- Potential RED FLAGS / watchpoints:
- Nomination rights linked to ≥5% ownership under contractual agreement could be perceived as entrenchment risk or influence mechanism; transparency noted via inclusion in Exchange Act filings .
- Shareholder sentiment: Say-on-pay support was 89.1% in 2024, indicating broad approval of compensation governance; the Compensation Committee uses an independent consultant (Pearl Meyer) and maintains anti-hedging, clawback, and double-trigger CIC protections for executives, reflecting broader governance practices at BWFG .
No related-party transactions involving Seidman in 2024; no loans to related parties; directors covered by indemnification under charter/bylaws .