Kent Landvatter
About Kent Landvatter
Kent Landvatter, age 70, has served as Chief Executive Officer of FinWise Bancorp since September 2010 and as Chairman of the Board since October 2022; he also serves as Executive Chairman of FinWise Bank . He holds a B.S. and MBA from the University of Utah and brings over 40 years of banking experience, including leadership of de novo banks Comenity Capital Bank and Goldman Sachs Bank USA and experience with distressed banks . Under his recent tenure, FinWise generated net income of $12.7 million in 2024 vs. $17.5 million in 2023, with total assets rising to $746.0 million (+27.3% YoY) and loan originations increasing to $5.0 billion (+$0.7 billion YoY), while NIM contracted to 9.99% from 11.65% as the company diversified into lower-risk, lower-yield lending .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comenity Capital Bank | President | Not disclosed | De novo bank leadership experience |
| Goldman Sachs Bank USA | President | Not disclosed | De novo bank leadership experience |
| Distressed banks (various) | Executive/Advisor | Not disclosed | Turnaround experience in banking |
External Roles
No additional external public company directorships or roles are disclosed for Mr. Landvatter in the 2025 proxy beyond his FinWise Bancorp directorship .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 558,462 | 569,331 |
| Target Cash Bonus ($) | — | 575,000 (company target amount used in plan) |
| Actual Cash Bonus Paid ($) | 253,578 | 402,500 |
| All Other Compensation ($) | 31,580 | 37,400 |
| Total Compensation ($) | 1,445,635 | 1,922,731 |
Notes:
- “All Other Compensation” for 2024 includes 401(k) match of $14,646 and health/welfare benefits of $22,754; 2023 includes 401(k) match of $13,200 and health/welfare of $18,380 .
- Mr. Landvatter does not receive non-employee director retainers; his compensation is disclosed in the Summary Compensation Table .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Pre-tax net income | Not disclosed | Target bonus $575,000 | Paid $402,500 | Annual (per Cash Bonus Plan) |
| RSUs (2024 grants) | Time-based | Not applicable | — | Grant-date fair value $913,500 | 5 equal annual installments from May 28, 2024; additional 20% effective July 3, 2024 for one grant |
| RSUs (2023 grants) | Bank Return on Average Assets (ROAA) | Not disclosed | Not disclosed | Grant-date fair value $483,280 | Vests over first three anniversaries of April 18, 2023 subject to ROAA |
| Stock Options (2023 grant) | Bank ROAA | Not disclosed | Not disclosed | Grant-date fair value $118,735; option FV $4.11/sh | Vests over first three anniversaries from Apr 18, 2023 subject to ROAA |
Program design:
- Cash Bonus Plan (adopted Mar 21, 2023) aligns bonuses to specified levels of pre-tax net income; payouts interpolate against targets and are subject to board discretion .
- Timing policies prohibit grant timing around MNPI; no options granted to NEOs during 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | 1,174,032 shares; 8.7% of outstanding (13,214,827 shares outstanding) |
| Ownership Breakdown | Includes 70,200 shares held via IRA and 219,910 shares underlying vested options |
| Options – Exercisable | 40,914 @ $3.64 expiring 12/24/2029; 137,400 @ $3.64 expiring 12/23/2029; 14,902 @ $13.04 expiring 6/9/2032; 9,622 @ $8.63 expiring 4/18/2033 |
| Options – Unexercisable/Unearned | 7,450 (equity incentive, $13.04 strike); 19,244 (equity incentive, $8.63 strike) |
| Unvested RSUs/PSUs (12/31/2024) | 14,315 (2022 ROAA award); 37,333 (2023 ROAA award); 72,000 (2024 time-based award); 18,000 (2024 award with 20% effective July 3, 2024) |
| Market Value (Unvested Shares) | Based on $15.98 closing price on 12/31/2024: $228,754 (2022); $596,581 (2023); $1,150,560 (2024 May award); $287,640 (2024 July award) |
| Hedging/Pledging Policy | Board discourages hedging, holding unvested stock in margin accounts, or pledging unvested stock; policy does not fully prohibit derivative/speculative transactions |
| Ownership Guidelines | Not disclosed in the 2025 proxy |
Employment Terms
- Employment Agreement: The company states it does not have employment agreements with named executive officers except as described; Mr. Landvatter is party to a Non-Qualified Stock Option Agreement dated December 24, 2019 (exercise price $3.64; up to 40,914 shares; expires 12/24/2029; vested over four years) . The 2024 proxy describes that, upon a Change in Control, the Landvatter Option will vest in full .
