Steven Brunner
About Steven Brunner
Steven H. Brunner is Executive Vice President and Chief Risk Officer at Bankwell Financial Group (BWFG). He joined in August 2022 as SVP/Chief Risk Officer, became Chief Risk and Operations Officer in June 2023, and was promoted to EVP, Chief Risk Officer in January 2024 . Age 43; B.S. in Economic Crime Investigation with a concentration in Computer Security (Utica University) . Company performance during his tenure includes FY2023 net income of $36.7M and FY2024 net income of $9.8M; fully diluted tangible book value per share rose from $33.39 (FY2023) to $34.09 (FY2024) . Pay-versus-performance TSR proxy measure (value of initial $100 investment) was $166 (2023) and $176 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WEX, Inc. | Global Head of Financial Crimes | 2021–Jul 2022 | Led global financial crimes program for payments fintech |
| Sterling National Bank | Compliance & risk roles; BSA/AML/OFAC Compliance & Security Officer | 2012–2021; BSA/AML 2017–2021 | Bank assets grew from ~$3B to >$30B during tenure |
| Ally Financial | Risk management roles | 2011–2012 | Enterprise risk/compliance experience |
| AXA Equitable | Risk management roles | 2004–2011 | Multi-year compliance leadership |
External Roles
No external public-company directorships or committee roles are disclosed for Brunner in BWFG’s 2024 and 2025 proxy statements .
Fixed Compensation
- Not disclosed. Brunner is not listed among the Named Executive Officers (NEOs) in BWFG’s 2024 or 2025 proxy, so base salary, target bonus %, and actual bonus are not provided .
Performance Compensation
BWFG’s executive program uses a mix of time-based and performance-based restricted stock under the 2022 Stock Plan. From 2024 onward, performance shares vest 0–150% of target (prior grants up to 200%), with annual tranches assessed against financial metrics versus peers; time-based awards vest over three years on the anniversary of grant .
| Metric (annual bonus framework) | Weighting | Target | Actual (FY2024) | Payout (Brunner) | Vesting mechanics for LTI |
|---|---|---|---|---|---|
| Return on Average Assets (ROAA) | Not disclosed | Not disclosed | 0.31% | Not disclosed | Performance RS: 0–150% per tranche (2024 grants) |
| Return on Avg Tangible Common Equity (ROTCE) | Not disclosed | Not disclosed | 3.64% | Not disclosed | Performance RS: annual committee assessment vs peer group |
| Noninterest expense to average assets | Not disclosed | Not disclosed | 1.60% | Not disclosed | See above |
| Net interest margin (NIM) | Not disclosed | Not disclosed | 2.70% | Not disclosed | See above |
| Bank Total Capital ratio | Not disclosed | Not disclosed | 12.70% | Not disclosed | See above |
| Company CET1 ratio | Not disclosed | Not disclosed | 9.60% | Not disclosed | See above |
| Fully diluted tangible book value per share | Not disclosed | Not disclosed | $34.09 (vs. $33.39 FY2023) | Not disclosed | See above |
Notes:
- BWFG adopted more formulaic performance assessment for incentives post-2024, with metrics and peer comparisons; specific weightings/targets are not disclosed for Brunner .
- Directors’ and employees’ equity grants shifted to February with three-year time-based vesting starting the first anniversary; performance tranches assessed annually .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Individual beneficial ownership (shares) | Not individually disclosed for Brunner in 2024/2025 proxies; group disclosure notes 3 EVPs not NEOs hold 40,043 shares in aggregate . |
| Ownership guidelines | Executives must hold stock equal to 1x base salary within 3 years of appointment; retain all vested restricted stock until compliant . |
| Pledging/hedging | Prohibited: no pledging or margin accounts; no hedging (options, swaps, collars, etc.) for directors/officers/employees . |
| Vested vs unvested stock | Not disclosed for Brunner . |
| Options outstanding | BWFG indicates outstanding awards are restricted stock; no options outstanding in NEO tables; Brunner not disclosed . |
| Section 16 compliance | One late Brunner Form 4: due May 22, 2024 and filed May 23, 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Joined August 2022 as SVP/Chief Risk Officer . |
| Role progression | Chief Risk & Operations Officer (June 2023); EVP, Chief Risk Officer (January 2024) . |
| Contract term/renewal | Not disclosed for Brunner; NEO agreements detail rolling terms but only for CEO/McNeill/Chivily . |
| Non-compete/non-solicit | NEO agreements include 6-month non-compete (12 months CEO); Brunner-specific terms not disclosed . |
| Severance/change-of-control | NEOs only: double-trigger CoC; multiples vary by role; Brunner-specific terms not disclosed . |
| Clawback | Company has a clawback policy consistent with Nasdaq/SEC Rule 10D . |
| Anti-pledging/hedging | Prohibited for officers . |
| Risk governance | Board formed a Risk Committee in July 2024 overseeing enterprise risk, cybersecurity, and compliance; CRO promoted to EVP in Jan 2024, underscoring risk focus . |
Governance and Shareholder Feedback
- Say-on-Pay approval: 89.1% support at 2024 annual meeting .
- Compensation consultant: Pearl Meyer & Partners, LLC (independent), advising the Compensation Committee .
- Compensation peer group: Updated for 2025 with Northeast/Mid-Atlantic community banks in ~$2.2–$4.8B asset range; used alongside survey data for competitiveness .
Performance & Track Record Context
| Measure | FY2023 | FY2024 |
|---|---|---|
| Net Income ($M) | $36.7 | $9.8 |
| ROAA (%) | 1.13% | 0.31% |
| ROTCE (%) | 14.70% | 3.64% |
| NIM (%) | 2.98% | 2.70% |
| FD TBVPS ($) | $33.39 | $34.09 |
| TSR value of $100 | $166 (2023) | $176 (2024) |
Risk Indicators & Red Flags
- Section 16 late filing: One-day delay on Brunner’s Form 4 in May 2024 (administrative) .
- Anti-pledging/hedging rules reduce alignment risk (no pledging allowed) .
- No related-party transactions >$120k disclosed in 2024–2025 proxies .
Compensation Structure Analysis
- Shift to formulaic performance-based equity and incentives post-2024; performance RS now capped at 150% per tranche, reducing payout convexity versus prior 200% cap .
- Program emphasizes variable pay and equity alignment; double-trigger CoC and clawback adopted; no tax gross-ups or option repricing .
Investment Implications
- Alignment: Executive ownership requirement (1x salary), anti-pledging, and restricted stock vesting structure support alignment; Brunner-specific ownership is undisclosed, limiting precision in “skin-in-the-game” assessment .
- Retention/selling pressure: Annual vesting cadence on February grant anniversaries for employees may create periodic liquidity windows; Brunner’s award details are undisclosed, but executive equity follows the same plan and vesting framework .
- Governance and risk: Promotion of CRO to EVP and formation of a board-level Risk Committee strengthen risk oversight—a positive for execution risk in fintech and cybersecurity domains .
- Pay-for-performance: Company has moved to more formulaic metrics and peer benchmarking; shareholder support for compensation at 89.1% indicates acceptable alignment, though lower FY2024 profitability constrains near-term bonus outcomes .