Finward Bancorp
For the period ended May 22, 2025. Filed Apr 1, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S
CHEDULE
14A
I
NFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under § 240.14a-12 |
|---|
Finward Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
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9204 Columbia Avenue
Munster, Indiana 46321
(219)836-4400
Notice of Annual Meeting of Shareholders
To Be Held on May 22, 2025
To the Shareholders of Finward Bancorp:
We cordially invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Finward Bancorp, an Indiana corporation (the “Bancorp”), to be held on Thursday, May 22, 2025, commencing at 9:00 a.m., Central Daylight Time. The Annual Meeting will be held completely as a virtual meeting of shareholders instead of an in person meeting. You may attend the meeting online, submit questions, and vote your shares electronically during the meeting via the internet at www.virtualshareholdermeeting.com/FNWD2025. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on the accompanying proxy card. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.
The Annual Meeting will be held for the following purposes:
| 1. | Election of Directors. Election of four directors of the Bancorp to serve three-year terms expiring in 2028; |
| 2. | Approval of 2025 Omnibus Equity Incentive Plan. Approval and ratification of the Finward Bancorp 2025 Omnibus Equity Incentive Plan; |
| 3. | Ratification of Auditors. Ratification of the appointment of Forvis Mazars, LLP as independent registered public accountants for the Bancorp for the year ending December 31, 2025; |
| 4. | Advisory Vote on Compensation. A non-binding advisory vote regarding the executive compensation of the Bancorp’s named executive officers disclosed in this proxy statement, commonly referred to as a “Say on Pay” proposal; and |
| 5. | Other Business. Other matters as may properly come before the meeting or at any adjournment. |
You can vote online at the meeting or any adjournment of the meeting if you are a shareholder of record at the close of business on March 21, 2025.
We urge you to read the enclosed proxy statement carefully so you will have information about the business to come before the Annual Meeting or any adjournment. Please sign, date, and return the accompanying proxy promptly in the postage-paid envelope furnished for that purpose, or follow the related internet or telephone voting instructions. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee.
A copy of our Annual Report for the fiscal year ended December 31, 2024, is enclosed. The Annual Report is not a part of the proxy soliciting material enclosed with this letter.
By Order of the Board of Directors
David J. Kwait
Senior Vice President, Chief Risk Officer, General Counsel and Secretary
Munster, Indiana
April 1, 2025
It is important that you return your proxy promptly. Therefore, whether or not you plan to attend the Annual Meeting online, please sign, date and complete the enclosed proxy and return it in the enclosed envelope, which requires no postage if mailed in the United States, or follow the related internet or telephone voting instructions.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2025
The Notice of Annual Meeting of Shareholders, the Proxy Statement,
Annual Report, and 2024 Form 10-K are available at www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| ITEMS OF BUSINESS | 1 |
| VOTING INFORMATION | 1 |
| SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 3 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 5 |
| Board Diversity | 7 |
| Nominees for Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 2028 | 8 |
| Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 2026 | 9 |
| Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 2027 | 10 |
| Recommendation of the Board of Directors | 10 |
| CORPORATE GOVERNANCE | 11 |
| Director Independence | 11 |
| Leadership Structure of the Board of Directors | 11 |
| Meetings of the Board of Directors | 12 |
| Board Committees | 12 |
| Risk Oversight | 14 |
| Communications with Directors | 14 |
| Insider Trading Policy | 14 |
| Employee, Officer, and Director Hedging | 14 |
| Compensation Recovery Policy | 15 |
| Code of Ethics | 15 |
| Stock Ownership Guidelines | 15 |
| EXECUTIVE COMPENSATION | 17 |
| Summary Compensation Table for 2024 | 17 |
| 2015 Stock Option and Incentive Plan | 18 |
| 2024 Executive Annual Incentive Plan | 19 |
| Employees’ Savings and Profit Sharing Plan | 20 |
| Group Medical and Insurance Coverage | 21 |
| BOLI Insurance | 21 |
| Unqualified Deferred Compensation Plan | 22 |
| Outstanding Equity Awards at Fiscal 2024 Year-End | 22 |
| Potential Payments Upon Termination or Change in Control | 23 |
| Employment Agreements | 23 |
| Pay Versus Performance | 27 |
| Compensation of Directors for 2024 | 28 |
| Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank | 29 |
| TRANSACTIONS WITH RELATED PERSONS | 30 |
| AUDIT COMMITTEE REPORT | 30 |
| PROPOSAL 2 – APPROVAL OF FINWARD BANCORP 2025 OMNIBUS EQUITY INCENTIVE PLAN | 31 |
| Reasons Why You Should Vote in Favor of the Approval of the 2025 Omnibus Plan | 31 |
| Summary of the 2025 Omnibus Plan | 32 |
| Federal Income Tax Consequences | 37 |
| New Plan Benefits | 38 |
| Required Shareholder Approval | 38 |
| Recommendation of the Board of Directors | 38 |
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| Page | |
|---|---|
| PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 |
| Required Shareholder Approval | 39 |
| Recommendation of the Board of Directors | 39 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S SERVICES AND FEES | 39 |
| Audit Fees | 39 |
| Audit Related Fees | 39 |
| Tax Fees | 39 |
| All Other Fees | 39 |
| Preapproval Policy | 39 |
| PROPOSAL 4 – ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 40 |
| Background | 40 |
| Required Shareholder Approval | 43 |
| Recommendation of the Board of Directors | 43 |
| DELINQUENT SECTION 16 REPORTS | 43 |
| SHAREHOLDER PROPOSALS | 43 |
| HOUSEHOLDING | 44 |
| OTHER MATTERS | 44 |
| Appendix A – Finward Bancorp 2025 Omnibus Equity Incentive Plan | A-1 |
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9204 Columbia Avenue
Munster, Indiana 46321
(219)836-4400
Proxy Statement
For the Annual Meeting of Shareholders
To Be Held on May 22, 2025
The Board of Directors of Finward Bancorp, an Indiana corporation (the “Bancorp”), is soliciting proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held completely virtually at 9:00 a.m., Central Daylight Time, on May 22, 2025, and at any adjournment of the meeting. You may attend the meeting online, submit questions, and vote your shares electronically during the meeting via the internet at www.virtualshareholdermeeting.com/FNWD2025. The Bancorp’s principal asset consists of 100% of the issued and outstanding shares of common stock of Peoples Bank (the “Bank”). We expect to first mail this proxy statement and the form of proxy to our shareholders on or about April 9, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.