- Equity Plan Change-in-Control Treatment: Under the 2016 and 2019 Stock Plans, awards may be assumed/substituted or have vesting accelerated at the Compensation Committee’s discretion in a merger/change-of-control; repricing requires shareholder approval . The amended and restated 2016 Plan further defines change-of-control and treatment of awards, including scenarios where awards vest or lapse if not assumed, and post-termination exercise windows for death/disability .
- Clawback: Compensation recoupment policy adopted November 28, 2023 pursuant to Nasdaq listing standards; applies to incentive-based compensation in the three fiscal years preceding a required accounting restatement .
- Insider Trading Policy: Adopted; prohibits trading on MNPI and describes compliance expectations; timing of grants not coordinated with MNPI .
- Non-compete/Non-solicit/Severance: Not disclosed in proxy; no separate employment agreement for Mr. Landvatter beyond the NSO .
Board Governance
- Board Role: Director since 2010; currently combined CEO and Chairman of FinWise Bancorp; Executive Chairman of FinWise Bank . The Board explicitly permits combined roles and argues effectiveness with a Lead Independent Director framework .
- Lead Independent Director: Howard I. Reynolds serves as Vice Chairman and Lead Independent Director; chairs Nominating & Corporate Governance Committee; presides over executive sessions and liaises with Chairman .
- Committee Roles: Nominating & Corporate Governance Committee members are Reynolds (Chair), Gibson, Giordano, Nievaard; all evaluated as independent per Nasdaq rules . Mr. Landvatter’s compensation is addressed in the Executive Compensation section, not as a non-employee director .
- Board Structure: Nine members in three classes; Mr. Landvatter a Class II director nominated for re-election in 2025 .
Director Compensation
- Mr. Landvatter is excluded from non-employee director compensation; director retainers are paid in cash and restricted stock to outside directors (~35% equity); 2024 program includes $70,000 annual cash retainer for outside directors, $85,000 for Lead Independent Director, $9,000 for committee chairs, and $3,600 for committee members; director stock awards had ~$0.3 million aggregate grant-date fair value in 2024 .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Loan Originations ($B) | 4.3 | 5.0 |
| Net Interest Margin (%) | 11.65 | 9.99 |
| Net Income ($MM) | 17.5 | 12.7 |
| Total Assets ($MM, YE) | 586.2 | 746.0 |
| Deposits ($MM, YE) | 404.8 | 545.0 |
Highlights:
- Expansion into strategic programs (Earnest, Hank Payments, Plannery, PowerPay) and MoneyRails/BIN sponsorship initiatives to diversify revenue .
- Higher non-interest expenses in 2024 driven by growth investments; effective tax rate decreased to 25.0% .
Investment Implications
- Alignment via Ownership: With 8.7% beneficial ownership and 219,910 vested options, Mr. Landvatter’s equity stake is material and suggests strong alignment with shareholder outcomes; however, the company does not fully prohibit derivative/speculative transactions, and pledging of unvested stock is discouraged but not entirely barred—monitor for hedging/pledging disclosures and Form 4 activity .
- Pay-for-Performance Design: Cash bonuses are tied to pre-tax net income under the 2023 Cash Bonus Plan, aligning incentives to profitability; 2023 equity awards (RSUs/options) used ROAA performance conditions, while 2024 equity awards shifted to five-year time-based vesting—this represents a move to lower at-risk equity and could reduce performance sensitivity if time-based grants persist .
- Retention and Change-of-Control: The Landvatter NSO accelerates upon Change in Control; the Stock Plans permit award assumption or accelerated vesting if not assumed—this creates potential for enhanced payouts in strategic transactions and supports retention but introduces golden parachute optics; absence of a broader employment agreement implies no disclosed severance multiples .
- Governance Risk/Balance: Combined CEO-Chair role raises independence concerns, but the Lead Independent Director structure and committee independence provide counterbalance; continued scrutiny of board effectiveness and executive sessions is warranted .
- Performance Context: 2024 profitability declined vs. 2023 due to growth investments and margin mix, while originations and assets grew—compensation increased in 2024, supported by higher equity grants and bonus payouts; investors should monitor the balance between growth spending and earnings trajectory in 2025 relative to incentive outcomes .
Key watch items: future mix of performance vs. time-based equity, any hedging/pledging disclosures, evolution of bonus targets and peer benchmarking, and transaction-related acceleration provisions.