DEF 14A of Finward Bancorp
Filed Apr 3, 2026 · FY20250001193125-26-142083
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS The Board of Directors (the “Board”) currently consists of 10 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 current term of the Class II directors expires at the Annual Meeting. The term of the Class III directors expires at the 2027 Annual Meeting, and the term of the Class I directors expires at the 2028 Annual Meeting. On February 18, 2026, Danette Garza, a current Class II director, notified the Board of her intent not to stand for re-election as a Class II director of the Bancorp, and to retire as a member of the Board of the Bancorp, upon the expiration of her current term at the 2026 Annual Meeting. Ms. Garza’s decision not to stand for re-election and her retirement from the Board is not related to any disagreement with the Bancorp on any matter relating to the operations, policies, or practices of the Bancorp. In connection with the expiration of Ms. Garza’s current term at the Annual Meeting, the Board nominated Martin P. Alwin to stand for election as a Class II director at the Annual Meeting. Mr. Alwin notified the Board of his intention to resign as a Class I director at the conclusion of the Annual Meeting, contingent upon his election as a Class II director. Mr. Alwin’s decision to resign as a Class I director is solely to facilitate the rebalancing of the Board classes and is not a result of any disagreement with the Bancorp on any matter relating to the operations, policies, or practices of the Bancorp. Upon the effectiveness of Ms. Garza’s retirement, and assuming Mr. Alwin’s election as a Class II director, upon the conclusion of the Annual Meeting the Board of the Bancorp will consist of three Class I directors, three Class II directors, and three Class III directors. The three nominees for director this year are Benjamin J. Bochnowski, Robert E. Johnson, III, 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. Bochnowski, Mr. Johnson, and Mr. Alwin will expire in 2029. 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. However, Benjamin J. Bochnowski is the brother-in-law of David J. Kwait, the Senior Vice President, Chief Risk Officer, General Counsel and Secretary of the Bancorp and Bank (a non-executive officer position). 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. On March 13, 2026, the Board named Jennifer R. Evans as the next Chairperson of the Board of the Bancorp and the Bank, effective as of the conclusion of the Annual Meeting on May 21, 2026. Ms. Evans will succeed Mr. Gorelick as Chairperson. The following table provides information on the nominees for Class II director of the Bancorp and for each director continuing in office after the Annual Meeting, and for Director Garza 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 April 1, 2026.
PROPOSAL 1 – ELECTION OF DIRECTORS
| Name | Age | Present Principal Occupation | Director Since | Shares Beneficially Owned on April 1, 2026 | Percent of Class(1) | | Nominees for Director | | | | | | | (Class II – Term expiring at annual meeting of shareholders in 2029) | | | | | | | Benjamin J. Bochnowski | 45 | President and Chief Executive Officer of the Bancorp and Chief Executive Officer of Peoples Bank | 2014 | 404,245(2) | 9.33% | | Robert E. Johnson, III | 56 | President and Chief Executive Officer of Cimcor, Inc. | 2016 | 3,363(3) | * | | Martin P. Alwin | 40 | Senior Analyst at PL Capital Advisors, LLC | 2024 | 2,345(4) | * | | Directors Continuing In Office | | | | | | | (Class III – Term expiring at annual meeting of shareholders in 2027) | | | | | | | Anthony M. Puntillo, D.D.S., M.S.D. | 59 | Orthodontist and Chief Executive Officer of Puntillo and Crane Orthodontics, PC | 2004 | 5,305(5) | * | | Carolyn M. Burke | 59 | Chief Financial Officer of Exron Capital Inc. | 2024 | 4,384(6) | * | | Jennifer R. Evans | 67 | Retired Banking Executive; Former Executive Vice President, General Counsel and Corporate Secretary of PrivateBancorp, Inc. | 2024 | 434(7) | * | | (Class I – Term expiring at annual meeting of shareholders in 2028) | | | | | | | Joel Gorelick | 78(8) | Chairman of the Board; Retired; former President and Chief Operating Officer of the Bancorp, Charter Chairman Emeritus of the Lake County Economic Alliance, Inc. | 2000 | 51,595(9) | 1.2% | | Amy W. Han, Ph.D., MPH | 62 | Director, Office of Clinical Affairs and Education of Indiana University School of Medicine – Northwest | 2008 | 8,178(10) | * | | Robert W. Youman | 63 | Investment Advisor and Managing Director with Horwitz & Associates | 2022 | 27,119(11) | * | | Director Not Continuing in Office | | | | | | | Danette Garza, J.D., M.B.A., C.P.A. | 71 | Attorney and Certified Public Accountant; Of Counsel at Austgen, Kuiper, Jasaitis, P.C., Crown Point, Indiana | 2013 | 7,053(12) | * |
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 4,330,486 shares of Common Stock issued and outstanding as of April 1, 2026, plus the number of shares of Common Stock each such individual has the right to acquire on or within 60 days after April 1, 2026, computed in accordance with Rule 13d-3(d)(1) under the Exchange Act. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (2) 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
