Amy Han
About Amy W. Han, Ph.D.
Independent director of Finward Bancorp (FNWD), age 61, serving since 2008. She holds a Ph.D. in Psychology from the University of Notre Dame (2003) and is Director for Clinical Affairs and Education at Indiana University School of Medicine – Northwest (IUSM-NW). Core credentials highlighted by FNWD include human resources management, organizational design, strategic management, customer service, and diversity/equity/inclusion, including creating IU’s first Scholarly Concentration in Urban Medicine, Health Disparities and Social Determinants of Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norrell Services (Chicago) | Management Consultant (HR/Strategy) | Prior to graduate work (dates not disclosed) | HR and strategic management expertise |
| AT&T (Chicago) | Management Consultant (HR/Strategy) | Prior to graduate work (dates not disclosed) | HR and strategic management expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University School of Medicine – Northwest | Director for Clinical Affairs and Education | Current | Created Scholarly Concentration in Urban Medicine/Health Disparities; DEI leadership |
| Local Boards (unspecified) | Board Member | Current | Community engagement; specific entities not disclosed |
Board Governance
| Assignment | Status/Role | Notes |
|---|---|---|
| Executive Committee | Member | Authorized to act between Board meetings; met 4 times in FY2024 |
| Compensation & Benefits Committee | Vice-Chair; Member | Committee met 6 times in FY2024; composed solely of independent directors |
| Nominating & Corporate Governance Committee | Vice-Chair; Member | Committee met 7 times in FY2024; refreshed composition post-Annual Meeting |
| Independence | Independent Director | All directors except the CEO are independent; all key committees are independent |
| Attendance | ≥80% of meetings in FY2024 | No director attended fewer than 80%; Board met 17 times |
| Executive Sessions | Non-management directors meet at least twice/year | Compliance with Nasdaq rules |
| Annual Meeting Attendance | Attended May 24, 2024 Annual Meeting | All directors attended |
| Board/Committee | FY2024 Meetings |
|---|---|
| Board of Directors | 17 |
| Executive Committee | 4 |
| Audit Committee | 5 |
| Compensation & Benefits Committee | 6 |
| Nominating & Corporate Governance Committee | 7 |
| Risk Management & Compliance Committee | 12 |
Governance notes:
- Independent Chairman structure; no Lead Independent Director given separation of Chair/CEO roles .
- Hedging and pledging by directors prohibited under FNWD’s Insider Trading Policy .
- Stock Ownership Guidelines require non-employee directors to hold at least $100,000 in market value; retention and holding requirements apply .
Fixed Compensation
| Component | FY2024 ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 28,500 | Paid per Director Compensation Policy |
| Committee Chair Fees | 0 | Only chairs receive: $2,500–$3,500; Dr. Han is Vice-Chair, not Chair |
| Independent Chair Retainer | 0 | Applicable to independent Chairman only ($30,000) |
| Equity Awards | 0 | Directors agreed to forego 2024 equity awards; typical policy ~$11,000 |
| Perquisites | <10,000 | Total perquisites for Dr. Han were < $10,000; no medical/vision coverage elected (only Garza/Gorelick covered) |
Policy reference:
- Non-employee director cash retainer $28,500; committee chair retainers: Risk Chair $3,500, Compensation Chair $3,000, other Chairs $2,500; independent Chairman additional $30,000; equity grants typically ~$11,000 per year (immediate vest); 2024 equity was foregone .
Performance Compensation
| Metric/Component | FY2024 | Details |
|---|---|---|
| Director Equity Award Value | $0 | Directors forewent annual equity grant for 2024; normal policy ~$11,000 grant |
| Performance Metrics Tied to Director Pay | Not disclosed | Director pay structure not tied to TSR/financial metrics; independent director award cap $150,000/year under 2025 Omnibus (exceptions up to $200,000) |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Dr. Han |
| Local boards (unspecified) | Board Member | Private/Non-profit | Entities not named; community engagement noted |
Expertise & Qualifications
- Human resources management, organizational design, strategic management; customer service experience in Northwest Indiana/Chicagoland .
- DEI expertise; created IUSM Scholarly Concentration in Urban Medicine/Health Disparities/Social Determinants of Health .
- Ph.D. in Psychology (University of Notre Dame, 2003); prior consulting at Norrell Services and AT&T .
Equity Ownership
| Metric | As of Mar 21, 2025 |
|---|---|
| Beneficially Owned Shares | 7,728 (7,114 jointly with spouse; 614 solely) |
| Ownership % of Outstanding | Under 1% of 4,324,485 shares |
| Estimated Market Value of Holdings | ~$224,885 (7,728 × $29.10 close on Mar 28, 2025) |
| Stock Ownership Guideline | Minimum $100,000; includes time-based RS and vested performance shares upon certification |
| Hedging/Pledging | Prohibited for directors under FNWD policy |
Notes:
- Market value calculated using FNWD’s disclosed $29.10 closing price on Mar 28, 2025 and disclosed share count; satisfies $100,000 guideline .
Governance Assessment
- Board effectiveness: Dr. Han is an engaged independent director with leadership roles as Vice-Chair on both the Compensation & Benefits and Nominating & Corporate Governance Committees, and membership on the Executive Committee—positions aligned with her HR/DEI/organizational expertise .
- Independence and attendance: She meets Nasdaq independence standards; no director fell below 80% attendance; Board and committees maintained regular cadence in FY2024; executive sessions held at least twice yearly .
- Alignment: Personal shareholdings exceed the $100,000 guideline; hedging/pledging prohibitions reinforce alignment; directors held or retained equity per guidelines, though 2024 equity awards were foregone .
- Compensation discipline: Modest cash retainer ($28,500) and no 2024 equity awards indicate conservative director pay; committee chair fees apply only to chairs, not vice-chairs; independent director award cap in the 2025 Omnibus Plan limits risk of pay inflation .
- Conflicts/related-party exposure: FNWD discloses ordinary-course lending to directors/officers with Board approval and market terms; no specific related-party transactions requiring disclosure beyond this were reported for FY2023–2024. No director-specific perquisites for Dr. Han beyond de minimis amounts; medical/vision coverage not elected .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions tied to Dr. Han, low attendance, or pay anomalies. The bylaws’ Board-only amendment provision is affirmed by the Nominating Committee as consistent with Indiana law and effective governance, but is atypical in some markets where shareholders can amend bylaws; monitor shareholder sentiment on governance rights .