Robert Wahlman
About Robert Wahlman
Robert Wahlman, age 69, has served as Executive Vice President and Chief Financial Officer of FinWise Bancorp and FinWise Bank since March 2024, bringing 35+ years in banking and nearly 20 years as CFO of private and public bank holding companies. He previously was CFO of Axiom Bank/Axiom Bancshares (Dec 2021–Mar 2024), where he “played a key role in restoring the bank to profitable operations,” and earlier worked as an independent consultant and adjunct accounting instructor at Clemson University (2019–2021) . Company performance during his tenure includes FY2024 net income of $12.7 million vs. $17.5 million in FY2023 as FinWise diversified into lower-risk, lower-yield lending; net interest margin declined to 9.99% from 11.65%, and total assets rose to $746.0 million (+27.3% y/y) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axiom Bank & Axiom Bancshares, Inc. | Chief Financial Officer | Dec 2021 – Mar 2024 | Key role in restoring the bank to profitable operations |
| Various financial services companies; Clemson University | Independent consultant; Interim CFO; Adjunct accounting instructor | Jan 2019 – Dec 2021 | Advised potential bank investors; interim CFO roles; taught accounting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Three bank boards (names not disclosed) | Director | Not disclosed | Governance experience across bank boards |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 315,847 | Reported in 2025 DEF 14A Summary Compensation Table |
| Bonus ($) | 300,000 | Paid under Cash Bonus Plan; target disclosed below |
| Stock Awards ($) | 355,250 | Grant-date fair value under ASC 718 |
| Option Awards ($) | — | No option awards in 2024 |
| All Other Compensation ($) | 198,632 | Includes relocation bonus |
| Total ($) | 1,169,729 | Sum of components |
All Other Compensation (2024)
| Item | Amount ($) |
|---|---|
| 401(k) Match | 8,246 |
| Health & Welfare | 5,386 |
| Other (Relocation Bonus) | 185,000 |
| Total | 198,632 |
Offer Letter Terms (agreed Jan 2024)
| Term | Value |
|---|---|
| Base Salary | $400,000 |
| 2024 Target Cash Bonus | $150,000 (superseded by Cash Bonus Plan target of $300,000) |
| 2024 Equity Grant | $150,000 restricted stock (ultimately replaced with $150,000 cash paid in 2025) |
| Relocation Bonus | $185,000 (cash) |
Performance Compensation
Cash Bonus Plan
| Metric | Target | Actual/Payout | Mechanics | Risk Adjustment |
|---|---|---|---|---|
| Pre-tax net income | Wahlman 2024 target bonus: $300,000 | $300,000 paid | Linear interpolation vs. target; Board retains discretion | Committee may reduce plan bonuses up to 25% for inappropriate risk |
Equity Awards and Vesting
| Grant Date | Award Type | Shares | Vesting | Market Value of Unvested ($) at 12/31/2024 |
|---|---|---|---|---|
| May 28, 2024 | Restricted stock (RSU-equivalent) | 28,000 | 5 equal annual installments on each May 28 from 2025–2029; service-based (2024 grants) | 447,440 (at $15.98 close) |
| July 3, 2024 | Restricted stock (effective 20% as of Jul 3, 2024) | 7,000 | Same 5-year service-based schedule tied to May 28 anniversary | 111,860 (at $15.98 close) |
Key design notes:
- 2024 equity grants vest based on continued service only; beginning with 2022 grants (except 2024), vesting generally required both service and achievement of specified levels of the Bank’s ROAA .
- In April 2025, the Board determined all future equity awards will vest only if the Bank’s ROAA for the most recent annual period exceeds the FDIC industry average at the applicable vesting date, strengthening pay-for-performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 35,000 shares; <1% of outstanding (13,214,827 shares outstanding at 4/21/2025) |
| Unvested RSUs | 35,000 shares (28,000 from 5/28/2024; 7,000 from 7/3/2024) |
| Options | None listed for Wahlman at 12/31/2024 |
| Ownership guidelines | Not disclosed in proxy; Board uses external consultant Hunt Financial for peer benchmarking |
| Hedging/pledging | Board discourages derivative/speculative transactions involving unvested stock (hedging/margin/pledging), but does not prohibit directors/officers from engaging in derivative/speculative transactions; clawback policy adopted Nov 28, 2023 pursuant to Nasdaq rules |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Company generally has no employment agreements with NEOs; Wahlman is under an offer letter |
| Severance / change-in-control | Stock plans allow the Compensation Committee to determine treatment of outstanding awards upon change in control (assumption, replacement, or vesting); no individual severance multiples for Wahlman disclosed |
| Non-compete / non-solicit | Not disclosed |
| Clawback | Compensation Recoupment Policy adopted Nov 28, 2023 per SEC/Nasdaq listing standards; applies to excess incentive-based compensation tied to financial restatements within prior three fiscal years |
| Benefits/perquisites | 100% health/dental insurance covered; reimbursement of copays for certain executives (incl. Wahlman); limited perquisites; 401(k) participation |
Investment Implications
- Pay-for-performance linkage improved for future equity grants: Starting April 2025, vesting requires Bank ROAA to exceed FDIC industry average, tightening performance gating vs. prior service-based vesting (including Wahlman’s 2024 grants). This raises the hurdle for equity realizations and should align incentives with risk-adjusted returns .
- 2024 pay mix skewed to cash and service-vested equity: Wahlman’s 2024 bonus ($300k) and service-based RSUs (35k shares) create near-term retention hooks via multi-year vesting but reduce immediate performance sensitivity; future grants will be more performance-contingent .
- Ownership alignment modest: 35,000 shares beneficially owned (<1%); substantial unvested RSUs vesting over five years could create periodic selling pressure at vest dates, though no options are outstanding and no Form 4 data were identified in this document search; Board discourages but does not prohibit hedging/pledging, a governance soft-spot vs. strict bans .
- Risk controls and governance: Discretionary risk-based bonus reductions up to 25% and a clawback compliant with Nasdaq/SEC rules mitigate misaligned payouts; change-in-control treatment is plan-driven with committee discretion, without disclosed individual parachute multiples for Wahlman—limiting shareholder-unfriendly guarantees .
- Execution signals: Wahlman’s CFO commentary emphasizes positive operating leverage, disciplined funding via brokered CDs near term, and building lower-cost deposit strategies via payments—all consistent with reducing balance-sheet risk while scaling fintech-originated volumes. These focus areas support long-term value creation if capital and credit metrics track guidance .