DEF 14A of Finward Bancorp
Filed Apr 1, 2025 · FY20240001193125-25-070420
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS The Board of Directors (the “Board”) currently consists of 11 members. The By-Laws provide that the Board of Directors is to be divided into three classes, with each class containing directors as nearly equal in number as the then total number of directors constituting the entire Board permits. The members of each class are elected for a term of three years and until their successors are elected and qualified. One class of directors is elected annually. The term of the Class I directors expires at the Annual Meeting. The term of the Class II directors expires at the 2026 Annual Meeting, and term of the Class III directors expires at the 2027 Annual Meeting. The four nominees for director this year are Joel Gorelick, Amy W. Han, Ph.D., Robert W. Youman, CPA, and Martin P. Alwin, each of whom is a current director of the Bancorp. If the shareholders elect these nominees at the Annual Meeting, the terms of Mr. Gorelick, Dr. Han, Mr. Youman, and Mr. Alwin will expire in 2028. No director or nominee for director is related to any other director or executive officer of the Bancorp or nominee for director by blood, marriage, or adoption. Except as otherwise described above, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the four nominees named in this proxy statement. On March 21, 2025, James L. Wieser, a current Class III director, informed the Board of his decision to retire from the Board effective as of the conclusion of the Annual Meeting. Mr. Wieser’s retirement is not related to any disagreement with the Bancorp or Bank on any matter relating to the operations, policies, or practices of the Bancorp or Bank. In connection with Mr. Wieser’s retirement, and to achieve a re-balancing of the membership among the classes of directors caused by his retirement, the Board determined to move Jennifer R. Evans from Class II with a term expiring at the 2026 Annual Meeting to Class III with a term expiring at the 2027 Annual Meeting. In this regard, Ms. Evans will resign as a Class II director, effective as of the conclusion of the Annual Meeting, and then, effective immediately thereafter, be appointed by the Board as a Class III director. The resignation and re-appointment of Ms. Evans will be effected solely to re-balance the Board’s classes, and her service on the Board will be deemed to have continued uninterrupted. The Board also has taken action to reduce the size of the Board from 11 to 10 members, effective immediately upon Mr. Wieser’s retirement from the Board as of the conclusion of the Annual Meeting. In this regard, the Board will eliminate the vacant Class II directorship resulting from the resignation of Jennifer R. Evans as a Class II director to facilitate her appointment as a Class III director. Upon the effectiveness of Mr. Wieser’s retirement and Ms. Evans’ re-appointment upon the conclusion of the Annual Meeting, and assuming the election of the four director nominees described herein, the Board will consist of four Class I directors, three Class II directors, and three Class III directors. Pursuant to the Bancorp’s Corporate Governance Guidelines, directors are permitted to serve on the Board until they reach the age of 76, at which time they are required to retire from the Board effective as of the conclusion of the annual shareholders meeting following the date on which the director attains age 76. Directors James Wieser and Joel Gorelick both have attained the age of 76 prior to the date of the Annual Meeting and, under the Bancorp’s Corporate Governance Guidelines, would be required to retire from the Board effective as of the conclusion of the Annual Meeting. However, on January 29, 2024, the Nominating and Corporate Governance Committee approved the waiver of the retirement requirement for Director Wieser so that he may continue to serve until the end of his term as a Class III Director, which term would expire at the Annual Meeting of Shareholders in 2027. As described above, Mr. Wieser will retire from the Board at the conclusion of the Annual Meeting. In addition, on January 22, 2025, the Nominating and Corporate Governance Committee approved the waiver of the retirement requirement for Director Gorelick so that he may be nominated for director and, if elected at the Annual Meeting, continue to serve until the end of his term as a Class I Director, which term would expire at the Annual Meeting of Shareholders in 2028. The following table provides information on the nominees for the position of director of the Bancorp, for each director continuing in office after the Annual Meeting, and for Director Wieser who will not be continuing in office after the Annual Meeting, including the number and percent of shares of Common Stock beneficially owned as of the record date.
PROPOSAL 1 – ELECTION OF DIRECTORS
| Name | Age | Present Principal Occupation | Director Since | Shares Beneficially Owned on March 21, 2025 | Percent of Class(1) | | Nominees for Director | | | | | | | (Class I – Term expiring at annual meeting of shareholders in 2028) | | | | | | | Joel Gorelick | 77 | Chairman of the Board; Retired; former President and Chief Operating Officer of the Bancorp, Charter Chairman Emeritus of the Lake County Economic Alliance, Inc., and Director and Chairman of the Audit Committee of the Indiana Economic Development Corporation | 2000 | 50,862(2) | 1.2% | | Amy W. Han, Ph.D. | 61 | Director for Clinical Affairs and Education of Indiana University School of Medicine – Northwest | 2008 | 7,728(3) | * | | Robert W. Youman | 62 | Investment Advisor and Managing Director with Horwitz & Associates | 2022 | 26,685(4) | * | | Martin P. Alwin | 39 | Senior Analyst at PL Capital Advisors, LLC | 2024 | 1,000(5) | * | | Directors Continuing In Office | | | | | | | (Class II – Term expiring at annual meeting of shareholders in 2026) | | | | | | | Benjamin J. Bochnowski | 44 | President and Chief Executive Officer of the Bancorp and Chief Executive Officer of Peoples Bank | 2014 | 403,162(6) | 9.32% | | Danette Garza, J.D., M.B.A., C.P.A. | 70 | Attorney and Certified Public Accountant; Chief Executive Officer of Jack Gray Logistics Network, Inc., Gary, Indiana | 2013 | 6,592(7) | * | | Robert E. Johnson, III | 55 | President and Chief Executive Officer of Cimcor, Inc. | 2016 | 2,919(8) | * | | Jennifer R. Evans | 66 | Retired Banking Executive; Former Executive Vice President, General Counsel and Corporate Secretary of PrivateBancorp, Inc. | 2024 | – | * | | (Class III – Term expiring at annual meeting of shareholders in 2027) | | | | | | | Anthony M. Puntillo, D.D.S., M.S.D. | 58 | Orthodontist and Chief Executive Officer of Puntillo and Crane Orthodontics, PC | 2004 | 4,858(9) | * | | Carolyn M. Burke | 58 | Chief Financial Officer of Exron Capital Inc. | 2024 | – | * | | Director Not Continuing in Office | | | | | | | James L. Wieser, J.D. | 77 | Attorney with Wieser & Wyllie LLP, Schererville, Indiana | 1999 | 8,883(10) | * |
PROPOSAL 1 – ELECTION OF DIRECTORS
* Under 1% of outstanding shares.
