Bankwell Financial Group, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of Bankwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that Bankwell’s disclosure controls and procedures were effective as of the end of the period covered by this report. Internal Control over Financial Reporting Bankwell’s management has issued a report on its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. As of December 31, 2022, senior management concluded that Bankwell maintained effective internal control over financial reporting. There were no changes made in the Company's internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The report of the Company's management follows. Management’s Report on Internal Control over Financial Reporting The management of Bankwell Financial Group and its Subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management’s assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In accordance with the rules and regulations of the SEC, management’s report on the design and effectiveness of Bankwell’s system of internal control over financial reporting is not subject to attestation by Bankwell’s independent registered public accounting firm. The SEC rules and regulations applicable to Bankwell only require a report by management. Accordingly, this annual report filed on Form 10-K for the year ended December 31, 2022 does not include an opinion by Bankwell’s independent registered public accounting firm regarding management’s system of internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspection Not Applicable. 111 PART III Item 10. Directors, Executive Officers and Corporate Governance The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission (the "Commission") no later than April 30, 2023. Item 11. Executive Compensation The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2023. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2023. Item 13. Certain Relationships and Related Transactions, and Director Independence The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2023. Item 14. Principal Accountant Fees and Services The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2023. 112 PART IV Item 15. Exhibits, Financial Statement Schedules (A)(1) FINANCIAL STATEMENTS The following consolidated financial statements of the Company are included in Item 8 of this report: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - As of December 31, 2022 and 2021 Consolidated Statements of Income - For the years ended December 31, 2022 and 2021 Consolidated Statements of Comprehensive Income (Loss) - For the years ended December 31, 2022 and 2021 Consolidated Statements of Shareholders' Equity - For the years ended December 31, 2022 and 2021 Consolidated Statements of Cash Flows - For the years ended December 31, 2022 and 2021 Notes to Consolidated Financial Statements (A)(2) FINANCIAL STATEMENT SCHEDULES Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein. (A)(3) EXHIBITS The exhibits listed in the Exhibit Index in this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings. 113 Exhibit Index Number Description Exhibit 3.1 Certificate of Incorporation as amended to date (1) Exhibit 3.2 Amended and Restated Bylaws (1) Exhibit 4.1 Description of the Registrant's Common Stock (5) Exhibit 10.1† Employment Agreement of Christopher R. Gruseke dated June 1 , 201 6 (3) Exhibit 10.2† 2002 Bank Management, Director and Founder Stock Option Plan (1) Exhibit 10.3† 2006 Bank of New Canaan Stock Option Plan (1) Exhibit 10.4† 2007 Bank of New Canaan Stock Option and Equity Award Plan (1) Exhibit 10.5† 2011 BNC Financial Group, Inc. Stock Option and Equity Award Plan (1) Exhibit 10.6† 2012 BNC Financial Group, Inc. Stock Plan (1) Exhibit 10.7† Amendment to the 2012 BNC Financial Group, Inc. Stock Plan (1) Exhibit 10.8† BNC Financial Group, Inc. and Affiliates Deferred Compensation Plan for Directors, January 23, 2008 (1) Exhibit 10.9† Employment Agreement of Penko Ivanov (4) Exhibit 10.10 Form of Director Indemnification Agreement (2) Exhibit 10.11 Form of Executive Officer Indemnification Agreement (2) Exhibit 10.12† Employment Agreement of Christine Chivily (4) Exhibit 10.13 Agreement dated February 5, 2020 between Lawrence B. Seidman and Bankwell Financial Group, Inc. (5) Exhibit 10.14 First Amendment to Agreement dated as of July 30, 2022, amending Agreement dated as of February 5, 2020 by and among Bankwell Financial Group, Inc. and Lawrence B. Seidman (7) Exhibit 10.15† Employment Agreement of Matthew McNeill (6) Exhibit 10.16† 2018 Bankwell Financial Group, Inc. Long-Term Incentive Plan (6) Exhibit 10.17† 2022 Bankwell Financial Group, Inc. Stock Plan (7) Exhibit 10.18† Empl oy ment Agreement of Courtney E. Sacchetti Exhibit 21.1 Subsidiaries of the Registrant (1) Exhibit 23.1 Consent of RSM US LLP Exhibit 31.1 Certification of Christopher R. Gruseke Pursuant to Rule 13a-14(a) Exhibit 31.2 Certification of Courtney Sacchetti pursuant to Rule 13a-14(a) Exhibit 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following materials from Bankwell Financial Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2022, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Management contract or compensatory plan or arrangement (1) Filed as part of the Registrant’s Registration Statement on Form S-1 filed on April 4, 2014. (2) Filed as part of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on May 5, 2014. (3) Filed as part of the Registrant’s December 31, 2016 Form 10-K. (4) Filed as part of the Registrant's June 30, 2018 Form 10-Q. (5) Filed as part of the Registrant's December 31, 2019 Form 10-K (6) Filed as part of the Registrant's December 31, 2020 Form 10-K (7) Filed as an Exhibit to Registrant's June 30, 2022 Form 10-Q. Item 16. Form 10-K Summary None. 114 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANKWELL FINANCIAL GROUP, INC. By: /s/ Christopher R. Gruseke Christopher R. Gruseke President and Chief Executive Officer Dated: March 8, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature & Title Date /s/ Christopher R. Gruseke March 8, 2023 Christopher R. Gruseke President, Chief Executive Officer and a Director (principal executive officer) /s/ Courtney E. Sacchetti March 8, 2023 Courtney E. Sacchetti Executive Vice President & Chief Financial Officer (principal financial and accounting officer) /s/ George P. Bauer March 8, 2023 George P. Bauer Director /s/ Gail Brathwaite March 8, 2023 Gail Brathwaite Director /s/ Richard Castiglioni March 8, 2023 Richard Castiglioni Director /s/ Eric J. Dale March 8, 2023 Eric J. Dale Director /s/ Darryl Demos March 8, 2023 Darryl Demos Director /s/ Blake S. Drexler March 8, 2023 Blake S. Drexler Director /s/ James M. Garnett March 8, 2023 James M. Garnett Director /s/ Todd Lampert March 8, 2023 Todd Lampert Director /s/ Victor S. Liss March 8, 2023 Victor S. Liss Director /s/ Carl M. Porto March 8, 2023 Carl M. Porto Director /s/ Lawrence B. Seidman March 8, 2023 Lawrence B. Seidman Director 115