Todd Lampert
About Todd H. Lampert
Todd H. Lampert, Esq. is an independent director and Corporate Secretary of Bankwell Financial Group, Inc., serving on the board since 2007; age 61 as of the 2025 proxy. He founded Lampert, Toohey & Rucci, LLC in 1993 and leads its litigation practice focused on banks and title companies; earlier, he was a licensed Series 7 and Series 63 stockbroker (1985–1987). He chaired Waveny Health Care’s board (2016–2018) and founded Recovery Education & Applied Learning, LLC in 2022, reflecting legal and community credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lampert, Toohey & Rucci, LLC | Founder, Managing Member; Head of Litigation | 1993–present | Represents banks/title companies in construction & real estate matters; legal expertise to BWFG board |
| Stockbroker | Series 7 & 63 licensed | 1985–1987 | Financial markets experience |
| Waveny Health Care | Director; Chairman | 2012–2018; Chair 2016–2018 | Non-profit governance leadership |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Recovery Education & Applied Learning, LLC | Founder | 2022–present | Online education focused on addiction/substance use support |
Board Governance
- Independence: BWFG board determined all directors except the CEO are independent; Lampert is independent.
- Roles: Director and Corporate Secretary; named as proxy holder alongside another director (engagement signal).
- Committee assignments (2024): Compensation Committee member (Dale—Chair; Lampert; Porto) – met 12x; Governance & Nominating Committee member (Porto—Chair; Dale; Lampert; Leitão) – met 8x. Audit Committee (Demos—Chair; Kotval; Seidman) – met 12x. Risk Committee formed in July 2024 – met 4x.
- Attendance: In 2024, the board met 10 times; all incumbent directors attended at least 75% of board and committee meetings; all current directors attended the 2024 annual meeting.
- Governance policies: Director ownership guideline ≥3x average annual board fees (min $150,000); all directors serving ≥2 years meet the guideline. Anti‑hedging/anti‑pledging prohibits pledging or margin accounts.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2024 | 77,500 | 22,060 | Annual director RSAs; special awards recognizing committee workload |
| 2024 Grants Detail | — | — | Corporate Secretary grant: 400 sh (Feb 7, 2024), 1‑yr vest; special RSAs: 300 sh (Comp Committee) and 100 sh (Governance Committee) granted Dec 11, 2024, immediate vest |
| 2025 Grants (approved) | — | — | 1,800 sh to each director (Feb 7, 2025), 3‑yr time‑based vest starting Feb 7, 2026; Corporate Secretary grant: 400 sh (Feb 7, 2025), 1‑yr vest |
Director compensation is structured as cash retainers plus time‑based restricted stock awards; the Chairman/Vice Chairman and committee chairs receive additional retainers. BWFG also offers a director deferred compensation plan (Rabbi Trust) invested in BWFG stock.
Performance Compensation
| Metric Type | Disclosure for Directors | Vesting/Performance Basis |
|---|---|---|
| Performance-linked metrics (e.g., ROA, TSR, EPS) | Not disclosed for director compensation | Director RSAs are time‑based; no performance metrics cited for directors |
For executives (not directors), BWFG uses formulaic performance metrics (e.g., ROA, ROTCE, NIM, capital ratios) to determine annual cash and performance‑vesting RS awards; performance tranches vest at 0–150% for 2024+ grants. This does not apply to director pay.
Other Directorships & Interlocks
| Company/Organization | Public Company? | Committee Roles | Notes |
|---|---|---|---|
| Waveny Health Care | No | Chairman (2016–2018) | Non‑profit; no public company interlocks disclosed |
No other public company directorships or interlocks for Lampert are disclosed. Compensation Committee interlocks: none.
Expertise & Qualifications
- Legal/litigation leadership for banks and title companies; construction/real estate disputes expertise.
- Financial markets exposure (former Series 7/63 broker).
- Corporate governance and community leadership (non‑profit chair experience).
- Corporate Secretary role indicates board process/controls engagement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Todd H. Lampert | 41,607 | * (<1%) | Includes 9,699 shares held jointly with spouse |
| Unvested Director RSAs (as of 12/31/2024) | 8,854 | — | Outstanding unvested restricted stock |
| Ownership Guideline Compliance | Meets (for directors ≥2 years) | — | ≥3x average fees (min $150k) |
| Pledging/Hedging | Prohibited | — | No margin accounts or pledging |
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2023 | 81.5% |
| 2024 | 89.1% |
Rising approval indicates improving investor support for BWFG’s compensation program design and governance engagement.
Governance Assessment
- Alignment and independence
- Independent director; adheres to anti‑hedging/anti‑pledging; meets ownership guidelines, supporting alignment.
- Holds Corporate Secretary role and serves on Compensation and Governance & Nominating Committees—high engagement in pay and governance oversight (12 and 8 meetings in 2024, respectively).
- Compensation design signals
- Director pay is cash + time‑based equity; additional Corporate Secretary RS grants and one‑time special RS awards for committee workload were used in 2023 and 2024. Investors may monitor recurring “special awards” as potential pay inflation if they persist.
- Conflicts and related‑party transactions
- No related‑party transactions involving Lampert disclosed; no loans to related parties as of 12/31/2024. His law firm’s financial relationships are not disclosed with BWFG; governance policy requires review >$50k/year.
- Board effectiveness
- Board and committees met frequently; attendance thresholds met; risk oversight enhanced via a new Risk Committee in 2024.
RED FLAGS
- None identified in filings: no related‑party transactions, no pledging/hedging, no Section 16 delinquency noted for Lampert, and majority‑independent board with strong attendance. Continue monitoring any recurring special equity awards to directors.
Overall, Lampert’s legal background, committee service on Compensation and Governance & Nominating, and adherence to ownership/anti‑pledge policies support board effectiveness and investor alignment, with low conflict risk as disclosed.