PROPOSAL 1 – ELECTION OF DIRECTORS
| (1) For each individual disclosed in the table above, the figures in this column are based on 4,324,485 shares of Common Stock issued and outstanding as of March 21, 2025, plus the number of shares of Common Stock each such individual has the right to acquire on or within 60 days after March 21, 2025, computed in accordance with Rule 13d-3(d)(1) under the Exchange Act. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (2) Includes 533 shares held jointly with Mr. Gorelick’s spouse, 48,556 shares held in Mr. Gorelick’s individual retirement account, 919 shares held by Mr. Gorelick’s spouse in her individual retirement account, and 854 shares solely owned. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (3) Includes 7,114 shares held jointly with Dr. Han’s spouse and 614 shares solely owned. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (4) Includes 23,994 shares held in Mr. Youman’s individual retirement account and 2,691 shares held as trustee. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (5) Includes 1,000 shares solely owned by Mr. Alwin. Mr. Alwin also may be deemed to be part of a “group” for purposes of Section 13(d)(3) of the Exchange Act with PL Capital Advisors, Richard J. Lashley, and John W. Palmer with respect to the shares of Common Stock beneficially owned by PL Capital Advisors. See footnote 8 to the table above in the section entitled “Security Ownership by Certain Beneficial Owners and Management.” |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (6) For further information regarding the beneficial ownership of these shares, see footnote 7 to the table above in the section entitled “Security Ownership by Certain Beneficial Owners and Management.” |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (7) Includes 600 shares held in Ms. Garza’s individual retirement account, 1,545 shares of restricted stock over which Ms. Garza has voting but not dispositive power, 3,200 shares held as trustee, and 1,247 shares solely owned. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (8) Includes 2,919 shares solely owned by Mr. Johnson. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (9) Includes 3,378 shares held as trustee and 1,480 shares solely owned by Dr. Puntillo. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (10) Includes 7,713 shares held jointly with Mr. Wieser’s spouse, 750 shares held by Mr. Wieser in an agency capacity over which Mr. Wieser has voting and dispositive power, and 420 shares solely owned. |
PROPOSAL 1 – ELECTION OF DIRECTORS
Each of the Bancorp’s directors and director nominees has particular experience, qualifications, attributes, and skills that qualify him or her to serve as a director of the Bancorp. These particular attributes are set forth below for each such director or director nominee.
Board Diversity
Board Diversity The chart below details the diversity composition of our current Board members by various self-identified characteristics.
Board Diversity
| Board Diversity Matrix (as of March 21, 2025) | | | | | | Total Number of Directors | | | 11 | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 7 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 1 | 1 | 0 | 0 | | Hispanic or Latinx | 1 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | | 0 | | |
Nominees for Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028
Nominees for Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028
Nominees for Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028
| | Joel Gorelick currently serves as the Chairman of the Board of Directors of the Bancorp and the Bank. Mr. Gorelick served as President and Chief Operating Officer of the Bancorp until January 2013 when he retired, and has over 50 years of banking experience including retail and commercial banking. He is a Director and Chairman of the Audit Committee of the Indiana Economic Development Corporation and a Charter Chairman Emeritus of the Lake County Economic Alliance, Inc. He has detailed knowledge of commercial lending facilities as well as the intricacies of daily banking operations. His expertise has been utilized as an instructor for educational seminars offered by the Indiana Bankers Association. He has a high profile within | | the community and is active in numerous community activities. This experience assists him in his role as Chairman of the Executive Committee, as a member of the Risk Management and Compliance Committee, and as an invited guest to the various Board committees. | | | | Amy W. Han, Ph.D., completed a Ph.D. in Psychology from the University of Notre Dame in 2003. Prior to graduate work, Dr. Han worked as a management consultant in the areas of human resource management and strategic management with Norrell Services and AT&T in Chicago. She currently serves as the Director for Clinical Affairs and Education at the Northwest campus of Indiana University School of Medicine. Dr. Han lends expertise to the Board in human resources management, organizational design, and strategic management areas. She brings leadership skills and the ability to help individuals achieve their goals to the Board of Directors. She is also very knowledgeable about the means and methods of providing good customer service to individuals in Northwest Indiana and greater Chicagoland. Additionally, Dr. Han has expertise in diversity, equity, and inclusion matters, creating IU’s first Scholarly Concentration in Urban Medicine, Health Disparities and Social Determinants of | | Health, directly impacting the community. Dr. Han also serves on several local boards. This experience assists her in her role as the Vice-Chair of Compensation and Benefits Committee and Vice-Chair of the Nominating and Corporate Governance Committee, and as a member of the Executive Committee. | | | | Robert W. Youman, CPA (Inactive), is an Investment Advisor