Finward Bancorp Announces Annual Meeting of Shareholders on May 24, 2024

TL;DR

<b>Finward Bancorp will hold its Annual Meeting of Shareholders virtually on May 24, 2024, with key votes on director elections, auditor ratification, and executive compensation.</b>

AI Summary

Finward Bancorp (FNWD) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Annual Meeting of Shareholders for Finward Bancorp to be held virtually on May 24, 2024. Key agenda items include the election of two directors for three-year terms, ratification of FORVIS, LLP as auditors for 2024, and advisory votes on executive compensation and its frequency. Shareholders can attend and vote electronically via the internet at www.virtualshareholdermeeting.com/FNWD2024. A 16-digit control number from the proxy card is required to access the virtual meeting. The meeting will commence at 9:00 a.m. Central Daylight Time.

Why It Matters

For investors and stakeholders tracking Finward Bancorp, this filing contains several important signals. The shift to a virtual-only meeting format may impact shareholder participation and engagement compared to in-person events. Shareholders are required to use a specific 16-digit control number to access the virtual meeting, which could be a barrier for some.

Risk Assessment

Risk Level: low — Finward Bancorp shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) for an annual shareholder meeting, with no immediate financial or operational disclosures indicating significant risk.

Analyst Insight

Shareholders should review the proxy materials to understand the director nominees, auditor appointment, and executive compensation proposals before the May 24, 2024 meeting.

Key Numbers

• May 24, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
• 2 — Directors to be Elected (Number of directors to be elected to serve three-year terms.)
• 3 — Director Term Length (Length of the terms for the elected directors.)
• 2027 — Director Term Expiration (Year the elected directors' terms will expire.)
• 2024 — Auditor Ratification Year (Fiscal year for which FORVIS, LLP is proposed as auditor.)

Key Players & Entities

• Finward Bancorp (company) — Registrant and company holding the annual meeting.
• FORVIS, LLP (company) — Proposed independent registered public accountants.
• May 24, 2024 (date) — Date of the Annual Meeting of Shareholders.
• 2027 (date) — Expiration year for director terms.
• December 31, 2024 (date) — Fiscal year end for which auditors are being ratified.
• 219 836-4400 (phone_number) — Business phone number for Finward Bancorp.
• www.virtualshareholdermeeting.com/FNWD2024 (url) — URL for attending the virtual shareholder meeting.

FAQ

Risk Factors

• Virtual Meeting Format [low — operational]: The annual meeting will be held completely as a virtual meeting, which may affect shareholder participation and the ability to ask questions.
• Shareholder Access to Meeting [low — operational]: Access to the virtual meeting requires a specific 16-digit control number, potentially limiting accessibility for some shareholders.

Industry Context

Finward Bancorp operates as a savings institution, federally chartered, within the financial services sector.

Regulatory Implications

As a federally chartered savings institution, Finward Bancorp is subject to regulations from federal banking authorities, though specific regulatory details are not provided in this proxy statement.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals regarding auditor ratification and executive compensation before voting.
3. Ensure you have the 16-digit control number ready for the virtual meeting on May 24, 2024.

Key Dates

• 2024-05-24: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, and executive compensation.

Year-Over-Year Comparison

This filing is a DEF 14A proxy statement for the annual shareholder meeting, providing information on upcoming votes and not a comparative financial update from a previous filing.

Filing Documents

• d782486ddef14a.htm (DEF 14A) — 404KB
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• 0001193125-24-081985.txt (&nbsp;) — 459KB

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 PROPOSAL 1 ELECTION OF DIRECTORS 5 Board Diversity 7 Nominees for Class III Directors Term Expiring at the Annual Meeting of Shareholders in 2027 8 Class I Directors Term Expiring at the Annual Meeting of Shareholders in 2025 8 Class II Directors Term Expiring at the Annual Meeting of Shareholders in 2026 9 Recommendation of the Board of Directors 10 CORPORATE GOVERNANCE 10 Director Independence 10 Leadership Structure of the Board of Directors 10 Meetings of the Board of Directors 11 Board Committees 11 Risk Oversight 12 Communications with Directors 13 Employee, Officer, and Director Hedging 13 Code of Ethics 13 Stock Ownership Guidelines 13

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 15 Summary Compensation Table for 2023 15 2015 Stock Option and Incentive Plan 16 2023 Executive Annual Incentive Plan 17 Employees Savings and Profit Sharing Plan 18 Group Medical and Insurance Coverage 19 BOLI Insurance 19 Unqualified Deferred Compensation Plan 19 Outstanding Equity Awards at Fiscal 2023 Year-End 20 Potential Payments Upon Termination or Change in Control 20 Employment Agreements 21 Pay Versus Performance 25 Compensation of Directors for 2023 27 Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank 28 TRANSACTIONS WITH RELATED PERSONS 29 AUDIT COMMITTEE REPORT 29 PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 Required Shareholder Approval 30 Recommendation of the Board of Directors 30 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS SERVICES AND FEES 30 Audit Fees 30 Audit Related Fees 30 Tax Fees 30 All Other Fees 30 Preapproval Policy 31 i Table of Contents Page PROPOSAL 3 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 31 Background 31 Required Shareholder Approval 33 Recommendation of the Board of Directors 34 PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 34 Background 34 Recommendation of the Board of Directors 34 DELINQUENT SECTION 16 REPORTS 34 SHAREHOLDER PROPOSALS 35 HOUSEHOLDING 35 OTHER MATTERS 36 ii Table of Contents 9204 Columbia Avenue Munster, Indiana 46321 (219) 836-4400 Proxy Statement For the Annual Meeting of Shareholders To Be Held on May 24, 2024 The Board of Directors of Finward Bancorp, an Indiana corporation (the Bancorp), is soliciting proxies to be voted at the Annual Meeting of Shareholders (the Annual Meeting) to be held completely virtually at 9:00 a.m., Central Daylight Time, on May

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 22, 2024, certain information as to those persons who were known by management to be beneficial owners of more than 5% of the Bancorps Common Stock and as to the shares of the Common Stock beneficially owned by the persons named in the Summary Compensation Table (referred to in this proxy statement as Named Executive Officers) and by all directors and executive officers as a group. Persons and groups owning more than 5% of the Common Stock are required to file certain reports regarding such ownership with the Bancorp and the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on such reports, management knows of no persons, other than as set forth in the table below, who owned more than 5% of the Common Stock at March 22, 2024. Individual beneficial ownership of shares by the Bancorps directors is set forth in the table below under Proposal 1 - Election of Directors. Unless otherwise noted below, the address of each director and executive officer is c/o Finward Bancorp, 9204 Columbia Avenue, Munster, IN 46321. 3 Table of Contents Name and Address of Individual or Identity of Group Amount and Nature of Beneficial Ownership Percent of Shares of Common Stock Outstanding (1) Executive Officers and Certain Directors Benjamin J. Bochnowski 27,500 (2) * Robert T. Lowry 27,087 (3) * Peymon S. Torabi 7,599 (4) * Todd M. Scheub 19,725 (5) * Leane E. Cerven 2,789 (6) * All current directors and executive officers as a group (12 persons) 222,268 (7) 5.17 % Other Beneficial Owners of More than 5% of the Common Stock Fourthstone LLC 428,538 (8) 9.96 % PL Capital Advisors, LLC 355,292 (9) 8.26 % David A. Bochnowski 321,900 (10) 7.48 % * Under 1% of outstanding shares. (1) For each individual or group disclosed in the t

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View this DEF 14A filing on SEC EDGAR