| (3) Includes 2,929 shares solely owned by Mr. Johnson and 434 shares of restricted stock over which Mr. Johnson has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (4) Includes 1,911 shares solely owned by Mr. Alwin and 434 shares of restricted stock over which Mr. Alwin has voting but not dispositive power. 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 9 to the table above in the section entitled “Security Ownership by Certain Beneficial Owners and Management.” |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (5) Includes 3,378 shares held as trustee, 1,493 shares solely owned by Dr. Puntillo, and 434 shares of restricted stock over which Dr. Puntillo has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (6) Includes 3,950 shares solely owned by Ms. Burke and 434 shares of restricted stock over which Ms. Burke has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (7) Represents shares of restricted stock over which Ms. Evans has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (8) 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. On January 22, 2025, the Nominating and Corporate Governance Committee approved the waiver of the retirement requirement for Director Gorelick so that he may 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. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (9) Includes 832 shares held jointly with Mr. Gorelick’s spouse, 48,558 shares held in Mr. Gorelick’s individual retirement account, 917 shares held by Mr. Gorelick’s spouse in her individual retirement account, 854 shares solely owned, and 434 shares of restricted stock over which Mr. Gorelick has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (10) Includes 7,114 shares held jointly with Dr. Han’s spouse, 630 shares solely owned, and 434 shares of restricted stock over which Dr. Han has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (11) Includes 22,773 shares held in Mr. Youman’s individual retirement account, 1,221 shares held in Mr. Youman’s ROTH individual retirement account, 2,691 shares held as trustee, and 434 shares of restricted stock over which Mr. Youman has voting but not dispositive power. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| (12) Includes 600 shares held in Ms. Garza’s individual retirement account, 434 shares of restricted stock over which Ms. Garza has voting but not dispositive power, and 6,019 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 20, 2026) | | | | Total Number of Directors | 10 | | | | Female | Male | | Part I: Gender Identity Directors | 4 | 6 | | Part II: Demographic Background | | | | African American or Black | 0 | 1 | | Alaskan Native or Native American | 0 | 0 | | Asian | 1 | 1 | | Hispanic or Latinx | 1 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | | White | 2 | 4 | | Two or More Races or Ethnicities | 0 | 0 | | Did Not Disclose Demographic Background | 0 | |
Nominees for Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2029
Nominees for Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2029 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 Boards of One Region, a non-profit business organization focused on economic development; Allies for Community Business, a micro-lending fund focused on providing capital to low-income entrepreneurs in the Chicagoland region; and the Indiana Department of Financial Institutions. Mr. Bochnowski serves as a member of the Executive Committee of the Board of Directors. 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. 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 also serves on the board of American Riviera Bancorp (OTCQX: ARBV), a $1.4 billion asset bank holding company headquartered in Santa Barbara, California. He 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, assists in his role as a member of the Audit Committee, Compensation and Benefits Committee, and Risk Management and Compliance Committee.
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 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 currently serves as the Secretary/Treasurer 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-Chairperson of the Board and the Executive Committee, Chair of the Nominating and Corporate Governance Committee, and a member of the Audit Committee. 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 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 assists in her role as Vice Chair of the Audit Committee and a member of the Risk Management and Compliance Committee. 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 committees and served on the executive committee. 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 assists Ms. Evans in her roles as Chair of the Compensation and Benefits Committee, Vice Chair of the Nominating and Corporate Governance Committee, and a member of the Risk Management and Compliance Committee.
Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028
Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028 Joel Gorelick currently serves as the Chairperson 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 previous 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. As a result of his service on the Indiana Economic Development Corporation, Mr. Gorelick was presented with the Sagamore of the Wabash award by Governor Eric Holcomb in 2025. 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 Chairperson of the Board and Executive Committee and as an invited guest to the various Board committees. Amy W. Han, Ph.D., MPH is Director of the Office of Clinical Affairs and Education at Indiana University School of Medicine – Northwest, where she leads clinical education initiatives and institutional partnerships across Northwest Indiana. She holds a Ph.D. in Psychology from the University of Notre Dame and a Master of Public Health from Harvard University. Earlier in her career, Dr. Han worked in management consulting with Norrell Services and AT&T in Chicago, advising organizations on human capital strategy, organizational design, and strategic management. Dr. Han brings expertise to the Board in human capital management, organizational design, and strategic planning. She also contributes leadership experience in governance, workforce development, and regional stakeholder engagement. Dr. Han founded Indiana University’s Scholarly Concentration in Urban Medicine and Health Disparities and has extensive experience collaborating with regional institutions and community organizations across Northwest Indiana. Dr. Han serves as Vice-Chair of the Compensation and Benefits Committee and is a member of the Nominating and Corporate Governance Committee and 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. The Board unanimously recommends that shareholders vote “FOR” the Class II 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 2025
Summary Compensation Table for 2025
Summary Compensation Table for 2025
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Benjamin J. Bochnowski | 2025 | $416,146 | – | $32,868 | $31,672 | $480,686 | | President and Chief Executive Officer | 2024 | $431,276 | $44,105 | – | $32,856 | $508,236 | | Robert T. Lowry | 2025 | $275,774 | $5,250 | $15,566 | $30,205 | $326,795 | | Executive Vice President, Chief Operating Officer | 2024 | $269,394 | $47,755 | $25,885 | $30,378 | $373,412 | | Todd M. Scheub | 2025 | $316,113 | $6,849 | $21,411 | $27,864 | $372,237 | | Executive Vice President, Chief Revenue Officer; President of Peoples Bank | 2024 | $312,738 | $24,713 | $35,606 | $28,138 | $401,195 | | Benjamin L. Schmitt | 2025 | $250,169 | $4,690 | $14,120 | $20,537 | $289,516 | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | $248,942 | $58,746 | $23,482 | $12,101 | $343,271 |
Summary Compensation Table for 2025
| (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 and 2025 vacation days on behalf of Messrs. Bochnowski, Lowry, Scheub, and Schmitt in the amounts of $7,852, $5,067, $5,808, and $4,596, respectively, for 2025. |
Summary Compensation Table for 2025
| (2) Amounts reflected in this column for 2025 relate to 197, 257 and 176 shares of restricted stock issued to each of Messrs. Lowry, Scheub and Schmitt, respectively, on February 14, 2025 in satisfaction of the award payout under the Special 2024 Mid-Year Strategic Incentive Program. The amounts reflected in this column are the aggregate grant date fair market value of such 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, 2025, included in the Bancorp’s Annual Report on Form 10-K for 2025, and 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. |
Summary Compensation Table for 2025
| (3) For 2025, the amounts in this column represent the dollar value of all amounts earned in respect of services performed during 2025 upon the satisfaction of specified performance criteria pursuant to the Bancorp’s 2025 Executive Incentive Plan (the “Executive Incentive Plan”), whether or not paid to the Named Executive Officer. For a description of the Executive Incentive Plan, see “2025 Executive Incentive Plan” beginning on page 18 below. |
Summary Compensation Table for 2025
| (4) “All Other Compensation” includes, for the personal benefit of the Named Executive Officers, split dollar plan life insurance premiums paid for benefits on their lives in the amounts of $149, $224, and $143 for 2025 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 $1,131, $1,142, $830, and $948 for 2025, respectively. Such amount also includes 401(k) matching contributions in the amounts of $10,500, $7,198, $9,280, and $2,524 for 2025 for Messrs. Bochnowski, Lowry, Scheub, and Schmitt, respectively. Such amount also includes the following perquisites provided to the Named Executive Officers for 2025: B. Bochnowski – auto expenses ($16,868), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,705); R. Lowry – auto expenses ($18,615), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,705); T. Scheub – auto expenses ($14,586), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,705); and B. Schmitt – auto expenses ($14,040), phone expenses ($1,320), and long-term and short-term disability and life insurance premiums for standard bank benefits ($1,705). |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table presents information on restricted stock held by the Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Stock Awards | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Date of Full Vesting of Stock Awards | | Benjamin J. Bochnowski | 1,815 | $63,870 | 2/2/27 | | Robert T. Lowry | 937 1,024 197 | $32,973 $36,035 $6,932 | 2/2/27 6/12/27 2/14/28 | | Todd Scheub | 1,017 257 | $35,788 $9,044 | 2/2/27 2/14/28 | | Benjamin L. Schmitt | 2,458 176 | $86,497 $6,193 | 3/11/27 2/14/28 |
Outstanding Equity Awards at Fiscal 2025 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 2025 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, 2025 (the last trading day of 2025), which was $35.19 per share. |
Agreements and Plans Providing for Payments Upon Termination or Change in Control
