Bankwell Financial Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten (10) directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected and qualified.

2. 2

   Advisory (non-binding) vote on executive compensation

   ManagementBoard: FOR

   Advisory (non-binding) proposal to approve the Company’s executive compensation as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This non-binding management proposal asks shareholders to approve the Company’s executive compensation program as described in the proxy (a Say-on-Pay vote). Management seeks this approval to validate its pay-for-performance approach, which for 2025 emphasizes a mix of base salary, annual cash incentives tied to defined financial and individual metrics, and long-term performance-based equity that vests based on ROAA and TSR relative to an approved peer group. The Board highlights governance features intended to align pay and long-term shareholder value, including use of an independent compensation consultant, defined performance metrics and thresholds, clawback provisions, stock ownership and retention policies, anti-hedging/anti-pledging rules, and revised equity vesting structures introduced in 2025 (three-year cliff vesting for performance awards). The proposal is non-binding, but the Compensation Committee and Board will consider shareholder feedback when setting future compensation. The proxy notes that 87.7% of votes supported executive compensation at the 2025 meeting, providing context that prior shareholder approval was strong. Support would signal endorsement of the Committee’s recent shift toward more formulaic, metric-driven pay determinations and the transition in equity vesting; opposition could signal shareholder concerns about pay levels, incentive design, or governance and would likely trigger further engagement. For institutional investors assessing the proposal, key considerations include the alignment of the chosen metrics (ROAA and TSR) with strategy, the peer-group selection and benchmarking process, the balance of short- and long-term incentives, and the presence of anti-risk measures and clawbacks. The Board recommends a FOR vote, arguing these programs are market-aligned and designed to retain management while linking pay to measurable company performance.

3. 3

   Advisory (non-binding) vote on the frequency of advisory votes on executive compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to indicate whether the shareholder advisory vote on executive compensation should occur every one, two, or three years (Say-on-Frequency).

   More detail

   This non-binding management proposal asks shareholders to indicate whether the advisory vote on executive compensation should occur every one, two, or three years, with the Board recommending an annual (one-year) frequency. Management argues that an annual advisory vote provides a timely and meaningful forum for shareholders to approve or express concerns about the Company’s pay practices, particularly given recent changes to compensation design including a shift to more formulaic cash incentive metrics and three-year cliff vesting for performance equity. The Board frames the annual vote as a mechanism to ensure regular, detailed shareholder feedback that the Compensation Committee will consider in setting future pay. From a governance perspective, choosing annual votes increases engagement and responsiveness but can increase administrative burden and may encourage short-term reactions to annual results, which is relevant given the Company’s increased use of multi-year performance metrics (ROAA and TSR) for equity awards. Conversely, a multi-year frequency could better align with long-term incentive cycles and reduce vote noise, but would give shareholders fewer formal opportunities to signal dissatisfaction. The recommendation for annual voting reflects the Board’s emphasis on frequent engagement and accountability; however, investors should weigh the trade-off between governance responsiveness and the potential for annual votes to focus attention on short-term performance. The vote is non-binding; the Board will consider results but is not required to follow them, making this primarily an engagement and signaling mechanism rather than a mandate.

4. 4

   Ratification of the selection of independent auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Bankwell Financial Group Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Bankwell Financial Group Inc 2026 annual meeting?

Bankwell Financial Group Inc (BWFG) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Bankwell Financial Group Inc 2026 meeting?

The record date for the Bankwell Financial Group Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bankwell Financial Group Inc's 2026 meeting?

The board is presenting 10 director nominees at the Bankwell Financial Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bankwell Financial Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Bankwell Financial Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.