Michael O'Brien
About Michael O’Brien
Michael O’Brien, age 53, serves as Chief Compliance & Risk Officer, Corporate Counsel, Corporate Secretary, and Executive Vice President of FinWise Bancorp and FinWise Bank. He joined in September 2021 and brings 25+ years of legal, compliance, and risk management experience across financial services, including law firm practice, E*TRADE Financial, Sallie Mae Bank, EnerBank USA, and Snap Finance; he is licensed to practice law in Utah and Washington, D.C. . Executive incentive frameworks at FINW emphasize pay-for-performance via pre-tax net income for annual cash bonuses and ROAA-based vesting for equity awards, with updated terms in 2025 requiring Bank ROAA to exceed the FDIC industry average for vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnerBank USA | Corporate Counsel & Chief Compliance Officer | 2011–2014 | Built compliance program at Utah industrial bank; supported growth and regulatory rigor . |
| Snap Finance | Chief Compliance Officer & Corporate Counsel | 2015–2018 | Led consumer compliance in fintech lending; strengthened risk controls . |
| O’Brien Corporate & Financial Law | Founding Attorney | 2018–2021 | Advised financial services clients on corporate and regulatory matters . |
| E*TRADE Financial | Legal roles (titles not specified) | Not disclosed | Supported broker-dealer/bank compliance and legal operations . |
| Sallie Mae Bank | Legal roles (titles not specified) | Not disclosed | Worked on bank legal/compliance matters . |
External Roles
- None disclosed (no public company directorships or committee roles identified) .
Fixed Compensation
- No individual base salary, target bonus, or actual bonus detail for Michael O’Brien is disclosed in recent proxies; named executive officer tables cover CEO, President/Bank CEO, and CFO only for 2024 and 2023 .
- Company-wide frameworks:
- Cash Bonus Plan aligns pay with pre-tax net income; for 2022, “other executive officers” (a cohort that would include O’Brien) had bonuses based 75% on pre-tax net income and 25% on department goals with threshold/target/maximum mechanics (0%–175% of target) .
- In 2024, the proxy describes Cash Bonus Plan targets for NEOs; non-NEO details are not enumerated .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (design – other executive officers, 2022 plan) | Pre-tax net income | 75% | Threshold at 80% of target; target; max at ≥120% | Not disclosed for O’Brien | 0%–175% of target via linear interpolation | Annual cash payout; Committee discretion up to −25% for excessive risk . |
| Annual Cash Bonus (design – other executive officers, 2022 plan) | Department goals | 25% | Threshold/target/max as above | Not disclosed for O’Brien | Included in 0%–175% overall | Annual cash payout . |
| Long-Term Incentive (equity, 2022–2023 design) | ROAA (Bank) | n/a | Vests ratably over three years subject to ROAA levels | Not disclosed for O’Brien | n/a | 2019 Plan equity awards vest on ROAA; options/restricted stock per plan . |
| Long-Term Incentive (equity, updated 2025 policy) | ROAA vs FDIC industry average | n/a | Vesting only if Bank ROAA exceeds FDIC industry average for most recent annual period | Not disclosed for O’Brien | n/a | Adopted April 2025 Board action on Compensation Committee recommendation . |
Note: O’Brien-specific targets/awards are not itemized; table shows company plan mechanics applicable to non-NEO executives .
Equity Ownership & Alignment
- Beneficial ownership tables list directors and named executive officers; Michael O’Brien is not included, so direct/indirect holdings, options/RSUs breakdown, or ownership as % of outstanding are not disclosed in the proxies reviewed .
- Insider Trading Policy prohibits trading on MNPI and addresses timing of grants; the company discourages hedging and pledging of unvested stock but does not have a formal prohibition on derivative/speculative transactions (potential alignment risk) .
- Clawback policy adopted Nov 28, 2023 to comply with Nasdaq/SEC rules; enables recovery of excess incentive-based compensation after accounting restatements .
- Stock ownership guidelines for executives are not described in the proxy sections reviewed .
Employment Terms
- No O’Brien-specific employment agreement or severance/change-in-control terms are disclosed in recent filings; comparable agreements were disclosed for CEO stock options (legacy) and CFO offer letter/bonuses/relocation, but not for O’Brien .
- Corporate Secretary role and contact information confirm O’Brien’s governance function and recordkeeping responsibilities .
- Company-wide policies:
- Insider Trading Policy and timing of equity grants to avoid MNPI effects .
- Compensation Recoupment Policy (clawback) compliant with Nasdaq/SEC final rules .
Investment Implications
- Pay-for-performance alignment: Executive cash bonuses are linked to pre-tax net income and equity vesting hinges on ROAA attainment; in 2025, the vesting hurdle was tightened to require ROAA above FDIC industry average, signaling a more performance-stringent LTIP framework .
- Retention and selling pressure: O’Brien’s specific RSU/option holdings and vesting schedules are not disclosed; absence of Form 4 detail in proxies limits visibility into potential forced-selling windows or net share accumulation trends .
- Alignment risk flags: The company discourages but does not prohibit hedging and pledging of unvested stock; absence of an explicit anti-hedging/anti-pledging ban may reduce alignment and elevate governance risk relative to best practices .
- Contract certainty: No disclosed severance, change-in-control, or non-compete specifics for O’Brien; this opacity complicates retention risk modeling and parachute economics analysis .
- Net takeaway: O’Brien’s remit spans compliance and risk at a bank emphasizing ROAA-driven equity vesting and cash bonuses tied to pre-tax net income. Clawback adoption is a positive governance signal, but incomplete disclosure on his personal equity ownership and the lack of formal hedging/pledging prohibitions warrant caution in evaluating alignment and insider trading signals .