Finward Bancorp 10-K

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2021, the Bancorp’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Bancorp in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to the Bancorp’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.   There were no changes in the Bancorp’s internal control over financial reporting during the year ended December 31, 2021, that have materially affected or are reasonably likely to affect, the Bancorp’s internal control over financial reporting.   Management ’ s Report on Internal Control Over Financial Reporting   The management of the Bancorp is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Bancorp’s internal control over financial reporting is a process designed under the supervision of the Bancorp’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Bancorp’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.   As of December 31, 2021, management assessed the effectiveness of the Bancorp’s internal control over financial reporting based on the framework established in the “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has determined that the Bancorp’s internal control over financial reporting was effective as of December 31, 2021, based on the criteria specified.   This Annual Report on Form 10-K does not include an attestation report of the Bancorp’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Bancorp’s registered public accounting firm pursuant to Securities and Exchange Commission rules that permit the Bancorp to provide only management's report in this annual report.   Page 102 of 108     Item 9B. Other Information There are no items reportable under this item.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable.   Page 103 of 108     PART III   Item 10. Directors, Executive Officers and Corporate Governance The information contained under the sections captioned "Proposal 1 - Election of Directors,” “Corporate Governance - Board Committees,” "Security Ownership by Certain Beneficial Owners and Management,” “Delinquent Section 16(a) Reports" and “Corporate Governance - Code of Ethics” in the Bancorp’s definitive Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference. Information regarding the Bancorp’s executive officers is included under Item 4.5 captioned "Executive Officers of the Bancorp" at the end of Part I hereof and is incorporated herein by reference, in accordance with General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K.   Item 11. Executive Compensation The information contained under the section captioned “Executive Compensation" in the Bancorp’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders is incorporated herein by reference.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information contained within the Bancorp’s definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,” and the table providing information on the Bancorp’s director nominees and continuing directors in the section captioned “Proposal 1 - Election of Directors,” is incorporated herein by reference.   Equity Compensation Plan Information The following table provides certain information as of December 31, 2021 with respect to the Bancorp’s existing equity compensation plans.         Number of securities to be issued upon exercise of outstanding options, warrants and rights     Weighted-average exercise price of outstanding options, warrants and rights     Number of securities remaining available for future issuance under equity compensation plans (excluding securitites reflected in column a)   Plan Category   (a)     (b)     (c)   Equity compensation plans approved by security holders     -     $ -       224,845   Total     -     $ -       224,845     Item 13. Certain Relationships and Related Transactions, and Director Independence The information contained under the sections captioned “Transactions with Related Persons” and “Corporate Governance-Director Independence,” and the information contained in the “Summary Compensation Table for 2021” under the section captioned “Executive Compensation,” in the Bancorp’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, is incorporated herein by reference.   Item 14. Principal Accountant Fees and Services ( BKD, LLP PCAOB 686 , Indianapolis, Indiana ) The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Bancorp’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, is incorporated herein by reference.   Page 104 of 108     PART IV   Item 15. Exhibits and Financial Statement Schedules     (a) (1)    Financial Statements :   The following consolidated financial statements of the Bancorp and the reports of the Bancorp’s independent registered public accounting firm are included in Part II, Item 8 of this Form 10-K:     Page Report of Independent Registered Public Accounting Firm 66 Consolidated Balance Sheets 67 Consolidated Statements of Income 68 Consolidated Statements of Comprehensive Income 69 Consolidated Statements of Changes in Stockholders’ Equity 69 Consolidated Statements of Cash Flows    70 Notes to Consolidated Financial Statements   71   (2)   Financial Statement Schedules: Not Applicable.   (3)     Exhibits : Exhibit Number           Description   2.1 @ Agreement and Plan of Merger by and among Finward Bancorp and Royal Financial, Inc. dated July 28, 2021 (incorporated herein by reference to Exhibit 2.1 of the Bancorp’s Form 8-K dated July 29, 2021).     3.1 Restated Articles of Incorporation of Finward Bancorp (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated March 2, 2022).     3.2 Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of May 24, 2021) (incorporated herein by reference to Exhibit 3.2 of the Bancorp’s Form 8-K dated May 24, 2021).     10.1 * Unqualified Deferred Compensation Plan for the Officers of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-K filed on March 5, 2019).     10.2 * Amended Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-K filed on March 5, 2019).     10.3 * Amended and Restated 2015 Stock Option and Incentive Plan of Finward Bancorp (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated March 2, 2022).     10.4 * Form of Nonqualified Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.     10.5 * Form of Incentive Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.     10.6 * Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.     10.7 * Employment Agreement, dated June 28, 2021, by and among Finward Bancorp, Peoples Bank and David A. Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated July 1, 2021).   Page 105 of 108     10.8 * Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J. Bochnowski dated August 1, 2017 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated August 4, 2017).     10.9 * First Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J. Bochnowski dated as of July 27, 2018 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated July 30, 2018).     10.10 * Second Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J. Bochnowski dated as of March 15, 2021 (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated March 17, 2021).     10.11 * Third Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J. Bochnowski dated as of May 3, 2021 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated May 5, 2021).     10.12 * Form of Non-Solicitation and Confidentiality Agreement between Peoples Bank and each of its Executive Officers (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-Q filed on May 9, 2018).     10.13 * Finward Bancorp Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-Q filed on October 29, 2019).     10.14 * Finward Bancorp Executive Incentive Plan     16.1 Letter to Securities and Exchange Commission from Plante & Moran, PLLC dated September 23, 2020 (incorporated herein by reference to Exhibit 16.1 of the Bancorp’s Form 8-K dated September 23, 2020).     13 2021 Annual Report to Shareholders.     21 Subsidiaries of the Bancorp.     23.1 BKD, LLP – Consent of Independent Registered Public Accounting Firm.     23.2 Plante & Moran, PLLC - Consent of Independent Registered Public Accounting Firm.     31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.     31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.     32 Section 1350 Certifications.     101 The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2021, formatted in an Inline XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).   @ – The Bancorp has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Bancorp will furnish a copy of any omitted schedule or similar attachment to the SEC upon request. * - The indicated exhibit is a management contract, compensatory plan or arrangement required to be filed by Item 601 of Regulation S-K.   Item 16. Form 10-K Summary   None.   Page 106 of 108     SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.     FINWARD BANCORP                     By: /s/ Benjamin J. Bochnowski       Benjamin J. Bochnowski       President and       Chief Executive Officer     Date: March 30, 2022   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on March 30, 2022:     Signature     Title           Principal Executive Officer:               /s/Benjamin J. Bochnowski   President and   Benjamin J. Bochnowski    Chief Executive Officer           Principal Financial Officer and       Principal Accounting Officer:               /s/Peymon S. Torabi   Executive Vice President,   Peymon S. Torabi   Chief Financial Officer and Treasurer           The Board of Directors:               /s/David A. Bochnowski   Executive Chairman of the Board   David A. Bochnowski               /s/Edward J. Furticella   Director    Edward J. Furticella               /s/Joel Gorelick     Director   Joel Gorelick               /s/Kenneth V. Krupinski   Director   Kenneth V. Krupinski               /s/Anthony M. Puntillo   Director   Anthony M. Puntillo         Page 107 of 108     /s/James L. Wieser   Director    James L. Wieser               /s/Donald P. Fesko   Director   Donald P. Fesko               /s/Amy W. Han   Director      Amy W. Han               /s/Danette Garza   Director   Danette Garza               /s/Robert E. Johnson III   Director   Robert E. Johnson III         Page 108 of 108