and Managing Director of Horwitz & Associates, positions he has held since January 2016. He has worked in the securities industry for over thirty years focusing on serving community banks and their investors. Mr. Youman began his career with KPMG LLP where he specialized in audits of community banks. He served as a member of the board of directors of Royal Financial, Inc. and its wholly-owned Illinois state-chartered savings bank subsidiary, Royal Savings Bank, from 2017 to 2022. Mr. Youman lives in Illinois and is familiar with the financial services markets in the Chicagoland area. He also has extensive experience in the areas of community banking, finance, mergers and acquisitions, strategic planning, and wealth management. This experience assists him in his role as the Chairman of the Audit | | Committee and Vice-Chairman of the Risk Management and Compliance Committee, and as a member of the Nominating and Corporate Governance Committee. | | | | Martin P. Alwin is the Senior Analyst at PL Capital Advisors, LLC, an SEC-registered investment advisory firm. Mr. Alwin is also a Principal and Managing Member of RISE Commercial Self-Storage Fund Managers, LLC. Prior to joining PL Capital, he was a Vice President of Investment Banking for Piper Jaffray & Co. focused on mergers & acquisitions, capital raising, balance sheet management, and other advisory services across the U.S. financial services industry. Mr. Alwin began his career at Raymond James Financial, Inc. Mr. Alwin earned his MBA from the University of Chicago Booth School of Business and a Bachelor of Arts degree from Lawrence University. Mr. Alwin previously served on the board of Community West Bancshares (Nasdaq: CWBC), a $1 billion asset bank headquartered in Goleta, California. Mr. Alwin’s experience as a former investment | | banker focused on depository institutions, and primarily community bank and bank holding companies, as well as his current experience as an investment analyst and asset manager focused primarily on community banks and bank holding companies, led the Bancorp to conclude Mr. Alwin should be appointed as a director, and such experience assists in his role as a member of the Audit Committee. | |
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
| | Benjamin J. Bochnowski currently serves as President and Chief Executive Officer of the Bancorp and Chief Executive Officer of Peoples Bank. Mr. Bochnowski joined the Bancorp in 2010, became Executive Vice President and Chief Operating Officer of the Bancorp in 2013, was promoted to President and Chief Operating Officer in 2015, and his current role in 2016. Additionally, he served as Chairman of Finward Bancorp in 2023 and as the Chairman of the Indiana Bankers Association in 2024. He also serves on the Board of Directors of One Region, a non-profit business organization focused on population growth, and Allies for Community Business, a micro-lending fund focused on providing capital to low-income entrepreneurs in the Chicagoland region. Mr. Bochnowski serves as a member of the Executive Committee of the Board of Directors. |
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
| | Danette Garza, J.D., M.B.A., C.P.A., is a certified public accountant as well as a licensed attorney specializing in corporate, estate planning, and elder law. She continues to practice as an attorney at the firm of Austgen, Kuiper, Jasaitis, P.C., in Crown Point, Indiana. The Board draws on her professional strengths and civic involvement as resources to help with the Bancorp’s strategic direction and capitalize on strategic opportunities of the Bancorp. Ms. Garza serves as a member of the Risk Management and Compliance Committee, the Audit Committee and the Compensation & Benefits Committee. From 2015 through 2023, she held ownership of Jack Gray Transport, Inc. and affiliates, a bulk and break bulk hauler and stevedore operation located in Gary, Indiana. In May 2023, petitions for involuntary bankruptcy were filed in the U.S. Bankruptcy Court | | for the Northern District of Indiana, Hammond Division, against Jack Gray Transport, Inc. and various affiliated entities in three separate actions under Chapter 11 of the United States Bankruptcy Code. The three bankruptcy cases were dismissed by the bankruptcy court, with prejudice, in June 2023. Ms. Garza served as Probate Commissioner for the Lake County Superior Court from 2013 to 2017 hearing probate, guardianship and trust cases. | |
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
| | Robert E. Johnson, III, currently is the President and Chief Executive Officer of Cimcor, Inc., a position he has held since 1997. Cimcor, Inc. develops cutting edge cybersecurity software to enable companies to maintain IT system integrity, take immediate action to change, and meet compliance regulations. Prior to Cimcor, Mr. Johnson was the manager of business systems for Kvaerner Metals and Manager of Process Automation & Control for Davy McKee Corporation. Mr. Johnson was appointed Chairman of the board of directors for The Methodist Hospitals in 2020. He has been a member of The Methodist Hospitals board since 2009, and has previously served as the Chair of the Finance Committee and as Vice-Chairman of the board. Mr. Johnson is the former Chairman of the board of directors of the Legacy Foundation. He is a member of the Indiana District Export Council (IDEC), a non-profit operating under the auspices of the U.S. Department of Commerce that promotes | | and supports exporting as a way to strengthen Indiana companies, and is also Vice Chairman of the board of One Region, a regional economic development organization. Mr. Johnson’s cyber security and information technology knowledge and record of community engagement and entrepreneurship add strong expertise and value to the Bancorp’s oversight responsibilities and community banking efforts. Mr. Johnson’s experience, as described above, assists in his role as the Chair of the Risk Management and Compliance Committee, and as a member of the Compensation and Benefits Committee and Executive Committee. | |
