Item 9A. Controls and Procedures
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 Company’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, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company 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 Company’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 Company’s internal control over financial reporting during the year ended December 31, 2024, that have materially affected or are reasonably likely to affect, the Company’s internal control over financial reporting.
Management ’ s Report on Internal Control Over Financial Reporting
The management of the Company 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 Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
As of December 31, 2024, management assessed the effectiveness of the Company’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 Company’s internal control over financial reporting was effective as of December 31, 2024, based on the criteria specified.
This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to Securities and Exchange Commission rules that permit the Company to provide only management's report in this annual report.
108
Item 9B. Other Information
During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a - 1 (f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K. There are no other items reportable under this item.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
109
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," “Corporate Governance – Insider Trading Policy,” and “Corporate Governance - Code of Ethics” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated herein by reference. Information regarding the Company’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 Company’s definitive Proxy Statement for its 2025 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 Company’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,” and the table providing information on the Company’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, 2024 with respect to the Company’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 2024” under the section captioned “Executive Compensation,” in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services (FORVIS, LLP PCAOB 686 , Indianapolis, IN)
The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, is incorporated herein by reference.
110
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements :
The following consolidated financial statements of the Company and the reports of the Company’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
63
Consolidated Balance Sheets
65
Consolidated Statements of Income
66
Consolidated Statements of Comprehensive Income (Loss)
67
Consolidated Statements of Changes in Stockholders’ Equity
67
Consolidated Statements of Cash Flows
68
Notes to Consolidated Financial Statements
69
(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, 2023).
3.2
Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of November 29, 2022) (incorporated herein by reference to Exhibit 3.2 of the Bancorp ’ s Form 8-K dated December 2, 2022).
4.1
Description of the Registrant ’ s Securities Registered under Section 12 of the Securities Exchange Act of 1934. (incorporated herein by reference to Exhibit 4.1 of the Bancorp ’ s Form 10-K filed on March 30, 2023).
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).
111
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 (incorporated herein by reference to Exhibit 10.4 of the Bancorp ’ s Form 10-K filed on March 30, 2022).
10.5
*
Form of Incentive Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Bancorp ’ s Form 10-K filed on March 30, 2022).
10.6
*
Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan. (incorporated herein by reference to Exhibit 10.6 of the Bancorp ’ s Form 10-K filed on March 30, 2022).
10.7
*
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).
10.8
*
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).
10.9
*
Second Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J. Bochnowski dated as of March 15, 2023 (incorporated herein by reference to Exhibit 10.3 of the Bancorp ’ s Form 8-K dated March 17, 2021).
10.10
*
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).
10.11
*
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).
10.12
*
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).
10.13
*
Employment Agreement between Finward Bancorp, Peoples Bank and Todd M. Scheub dated as of April 27, 2022 (incorporated herein by reference to Exhibit 10.1 to the Bancorp ’ s Form 8-K dated April 28, 2022).
10.14
*
Post 2004 Deferred Compensation Plan for the Directors of Peoples Bank, Amended and Restated Effective May 20, 2022 (incorporated herein by reference to Exhibit 10.2 to the Bancorp ’ s Form 8-K dated May 23, 2022).
112
10.15
Transition Agreement, General Release & Covenant Not to Sue dated December 1, 2023 by and among Finward Bancorp, Peoples Bank, and Peymon Torabi (incorporated herein by reference to Exhibit 10.1 to the Bancorp ’ s Form 8-K dated December 7, 2023).
10.16
Agreement For Purchase And Sale Of Property, dated January 29, 2024, by and between Peoples Bank and MountainSeed Real Estate Services, LLC (incorporated herein by reference to Exhibit 10.1 to the Bancorp ’ s Form 8-K dated January 31, 2024).
10.17
Lease Agreement – Crown Point Banking Center (incorporated herein by reference to Exhibit 10.2 to the Bancorp ’ s Form 8-K dated January 31, 2024).
10.18
Lease Agreement – East Chicago Banking Center (incorporated herein by reference to Exhibit 10.3 to the Bancorp ’ s Form 8-K dated January 31, 2024).
10.19
Lease Agreement – Merrillville (Broadway) Banking Center (incorporated herein by reference to Exhibit 10.4 to the Bancorp ’ s Form 8-K dated January 31, 2024).
10.20
Lease Agreement – Schererville Banking Center (incorporated herein by reference to Exhibit 10.5 to the Bancorp ’ s Form 8-K dated January 31, 2024).
10.21
Lease Agreement – Orland Park (Ravinia) Banking Center (incorporated herein by reference to Exhibit 10.6 to the Bancorp ’ s Form 8-K dated January 31, 2024).
19.1
Finward Bancorp Insider Trading Policy
21
Subsidiaries of the Bancorp.
23.1
Forvis Mazars, LLP – 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.
97
Compensation Recovery Policy (2023) FINWARD BANCORP (incorporated herein by reference to Exhibit 97 to the Company’s Form 10-K filed on March 28, 2024).
101
The following materials from the Company’s Form 10-K for the fiscal year ended December 31, 2024, formatted in an 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 (embedded within the Inline XBRL and contained in Exhibit 101).
@ – The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company 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.
113
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 31, 2025
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 31, 2025:
Signature
Title
Principal Executive Officer:
/s/Benjamin J. Bochnowski
President and
Benjamin J. Bochnowski
Chief Executive Officer, Director
Principal Financial Officer and
Principal Accounting Officer:
/s/Benjamin L. Schmitt
Executive Vice President,
Benjamin L. Schmitt
Chief Financial Officer and Treasurer
The Board of Directors:
/s/Joel Gorelick
Chairman of the Board
Joel Gorelick
/s/Robert Youman
Director
Robert Youman
/s/Anthony M. Puntillo
Director
Anthony M. Puntillo
/s/James L. Wieser
Director
James L. Wieser
/s/Amy W. Han
Director
Amy W. Han
/s/Danette Garza
Director
Danette Garza
/s/Robert E. Johnson III
Director
Robert E. Johnson III
/s/Martin P. Alwin
Director
Martin P. Alwin
/s/Carolyn M. Burke
Director
Carolyn M. Burke
/s/Jennifer R. Evans
Director
Jennifer R. Evans
114