Finward Bancorp

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.

PEO SCT Total to CAP Reconciliation:

Average Non-PEO NEOs SCT Total to CAP Reconciliation:

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, the amount of compensation actually paid to Benjamin J. Bochnowski and the average amount of compensation actually paid to the other Named Executive Officers 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) neither Benjamin J. Bochnowski nor the other Named Executive Officers earnednon-equity incentive plan compensation in 2022 and 2023; and (ii) a significant portion of the total compensation earned by Benjamin J. Bochnowski and the other Named Executive Officers in 2022 and 2021 consisted of equity awards which have reduced in value. As further discussed in the section captioned “2023 Executive Annual Incentive Plan” above, for 2023, Mr. Bochnowski had a target long-term equity incentive opportunity equal to 25% of base salary, and all of the other Named Executive Officers had a target long-term equity incentive opportunity equal to 20% of base salary. For 2022, the Compensation and Benefits Committee set the target long-term equity incentive opportunity at 25% of base salary for Mr. Bochnowski and all of the other Named Executive Officers had a target long-term equity incentive opportunity equal to 20%. Grants under the Executive Incentive Plan become fully vested three years from the grant date of the award. However, the Bancorp did not achieve the performance goals established by the Compensation and Benefits Committee for 2022 under the Executive Incentive Plan, and therefore no cash bonus incentives were earned by or paid to Mr. Bochnowski or the other Named Executive Officers in 2023. No cash bonus incentives were paid to Mr. Bochnowski or the other Named Executive Officers in 2022 as well. Moreover, based on 2022 financial results, the Bancorp’s executive officers agreed not to receive any awards of restricted stock in 2023 under the Executive Incentive Plan. The combination of these factors contributed to the reduced amounts of compensation actually paid to Mr. Bochnowski and the other Named Executive Officers over the three year period presented in the table, which aligns with the reduction in the Bancorp’s TSR over this same period.

In addition, as our stock price and TSR declined from December 31, 2022 to December 31, 2023, the value of the equity awards previously granted to our executive officers in prior years, and thus the compensation actually paid to them (as computed in accordance with Item 402(v) of Regulation S-K), also declined. 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

The amount of compensation actually paid to Benjamin J. Bochnowski and the average amount of compensation actually paid to the other Named Executive Officers decreased from 2022 to 2023, while net income also decreased over the same period. This was primarily the result of (i) neither Benjamin J. Bochnowski nor the other Named Executive Officers earningnon-equity incentive plan compensation in 2022 and 2023; and (ii) a decline in the Bancorp’s stock price from December 31, 2022 to December 31, 2023, as noted in “Compensation Actually Paid and Total Shareholder Return (TSR)” above. In addition, as further discussed in the section captioned “2023 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 efficiency ratio. Although net income may be positively impacted by all three plan metrics, net income is not a metric that is directly used in the Bancorp’s compensation programs at this time. The Bancorp did not achieve the performance goals established by the Compensation and Benefits Committee for 2022 under the Executive Incentive Plan, and therefore no cash bonus incentives were earned by or paid to Mr. Bochnowski or the other Named Executive Officers in 2023. This contributed to the decline in compensation actually paid to Mr. Bochnowski and the other Named Executive Officers for 2023 (as computed in accordance with Item 402(v) of Regulation S-K), as both the equity compensation andnon-equity compensation components of total compensation were sensitive to the decrease in stock price over the period presented in the table.

The amount of compensation actually paid to Benjamin J. Bochnowski and the average amount of compensation actually paid to the other Named Executive Officers decreased from 2021 to 2022, while net income increased over the same period. This was primarily the result of the decline in the Bancorp’s stock price from December 31, 2021 to December 31, 2022, and, as noted in “Compensation Actually Paid and Total Shareholder Return (TSR)” above, a significant portion of the total compensation earned by Benjamin J. Bochnowski and the other Named Executive Officers consists of equity awards. In addition, 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 efficiency ratio. Although net income may be positively impacted by all three plan metrics, net income is not a metric that is directly used in the Bancorp’s compensation programs at this time. For 2022, the Bancorp’s executives agreed not to receive any performance-based cash incentive payout awards under the Executive Incentive Plan. This also contributed to the decline in compensation actually paid to Mr. Bochnowski and the other Named Executive Officers for 2022 (as computed in accordance with Item 402(v) of Regulation S-K) despite the increase in net income over the same time period, as both the equity compensation andnon-equity compensation components of total compensation were sensitive to the decrease in stock price over the period presented in the table.