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
| | Jennifer R. Evans is the former Executive Vice President, General Counsel and Corporate Secretary of PrivateBancorp, Inc. (Nasdaq: PVTB), a Chicago-based bank holding company, and The PrivateBank (now CIBC Bank USA), Chicago, Illinois. She served on the executive leadership team from 2010 until PrivateBancorp’s acquisition by Canadian Imperial Bank of Commerce (CIBC) in 2017. After the acquisition, Ms. Evans remained with CIBC as General Counsel of CIBC’s U.S. Region until her retirement in 2020. During her tenure at CIBC, Ms. Evans served on CIBC’s Global Leadership Team as well as numerous U.S.-based management level committees. Previously Ms. Evans served as Executive Vice President and General Counsel at MAF Bancorp, Inc. (Nasdaq: MAFB), a $12 billion community banking organization serving the greater Chicago area, and Mid America Bank from 2004-2007. She began her career at the law firm Vedder Price where she handled numerous | | mergers and acquisitions, capital formations and other strategic transactions for banking institutions and other financial services firms. During her career, Ms. Evans was a long-time member of the board of directors of the Girl Scouts of Greater Chicago and Northwest Indiana where she chaired the council’s audit and investment | |
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026
committees and served on the executive committee. Ms. Evans graduated with an A.B. in economics from Brown University, and received a J.D. from the Boston University School of Law. Ms. Evans has broad executive leadership and advisory experience in the banking industry, and she brings valuable insights regarding risk oversight, risk management programs, regulatory and compliance matters, board governance and strategic initiatives. In addition, Ms. Evans has expertise in public company financial reporting and bank mergers and acquisitions and is well-versed in executive compensation programs. This experience led the Bancorp to conclude Ms. Evans should be appointed as a director and assists Ms. Evans in her roles as a member of the Compensation and Benefits and Risk Management and Compliance Committees.
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 (except as noted)
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 (except as noted)
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 (except as noted)
| | Anthony M. Puntillo, D.D.S., M.S.D., founded Puntillo and Crane Orthodontics, PC, a dental specialty practice with multiple locations in Northwest Indiana, in 1994. He is the co-owner and senior partner of the practice. He also serves as a Director of the American Board of Orthodontics, is a past President of the Great Lakes Association of Orthodontists, and is a member of various other orthodontics associations. He is professionally active in the Bank’s communities. His experience and profile assist the Bancorp and the Bank with their business lending strategies. Dr. Puntillo served as the Lead Independent Director for the Bancorp and the Bank from March 2022 to February 2024. Dr. Puntillo serves as the Vice-Chairman of the Board and the Executive Committee, Vice-Chairman of the Audit Committee, and as Chair of the Nominating and Corporate Governance Committee. | | | James L. Wieser, J.D., is an attorney with over 50 years of experience. He concentrates his practice in the areas of real estate development and the representation of small businesses. This experience assists the Bancorp and the Bank in their real estate and small business lending. He has also served on several audit and risk management committees of not-for-profit organizations. Mr. Wieser serves as Chairman of the Compensation and Benefits Committee, and is also a member of the Executive Committee and Nominating and Corporate Governance Committee. As previously disclosed, on March 21, 2025, Mr. Wieser informed the Board of his decision to retire as a member of the Board effective as of the conclusion of the Annual Meeting. | | | Carolyn M. Burke currently serves as the Chief Financial Officer of Exron Capital Inc., an entrepreneurial family-owned private investment firm, a position she has held since 2019. Ms. Burke began her career as a Certified Public Accountant with KPMG in Chicago and has spent her entire career working in the financial services industry. After KPMG, she spent three years at Van Kampen. In 1995, Ms. Burke joined Brinson Partners where she served as Secretary, Treasurer and Vice President of the Brinson Funds. Ms. Burke then moved to the investment side of the business where she spent seven years as Managing Director and Chief Administrative Officer of the UBS Global Asset Management Global Fixed Income Team. In 2009, Ms. Burke joined Mesirow Advanced Strategies where she served as Senior Managing Director and Chief Financial Officer of Mesirow’s $16 billion hedge |
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 (except as noted)
fund-of-fund business. Ms. Burke received a B.B.A. with a concentration in accounting from the University of Notre Dame, and received her M.B.A. with concentrations in finance and strategy from the University of Chicago Graduate School of Business. Ms. Burke’s finance background and expertise in financial management and strategic planning led the Bancorp to conclude she should be appointed as a director, and her experience assists in her role as a member of the Audit Committee. The Board unanimously recommends that shareholders vote “FOR” the Class I Director nominees set forth above. Proxies solicited by the Board will be so voted, unless shareholders specify otherwise on their proxy cards.