Agreements and Plans Providing for Payments Upon Termination or Change in Control
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 | | 2025 | $480,686 | $489,797 | $329,516 | $342,891 | $126.47 | $8,087,000 | | 2024 | $508,236 | $486,200 | $372,626 | $367,747 | $113.27 | $12,130,000 | | 2023 | $468,536 | $427,264 | $273,273 | $244,060 | $72.62 | $8,380,000 |
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 |
Pay Versus Performance
| the Named Executive Officers during the applicable year. To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to 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 | | 2025 | $416,146 | $32,868 | $31,672 | $480,686 | – | $9,111 | $489,797 | | 2024 | $431,276 | – | $32,856 | $508,236 | $44,105 | $22,069 | $486,200 | | 2023 | $444,298 | – | $24,238 | $468,536 | – | ($41,272) | $427,264 |
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 non-principal 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 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 in 2024 and all of the non-principal executive officer NEOs received equity grants during 2025. The combination of these factors contributed to an overall increase in the compensation actually paid to Mr. Bochnowski and the other non-principal executive officer NEOs over the three year period presented in the table, which aligns with the overall increase in the Bancorp’s TSR over this same period, with a slight decrease in the compensation actually paid to the other non-principal executive officer NEOs from 2024 to 2025. 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 increased over the three-year period presented in the table, which is not in line with the Bancorp’s net income over this period. Alternatively, the compensation actually paid to the other non-principal executive officer NEOs increased then decreased over that same period, 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 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%; (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; (iv) for 2025, based on the level of achievement of certain performance goals established by the Compensation and Benefits Committee for 2025 under the Executive Incentive Plan, a lower level of cash bonus incentives were earned by the non-principal executive officer NEOs in 2025 as compared to 2024; and (v) Mr. Bochnowski not receiving a cash incentive bonus in respect of 2024 but receiving a cash incentive bonus in respect of 2025. As further discussed in the section captioned “ 2025 Executive Incentive Plan ” above, for the cash bonus component of the 2025 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, and efficiency ratio. 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 2025
Compensation of Directors for 2025 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 2025, whether or not deferred:
Compensation of Directors for 2025
| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | Total ($) | | Martin P. Alwin | $28,500 | $11,991 | $40,491 | | Carolyn M. Burke | $28,500 | $11,991 | $40,491 | | Jennifer R. Evans | $30,833 | $11,991 | $42,824 | | Danette Garza, J.D., CPA | $28,500 | $11,991 | $40,491 | | Joel Gorelick | $61,625 | $11,991 | $73,616 | | Amy W. Han, Ph.D. | $28,500 | $11,991 | $40,491 | | Robert E. Johnson, III | $32,625 | $11,991 | $44,616 | | Anthony M. Puntillo, D.D.S., M.S.D. | $32,042 | $11,991 | $44,033 | | James L. Wieser, J.D. (4) | $22,875 | – | $22,875 | | Robert W. Youman | $32,042 | $11,991 | $44,033 |
Compensation of Directors for 2025
| (1) Information on Mr. Benjamin Bochnowski, who is also a director, is included in the Summary Compensation Table above. |
Compensation of Directors for 2025
| (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 will receive an equity award of the Bancorp’s Common Stock in an amount equal to approximately $12,000 for service provided during the prior fiscal year. The number of shares to be granted to each non-employee director is calculated by dividing $12,000 by the closing market price of the Bancorp’s Common Stock on the date of grant, which was $27.63 per share on July 11, 2025. The Bancorp did not issue any fractional shares resulting from this calculation to the non-employee directors. As a result, the Bancorp made awards under the 2025 Omnibus Plan on July 11, 2025, of 434 shares of Common Stock to each of the non-employee directors, which will fully vest as of the date of the Annual Meeting. 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 April 1, 2026. |
Compensation of Directors for 2025
| (3) As of December 31, 2025, the following directors had unvested shares of restricted stock: Mr. Alwin – 434 shares; Ms. Burke – 434 shares; Ms. Evans – 434 shares; Ms. Garza – 434 shares; Mr. Gorelick – 434 shares; Dr. Han – 434 shares; Mr. Johnson – 434 shares; Dr. Puntillo – 434 shares; and Mr. Youman – 434 shares. |
Compensation of Directors for 2025
| (4) Mr. Wieser retired from the Board of Directors upon the conclusion of the Annual Meeting of Shareholders on May 22, 2025. |
Compensation of Directors for 2025
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. On August 1, 2025, the Board, acting upon the recommendation of the Compensation and Benefits Committee, approved an updated Director Compensation Policy (the “Director Compensation Policy”). Total cash fees paid to the directors for the year ended December 31, 2025, were $326,042 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 Chairperson of the Board receives an additional cash retainer of $35,000 for his or her service on the Board. Each non-employee director who serves as the chair of a committee, excluding the Executive Committee, receives an additional annual cash retainer of $5,000. 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 $12,000 for service provided during the prior fiscal year. Such awards will be granted each year and vest as of the date of the following-year’s Annual Meeting of Shareholders. 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. Director participation in the medical and vision plans will end after the 2025 plan year. In addition, all costs and expenses related to attendance at approved seminars/conferences are reimbursable by the Bancorp.