Matthew McNeill
About Matthew McNeill
Matthew McNeill is President and Chief Banking Officer of Bankwell Financial Group (elected January 22, 2025), with more than 20 years in commercial banking; he joined BWFG in March 2020 and is age 50 . Prior roles include Head of Commercial Lending at Metropolitan Commercial Bank, where lending assets grew from $400 million to over $3 billion during his 7-year tenure, plus lending roles at HSBC Bank USA and Banco Santander, and Managing Partner at American Real Estate Lending . Company performance used in 2024 incentive decisions included ROAA 0.31%, ROATCE 3.64%, NIM 2.70%, efficiency ratio 57.9%, CET1 9.60%, and fully diluted TBV per share of $34.09; 2023 used ROAA 1.13%, ROATCE 14.70%, NIM 2.98%, noninterest expense/avg assets 1.55%, CET1 9.28%, total capital (Bank) 12.32%, and TBV $33.39 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metropolitan Commercial Bank | Head of Commercial Lending | 7 years | Lending assets grew from $400M to >$3B |
| HSBC Bank USA | Lending roles | Not disclosed | Not disclosed |
| Banco Santander | Lending roles | Not disclosed | Not disclosed |
| American Real Estate Lending | Managing Partner | Not disclosed | Commercial real estate finance company |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $450,000 | $450,000 |
| Target Bonus (% of Base) | 40% | 40% | 40% | 40% |
| Target Bonus ($) | $170,000 | $170,000 | $180,000 | $180,000 |
Performance Compensation
Annual Cash Bonus – Metrics and Payouts
| Year | Metric | Target | Actual | Overall Payout vs Target | Notes |
|---|---|---|---|---|---|
| 2023 | ROAA | Not disclosed | 1.13% | 153% | Committee assessed financial/strategic goals holistically |
| 2023 | ROATCE | Not disclosed | 14.70% | 153% | |
| 2023 | NIM | Not disclosed | 2.98% | 153% | |
| 2023 | Noninterest expense/avg assets | Not disclosed | 1.55% | 153% | |
| 2023 | CET1 (Company) | Not disclosed | 9.28% | 153% | |
| 2023 | Total capital (Bank) | Not disclosed | 12.32% | 153% | |
| 2023 | TBV per share | Not disclosed | $33.39 | 153% | |
| 2024 | ROAA | Not disclosed | 0.31% | 50% | Below target due to credit charge-offs |
| 2024 | ROATCE | Not disclosed | 3.64% | 50% | |
| 2024 | NIM | Not disclosed | 2.70% | 50% | |
| 2024 | Noninterest expense/avg assets | Not disclosed | 1.60% | 50% | |
| 2024 | CET1 (Company) | Not disclosed | 9.60% | 50% | |
| 2024 | Total capital (Bank) | Not disclosed | 12.70% | 50% | |
| 2024 | TBV per share | Not disclosed | $34.09 | 50% |
| Cash Bonus Outcome | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Actual Bonus ($) | $297,500 | $340,000 | $275,000 | $90,000 |
Long-Term Equity – Grants and Vesting
Grants (Target value and shares; 50% service-based and 50% performance-based):
| Grant Year | Target Value ($) | Time-Based Shares (#) | Performance-Based Shares (#) |
|---|---|---|---|
| 2022 | $310,633 | 4,530 | 4,529 |
| 2023 | $336,333 | 5,593 | 5,592 |
| 2024 | $265,108 | 5,384 | 5,384 |
Performance-vesting outcomes (per-year tranches):
| Vest Year | Performance Period | Target Shares Vested (#) | Above Target Vested (#) | Vesting Percent |
|---|---|---|---|---|
| 2022 | 2021/2022 | 1,450 | 580 | 140% for 2021; CEO-only 200% for 2022 |
| 2023 | 2022 and 2023 | 2,960 | 2,960 | 200% (2022 perf) and 100% (2023 perf) |
| 2024 | 2023 | 4,822 | 0 | 100% |
Key design features:
- Service-based RSUs vest in 1/3 increments over three years; performance-based RSUs vest annually in 1/3 increments with 0–200% payout for awards granted prior to 2024, and 0–150% for awards granted in 2024 and later .