Summary Compensation Table for 2024
Summary Compensation Table for 2024
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Benjamin J. Bochnowski | 2024 | $431,276 | $44,105 | – | $32,856 | $508,236 | | President and Chief Executive Officer | 2023 | $444,298 | – | – | $24,238 | $468,536 | | Robert T. Lowry(5) | 2024 | $269,394 | $47,755 | $25,885 | $30,378 | $373,412 | | Executive Vice President, Chief Operating Officer, Former Interim Chief Financial Officer and Treasurer | 2023 | $293,343 | – | – | $25,198 | $318,541 | | Todd M. Scheub | 2024 | $312,738 | $24,713 | $35,606 | $28,138 | $401,195 | | Executive Vice President, Chief Revenue Officer; President of Peoples Bank | 2023 | $304,641 | – | – | $12,071 | $316,712 | | Benjamin L. Schmitt(6) | 2024 | $248,942 | $58,746 | $23,482 | $12,101 | $343,271 | | Executive Vice President, Chief Financial Officer and Treasurer | | | | | | |
Summary Compensation Table for 2024
| (1) Includes any amounts earned but deferred, including amounts deferred under the Bank’s 401(k) Plan. Executive officers of the Bancorp who serve as directors do not receive director fees. The amounts in this column also include cash earned in lieu of 2024 vacation days on behalf of Messrs. Bochnowski, Lowry, Scheub, and Schmitt in the amounts of $22,981, $5,932, $10,738, and $9,942, respectively, for 2024. |
Summary Compensation Table for 2024
| (2) The amounts reflected in this column are the aggregate grant date fair market value of stock awards calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 10 to the Bancorp’s audited financial statements for the fiscal year ended December 31, 2024, included in the Bancorp’s Annual Report on Form 10-K for 2024, and in footnote 13 to the Bancorp’s audited financial statements for the fiscal year ended December 31, 2023, included in the Bancorp’s Annual Report on Form 10-K for 2023. |
Summary Compensation Table for 2024
| (3) For 2024, the amounts in this column represent the dollar value of all amounts earned in respect of services performed during 2024 upon the satisfaction of specified performance criteria pursuant to the Bancorp’s 2024 Executive Annual Incentive Plan (the “Executive Incentive Plan”), whether or not paid to the Named Executive Officer. For a description of the Executive Incentive Plan, see “2024 Executive Annual Incentive Plan” beginning on page 19 below. Based on 2024 performance, cash incentives were paid under the Executive Incentive Plan to Messrs. Lowry, Scheub, and Schmitt in the amounts of $25,885, $35,606, and $23,482, respectively. |
Summary Compensation Table for 2024
| (4) “All Other Compensation” includes, for the personal benefit of the Named Executive Officers, split dollar plan life insurance benefits on their lives in the amounts of $131, $203 and $133 for 2024 for Messrs. Bochnowski, Lowry and Scheub, respectively. Such amount also includes dividends paid on restricted stock awards to Messrs. Bochnowski, Lowry, Scheub, and Schmitt in the amounts of $1,866, $1,216, $1,476, and $889 for 2024, respectively. Such amount also includes 401(k) matching contributions in the amounts of $11,500, $7,663, $8,733, and $1,431 for 2024 for Messrs. Bochnowski, Lowry, Scheub, and Schmitt, respectively. Such amount also includes the following perquisites provided to the Named Executive Officers for 2024: B. Bochnowski – auto expenses ($16,453), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,586); R. Lowry – auto expenses ($18,330), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,647); T. Scheub – auto expenses ($14,829), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,647); and B. Schmitt – auto expenses ($8,534), phone expenses ($1,168), and long-term and short-term disability and life insurance premiums for standard bank benefits ($79). |
Summary Compensation Table for 2024
| (5) During 2024, Mr. Lowry served as the Executive Vice President, Chief Operating Officer, and Interim Chief Financial Officer and Treasurer. Upon the appointment of Benjamin L. Schmitt as Senior Vice President, Chief Financial Officer and Treasurer which became effective on February 20, 2024, Mr. Lowry remained in his position as the Executive Vice President and Chief Operating Officer of the Bancorp and the Bank. |
Summary Compensation Table for 2024
| (6) Mr. Schmitt was appointed as the Senior Vice President, Chief Financial Officer and Treasurer of the Bancorp and the Bank effective as of February 20, 2024. Effective as of November 22, 2024, Mr. Schmitt was promoted to Executive Vice President, Chief Financial Officer and Treasurer of the Bancorp and the Bank. |
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table presents information on restricted stock held by the Named Executive Officers as of December 31, 2024:
Outstanding Equity Awards at Fiscal 2024 Year-End
| | Stock Awards | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Date of Full Vesting of Stock Awards | | Benjamin J. Bochnowski | 2,161 1,815 | 60,746 51,020 | 2/11/25 2/2/27 | | Robert T. Lowry | 1,085 937 1,024 | 30,499 26,339 28,785 | 2/11/25 2/2/27 6/12/27 | | Todd Scheub | 1,077 1,000 1,017 | 30,274 28,110 28,588 | 2/11/25 4/27/25 2/2/27 | | Benjamin L. Schmitt | 2,458 | 69,094 | 3/11/27 |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (1) Represents shares of time-vested restricted stock that have a three-year cliff-vesting schedule based on continued employment. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (2) The market value of these awards is determined by multiplying the number of shares by the closing market price of the Bancorp’s Common Stock on December 31, 2024 (the last trading day of 2024), which was $28.11 per share. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Employment Agreement with Benjamin J. Bochnowski
Employment Agreement with Benjamin J. Bochnowski On August 1, 2017, the Bancorp and the Bank entered into an Employment Agreement with Benjamin J. Bochnowski, the President and Chief Executive Officer of the Bancorp and the Chief Executive Officer of the Bank, which was amended pursuant to a First Amendment to Employment Agreement dated July 27, 2018, a Second Amendment to Employment Agreement dated March 15, 2021, and a Third Amendment to Employment Agreement dated May 3, 2021 (as amended, the “Amended Employment Agreement”). Under the Amended Employment Agreement, Mr. Bochnowski will serve as the President and Chief Executive Officer of the Bancorp and the Chief Executive Officer of the Bank for a base salary of $310,500 per year, subject to increases awarded by the Board of Directors and possible decreases before a change of control of the Bancorp or the Bank based on operating results, or if the Bancorp or the Bank makes similar decreases in the base salaries of its other executive officers. The term of the Amended Employment Agreement is for one year, which will be automatically renewed for additional one-year periods unless written notice of non-renewal is delivered by either party at least 60 days prior to the end of the initial or renewal term. Pursuant to this provision, the Amended Employment Agreement was automatically renewed for an additional one-year period as of August 1, 2024. Mr. Bochnowski also is eligible to receive an annual cash performance bonus as may