Banks that suddenly lose a leader are often ripe for takeover speculation, but savvy directors could also view the situation as a chance to get a higher price for investors since they don't have to worry about a chief executive payout.
Contracts for CEOs often include clauses that call for those executive to be paid 2.99 times their average salary from previous years when there is a change in control. Such clauses can reduce the amount of money that goes to investors.
"The dirty little secret of deal making is that investment bankers and buyers look at the total aggregate price and then back off the deal expenses," said Jeff Marsico, an executive vice president at Kafafian Group, a community banking advisory firm in New Jersey. The absence of a CEO payout "could mean maybe $1 million more that could drop right into the pockets of the shareholders."
Enter Bankwell Financial, an ambitious company in New Canaan, Conn., that went public earlier this year and recently bought the $100 million-asset Quinnipiac Bank & Trust. Peyton Patterson, Bankwell's high-profile CEO, stepped down in August after the revelation of legal issues tied to her personal finances. Her 2013 salary was $500,000.
Bankwell's board could be considering its options, industry experts said. The $1 billion-asset company hasn't issued any formal remarks recently about its CEO search, and there was no update when it reported quarterly results last week. Blake Drexler, Bankwell's chairman and a portfolio manager at Mariner Capital, has been handling CEO duties.
A Bankwell spokeswoman declined to comment on the CEO search or the potential for a sale.
"With some of the recently announced deal activity in the Northeast, the board is not going to rush into hiring somebody without carefully weighing all of their options," Alexander Twerdahl, an analyst at Sandler O'Neill, wrote in a note to clients last week. "Recall that insiders at Bankwell own over 36% of the company."
Twerdahl said in an interview that his opinion is purely speculation. Still, given recent consolidation in the Northeast, other analysts said a sale is possibly being pondered.
"I wouldn't rule it out whenever there's a gap in senior management, the prudent thing to do is to be looking at all of your strategic possibilities," said Collyn Gilbert, an analyst at Keefe, Bruyette & Woods.
S&T Bancorp's agreement last week to buy Integrity Bancshares in Camp Hill, Pa., for 260% of the seller's tangible book value could be of particular interest to Bankwell's board, Marsico said.
"If I was sitting on Bankwell's board with no CEO and looked at that deal, I'd wonder, 'Can we get something like this? What CEO could possibly deliver that kind of value to our shareholders?' " Marsico said.
Buyers could also have an interest in Bankwell's lending prowess. The company's loan portfolio increased by 9% at Sept. 30 from a quarter earlier, to $730 million. By comparison, American Banker analysis of more than 300 banks with $40 billion or less in assets found that loan books, on average, grew 2.3% over the same period.
Bankwell should continue to produce strong loan growth from pipelines its lenders built over the summer, Twerdahl wrote in his latest research note.
"Bankwell is an asset generator," he added in an interview. "There are plenty of banks in the Northeast with good deposits, but not ones that are growing assets at this pace. I'd say anyone who could digest a $1 billion-asset bank could be paying attention to them."