- 2025 program shifts to a more formulaic incentive approach for bonuses; Committee retains discretion .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| April 6, 2023 | 50,220 | * (less than 1%) |
| April 4, 2024 | 57,733 | * (less than 1%) |
| March 27, 2025 | 66,260 | * (less than 1%) |
- Anti-hedging/anti-pledging policy prohibits hedging and pledging; officers may not hold shares in margin accounts or pledge as collateral .
- Executive stock ownership guideline: 1× base salary for executives (2× for CEO), to be met within 3 years; retain all vested shares (net of taxes) until compliant, then maintain .
Outstanding Equity Awards (12/31/2023)
| Grant Date | Unvested Time-Based Shares (#) | Market Value ($) | Unearned Performance Shares (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 1/4/2021 | 1,448 | $43,701 | 1,448 | $43,701 |
| 1/13/2022 | 3,020 | $91,144 | 3,019 | $91,113 |
| 1/25/2023 | 5,593 | $168,797 | 5,592 | $168,767 |
| Note: Market values reflect $30.18 closing price on 12/31/2023 . No options outstanding as of 12/31/2023 . |
Vesting schedule initial dates for grants:
- 1/4/2021: initial vest 1/2/2022
- 1/13/2022: initial vest 2/7/2023
- 1/25/2023: initial vest 2/7/2024
- 6/22/2020 new-hire grant: 40% vest on March 1, 2021; 40% on March 1, 2022; 20% on March 1, 2023
Employment Terms
| Term | Detail |
|---|---|
| Current Role | President & Chief Banking Officer (elected Jan 22, 2025) |
| Company Start Date | March 2020 |
| Contract Term | One-year term; renews annually on Jan 1 if company elects by Oct 1 notice |
| Non-Compete / Non-Solicit | 6 months post-termination (12 months for CEO) |
| Target Bonus % | 40% of base salary |
| Clawback | Compensation subject to clawback per SEC/Nasdaq Rule 10D-1; adoption following 2023 listing requirement |
| Perquisites | Limited; no significant perquisites; “All Other Compensation” typically 401(k) match, life/AD&D premiums, BOLI imputed income |
Severance and Change-in-Control Economics
| Scenario | Cash Multiple | Bonus Treatment | Equity Treatment | COBRA | 280G Handling |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | 1× base salary | Pro-rated target bonus | Not accelerated | COBRA reimbursed 1–2 years | N/A |
| Double-Trigger CIC (termination within 24 months) | 2× salary + 2× target bonus (lump sum) | Pro-rated target bonus | Immediate vesting of all equity | COBRA reimbursed 1–2 years | Best-net cutback (no gross-up) |
Compensation Committee & Peer Group; Say‑on‑Pay
- Independent Compensation Committee with advisor Pearl Meyer; CEO excluded from deliberations on his pay .
- 2024 peer group comprises similarly sized Northeast/Mid‑Atlantic banks (approx. $2.2–$4.8B assets), used for market benchmarking; peer composition updated vs. 2023 .
- “Best practices”: emphasize variable pay, double‑trigger CIC, ownership/retention, anti‑hedging/pledging, clawback; no tax gross‑ups or option repricing without shareholder approval .
- Say‑on‑pay 2024 approval: 89.1% support .
Investment Implications
- Pay-for-performance linkage: McNeill’s annual bonus flexed materially with performance (153% of target for strong 2023; 50% for challenged 2024), and PSU vesting outcomes moved from 200%/100% to 100% as conditions normalized; 2024 awards cap reduced to 150% to moderate risk .
- Alignment and selling pressure: Beneficial ownership grew from ~50K to ~66K shares (2023–2025), with strict anti-hedging/anti-pledging and executive ownership/retention requirements limiting near-term sell pressure; multi-year RSU schedules support retention but create periodic supply at vesting events .
- Retention and CIC economics: One-year rolling term, 6-month non‑compete, and three‑year equity vesting support continuity; double‑trigger CIC at 2× salary+bonus plus equity acceleration is standard and not value‑inflating (no gross‑ups; best‑net cutback), mitigating deal friction .
- Execution track record: Prior lending growth at Metropolitan (>$3B assets) and bonus metric set breadth (ROAA, ROATCE, NIM, capital, efficiency, TBV) suggest focus on prudent growth and profitability; 2025’s move to formulaic incentives should enhance transparency of performance-pay linkage .