be set by the Board, he is eligible to participate in any equity-based incentive compensation plan or program approved by the Board from time to time, including the Bancorp’s 2015 Plan, and he is entitled to customary fringe benefits and vacation leave. During the term of the Amended Employment Agreement, the Bank will continue to pay the premiums on life insurance policies insuring Mr. Bochnowski providing for current benefits of approximately $700,000. The Amended Employment Agreement may be terminated by the Bank for “cause,” which is defined in the Amended Employment Agreement as (i) the failure of Mr. Bochnowski to perform his duties under the agreement (other than failure resulting from incapacity due to physical or mental illness), and the failure constitutes gross negligence or willful misconduct, after written demand from the Board; (ii) Mr. Bochnowski’s commission of an act of malfeasance, dishonesty, fraud, or breach of trust against the Bank or any of its affiliates, employees, customers, or vendors resulting or intended to result in his substantial gain or personal enrichment; or (iii) Mr. Bochnowski’s indictment, conviction, or plea of guilty or no contest to a felony or crime of moral turpitude. The Amended Employment Agreement also will immediately terminate upon Mr. Bochnowski’s death or if he becomes disabled (as defined in the agreement). In addition, the Bank may terminate the agreement without cause upon 30 days prior written notice. If the Amended Employment Agreement terminates because Mr. Bochnowski is discharged for cause, or because of his resignation without “good reason” (as defined below), or in the event of his disability, the Bank will pay Mr. Bochnowski (i) his unpaid base salary through the date of termination; (ii) any unpaid bonus, incentive compensation, deferred compensation, and other cash compensation accrued as of the date of termination; and (iii) any unused vacation, expense reimbursements, and other cash entitlements due to him as of the date of termination (collectively, the “Accrued Obligations”). Such payments will be made in a lump sum in cash within 30 days after the date of termination, except that any bonus, deferred compensation, or incentive compensation will be paid in accordance with the terms of the relevant plan as applicable to Mr. Bochnowski. If Mr. Bochnowski is discharged without cause or he resigns for “good reason,” or in the event of his death, then the Bank will pay Mr. Bochnowski, or his heirs or estate as the case may be, (i) the Accrued Obligations; (ii) a lump sum amount equal to 2 times his then-current base salary and most recent annual bonus; (iii) continuation for 18 months of welfare benefits and senior executive perquisites at least equal to those that would have been provided if he remained employed during that period; and (iv) the cost of outplacement services. The payment of the foregoing amounts are contingent upon Mr. Bochnowski timely executing an effective general release and waiver of all known and unknown claims in a form and substance acceptable to the Bancorp. For purposes of the Amended Employment Agreement, “good reason” is defined as any of the following, which has not been expressly consented to by Mr. Bochnowski in writing: (i) assignment of duties by the Board that are inconsistent with his position, authority, duties, or responsibilities as Chief Executive Officer of the Bank or President and Chief Executive Officer of the Bancorp, or any other action by the Bank which results in a substantial diminution of such position, authority, duties, or responsibilities; (ii) a reduction of 10% or more in his then current base salary, unless such reduction is required by law or regulation or is proportionate to a reduction in the base salary of all other executive officers of the Bank; (iii) any failure to re-nominate Mr. Bochnowski as a director of the Bancorp or the Bank, except in connection with or related to the termination of his employment or the expiration of the Amended Employment Agreement; or (iv) any substantial failure by the Bank to comply with any of the provisions of the Amended Employment Agreement; provided that, actions taken by the Board under clause (i) above by reason of Mr. Bochnowski’s inability to perform his responsibilities because of a physical or mental injury or disease will not be deemed “good reason;” provided, further, that, the expiration of the term of the Amended Employment Agreement, or the provision of a notice of non-renewal of the term by either party will not constitute “good reason.” The Amended Employment Agreement provides that if Mr. Bochnowski is discharged without cause or he resigns for good reason in connection with a “change of control” (as defined in the agreement) of the Bancorp or the Bank, Mr. Bochnowski will receive the payments as described above, except that the payment relating to his “most recent annual bonus” will be the most recent annual bonus received by Mr. Bochnowski prior to the change of control, and the benefits continuation provision of the agreement will be those benefits that were provided to Mr. Bochnowski immediately prior to the change of control; provided that, the foregoing provisions will not apply to the severance and benefits provisions above if the benefits Mr. Bochnowski would receive under those provisions would be greater without the application of the limitations described in this paragraph. During a period of one year following his termination of employment, Mr. Bochnowski may not solicit or induce any employees or customers of the Bank to leave the Bank. In addition, Mr. Bochnowski is subject to confidentiality provisions protecting the Bancorp’s and Bank’s confidential business information from unauthorized disclosure.
Employment Agreement with Benjamin J. Bochnowski
Mr. Bochnowski has agreed that during his employment and for a period of one year following his termination of employment, he will not directly for himself or for any third party, solicit, induce, recruit, or cause another person in the employ of the Bancorp or the Bank: (i) who has access to, or possesses, confidential information (as defined in the agreement), trade secrets, or other knowledge regarding the Bancorp or the Bank that could give a competitor of the Bancorp or the Bank an unfair advantage; (ii) who, within the one year period preceding Mr. Bochnowski’s separation from employment, has serviced or established goodwill with the Bancorp’s or the Bank’s customers or clients or acquired confidential information about those customers or clients; or (iii) who reported directly or indirectly to Mr. Bochnowski during his last year of employment, to terminate his/her employment for the purpose of joining, associating, or becoming employed with another person, business organization, or other entity that is in competition with any product or service provided by the Bancorp or the Bank, or any business or activity of the Bancorp or the Bank. Mr. Bochnowski has further agreed that during his employment and for a period of one year following his termination of employment, he will not directly for himself or for any third party, encourage or induce any customer of the Bancorp or the Bank to cease doing business with the Bancorp or the Bank.
Pay Versus Performance
Pay Versus Performance The following table presents information relating to total compensation reported and paid to the Bancorp’s principal executive officer, the average of total compensation reported and paid to the Bancorp’s other Named Executive Officers, the Bancorp’s total shareholder return (“TSR”), and the Bancorp’s net income for the year presented.
Pay Versus Performance
| Year | Summary Compensation Table Total for Principal Executive Officer (PEO) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(2) | Value of Initial Fixed $100 Investment Based on Bancorp’s Total Shareholder Return | Net Income | | 2024 | $508,236 | $486,201 | $372,626 | $367,747 | $113.27 | $12,130,000 | | 2023 | $468,536 | $427,264 | $273,273 | $251,770 | $72.62 | $8,380,000 | | 2022 | $551,482 | $502,837 | $332,648 | $305,999 | $81.60 | $15,080,000 |
Pay Versus Performance
| (1) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Benjamin J. Bochnowski and the average of the other Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. Accordingly, these dollar amounts do not reflect the actual amount of compensation earned by or paid to the Named Executive Officers during the applicable year. To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |
Pay Versus Performance
PEO SCT Total to CAP Reconciliation:
Pay Versus Performance
| Year | Salary | Non-Equity Incentive Plan Compensation | All Other Compensation (i) | SCT Total | Deductions from SCT Total (ii) | Additions to SCT Total (iii) | CAP | | 2024 | $431,276 | – | $32,856 | $508,236 | $44,105 | $22,069 | $486,201 | | 2023 | $444,298 | – | $24,238 | $468,536 | – | ($41,272) | $427,264 | | 2022 | $398,336 | – | $49,504 | $551,482 | $103,642 | $54,997 | $502,837 |
Compensation Actually Paid and Total Shareholder Return (TSR)
Compensation Actually Paid and Total Shareholder Return (TSR) While TSR is not a metric that is directly used in the Bancorp’s compensation programs at this time, it directly impacts the value of the long-term incentives granted to our NEOs. The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the executive officer NEOs as a group are generally aligned with the Bancorp’s TSR over the three years presented in the table. This alignment exists primarily because (i) none of the NEOs earned non-equity incentive plan compensation in 2022 and 2023, but the non-principal executive officer NEOs did earn partial payouts in 2024; (ii) in January of 2024, the Board, after reviewing the Bancorp’s 2023 performance, agreed to increase the base salaries of all of the NEOs by 2.5%; and (iii) all of the NEOs received equity grants during 2024. The combination of these factors contributed to (i) the reduced amounts of compensation actually paid to Mr. Bochnowski from 2022 to 2023 but increased compensation actually paid in 2024; and (ii) the decrease and subsequent increase of compensation actually paid to the other non-principal executive officer NEOs over the three year period presented in the table, which more closely align with the fluctuations in the Bancorp’s TSR over this same period. In constructing the Bancorp’s executive compensation program, the Bancorp intends to continue to seek alignment of the interests of management with the long-term interests of the Bancorp’s shareholders.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income Generally, the amount of compensation actually paid to Benjamin J. Bochnowski and the other non-principal executive officer NEOs decreased and then increased over the three-year period presented in the table, which is in line with the Bancorp’s net income over the same period. This was primarily the result of (i) none of the NEOs earning non-equity incentive plan compensation in 2022 and 2023; (ii) in January of 2024, the Board, after reviewing the Bancorp’s 2023 performance, agreeing to increase the base salaries of all of the NEOs by 2.5%; and (iii) for 2024, based on the Bancorp’s achievement of certain threshold performance goals established by the Compensation and Benefits Committee for 2024 under the Executive Incentive Plan, cash bonus incentives were earned by the non-principal executive officer NEOs in 2024. As further discussed in the section captioned “ 2024 Executive Annual Incentive Plan ” above, for the cash bonus component of the Executive Incentive Plan, the plan uses a target bonus framework and provides for payouts at, above, or below target based on the Bancorp’s results of return on assets, earnings per share growth, and non-interest expenses/average assets. Although net income levels will impact all three plan metrics, net income is not a metric that is directly used in the Bancorp’s compensation programs at this time.
Compensation of Directors for 2024
Compensation of Directors for 2024 The following table provides information concerning the compensation paid to or earned by the members of the Bancorp’s Board of Directors (except for Mr. Benjamin Bochnowski, who does not receive director’s fees) for their service as directors for 2024, whether or not deferred:
Compensation of Directors for 2024
| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | All Other Compensation ($) (4) | Total ($) | | Martin P. Alwin (5) | $7,125 | – | – | $7,125 | | Carolyn M. Burke (5) | $7,125 | – | – | $7,125 | | Jennifer R. Evans (5) | $7,125 | – | – | $7,125 | | Danette Garza, J.D., CPA | $28,917 | – | – | $28,917 | | Joel Gorelick | $53,667 | – | – | $53,667 | | Amy W. Han, Ph.D. | $28,500 | – | – | $28,500 | | Robert E. Johnson, III | $31,417 | – | – | $31,417 | | Kenneth V. Krupinski (6) | $21,375 | – | – | $21,375 | | Anthony M. Puntillo, D.D.S., M.S.D. (7) | $34,000 | – | $16,058 | $50,058 | | James L. Wieser, J.D. (8) | $31,250 | – | $12,856 | $44,106 | | Robert W. Youman | $30,583 | – | – | $30,583 |
Compensation of Directors for 2024
| (1) Information on Mr. Benjamin Bochnowski, who is also a director, is included in the Summary Compensation Table above. |
Compensation of Directors for 2024
| (2) The amounts reflected in this column represent the aggregate grant date fair value of each stock award calculated in accordance with FASB ASC Topic 718. For restricted stock awards, the grant date fair value is calculated by multiplying the number of shares by the closing price of the Bancorp’s Common Stock on the grant date. Under the Bancorp’s Director Compensation Policy, each non-employee director may receive an equity award of the Bancorp’s Common Stock in an amount equal to approximately $11,000 for service provided during the prior fiscal year. The number of shares to be granted to each non-employee director is calculated by dividing $11,000 by the closing market price of the Bancorp’s Common Stock on the date of grant. The Bancorp did not issue any shares of restricted stock to the non-employee directors during 2024. |
Compensation of Directors for 2024
| See the table on page 6 under the heading “ Proposal 1 – Election of Directors ” and the footnotes to that table for information regarding the number of shares of Common Stock held by each current director as of March 21, 2025. |
Compensation of Directors for 2024
| (3) As of December 31, 2024, none of the directors held unvested equity awards. |
Compensation of Directors for 2024
| (4) The total perquisites and other personal benefits for each of Mr. Alwin, Ms. Burke, Ms. Evans, Ms. Garza, Mr. Gorelick, Dr. Han, Mr. Johnson, Mr. Krupinski, and Mr. Youman amounted to less than $10,000. |
Compensation of Directors for 2024
| (5) Effective September 9, 2024, Martin P. Alwin, Jennifer R. Evans, and Carolyn M. Burke were appointed to the Board of Directors of the Bancorp. Accordingly, the 2024 cash fees disclosed in the table above for Mr. Alwin, Ms. Burke, and Ms. Evans reflect a pro-rated portion of the total cash fees payable to directors based on the period in 2024 during which they served on the Board of Directors. |
Compensation of Directors for 2024
| (6) Mr. Krupinski retired from the Board of Directors upon the conclusion of his term as a Class III director at the Annual Meeting of Shareholders on May 24, 2024. The amounts for Mr. Krupinski in this table reflect only the cash fees earned or paid to Mr. Krupinski through his date of retirement. |
Compensation of Directors for 2024
| (7) Dr. Puntillo elected the Bank’s employee + spouse medical benefit, effective May 1, 2013. The Bank’s paid portion of the medical coverage in 2024 was $16,058. |
Compensation of Directors for 2024
| (8) Mr. Wieser elected the Bank’s employee + spouse medical benefit effective January 1, 2016. The Bank’s paid portion of the medical coverage in 2024 was $12,856. |
Compensation of Directors for 2024
The Compensation and Benefits Committee is responsible for approving, subject to review by the Board of Directors as a whole, the compensation program for our non-employee directors. In that function, the Compensation and Benefits Committee considers market and peer company data regarding director compensation and evaluates the Bancorp’s director compensation practices in light of that data and the characteristics of the Bancorp as a whole, with the assistance of its compensation advisor. In November of 2020, the Board, acting upon the recommendation of the Compensation and Benefits Committee, approved the Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which was effective January 1, 2021. On March 16, 2022, the Board, acting upon the recommendation of the Compensation and Benefits Committee, approved a revision to the Director Compensation Policy to, among other changes, provide for an annual cash retainer for a Lead Independent Director. Anthony M. Puntillo served as Lead Independent Director until the appointment of Joel Gorelick as independent Chairman of the Board on February 15, 2024, and he received an additional $1,000 in cash fees for each month he served in this role. Total cash fees paid to the non-employee directors for the year ended December 31, 2024, were $281,083 in the aggregate. Under the Director Compensation Policy, each non-employee director receives an annual cash retainer of $28,500 for the director’s service on the Board. The independent Chairman of the Board receives an additional cash retainer of $30,000 for his or her service on the Board. Each non-employee director who serves as the chair of a committee receives an additional annual cash retainer as follows: Chair of the Risk Management and Compliance Committee – $3,500; Chair of the Compensation and Benefits Committee – $3,000; the Chairs of all other Board committees – $2,500. Each non-employee director may elect to have all or a portion of his or her cash compensation deferred in accordance with the provisions of the Bancorp’s Amended Post 2004 Unfunded Deferred Compensation Plan for Directors. The Director Compensation Policy also provides that each non-employee director receive an equity award of the Bancorp’s Common Stock in an amount equal to approximately $11,000 for service provided during the prior fiscal year. Such awards will be granted each year and vest immediately upon grant. All equity awards made pursuant to the Director Compensation Policy are granted under the 2015 Plan. For 2024, the directors agreed to forego such equity awards. The Director Compensation Policy further provided that each non-employee director active prior to January 1, 2024 was entitled to participate in medical and vision health insurance coverage under the Bancorp’s group health insurance plan on the same terms and conditions as those applicable to the Bancorp’s employees. Currently, only Ms. Garza and Mr. Gorelick have coverage, as the Bancorp no longer offers coverage to non-employee directors who were not active prior to January 1, 2024. In addition, all costs and expenses related to attendance at approved seminars/conferences are reimbursable by the Bancorp.