Benjamin Bochnowski
President and Chief Executive Officer; Chief Executive Officer of Peoples Bank at Finward Bancorp
CEO
Executive
Board
About Benjamin Bochnowski
Benjamin J. Bochnowski, age 44, is President and Chief Executive Officer of Finward Bancorp and CEO of Peoples Bank; he joined the Bancorp in 2010, became EVP & COO in 2013, President & COO in 2015, and CEO in 2016, and served as Chairman of Finward Bancorp in 2023 and as Chairman of the Indiana Bankers Association in 2024 . Finward’s recent performance context: net income was $15.08M in 2022, $8.38M in 2023, and $12.13M in 2024, while total shareholder return (TSR) on a fixed $100 investment was $81.60 (2022), $72.62 (2023), and $113.27 (2024), aligning compensation actually paid trends with TSR and earnings recovery . He is a non‑independent director (as an employee) under Nasdaq rules; the board currently separates the Chair and CEO roles, with Joel Gorelick as independent Chairman and Bochnowski as CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Finward Bancorp | Joined company; progressive leadership roles culminating in CEO | Joined 2010; EVP & COO 2013; President & COO 2015; CEO since 2016 | Led operating transition to CEO; industry leadership and governance roles |
| Finward Bancorp | Chairman of the Board | 2023 | Oversaw board while also serving as CEO; role now split with independent Chair |
| Indiana Bankers Association | Chairman | 2024 | External industry leadership; regulatory and advocacy engagement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Region | Director | Current | Regional economic growth focus; community impact relevant to deposit and lending franchise |
| Allies for Community Business | Director | Current | Micro‑lending support for low‑income entrepreneurs; aligns with community banking mission |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $444,298 | $431,276 |
| Stock Awards ($) | – | $44,105 |
| Non‑Equity Incentive ($) | – | – |
| All Other Compensation ($) | $24,238 | $32,856 |
| Total Compensation ($) | $468,536 | $508,236 |
| Notes | Board approved 2.5% base salary increases for NEOs in Jan 2024 (program context) | CEO received time‑based restricted stock in 2024; no cash bonus paid |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (Executive Incentive Plan) | Return on Assets, EPS Growth, Non‑interest Expense/Average Assets | Set annually by Committee | Performance thresholds with payouts 50%–150% of target | CEO: $0 paid for 2024; others received payouts (Lowry $25,885; Scheub $35,606; Schmitt $23,482) | N/A (cash) |
| Long‑term Incentive (Executive Incentive Plan) | Time‑based Restricted Stock | N/A | CEO target opportunity 25% of base salary | CEO grant date FMV $44,105 (2024 awards) | Cliff vest 3 years from grant date |
| Special Mid‑Year Strategic Incentive Program (MYIP, 2024) | Five criteria: regulatory resolution progress; capital; NIM; budget attainment; expense discipline | 20% each | Achieve goals by 6/30/24; window extended to 9/30/24 | CEO: did not receive MYIP awards; EVPs received 630 RS shares aggregate in Feb 2025 | 3‑year cliff vest |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 403,162 shares; 9.32% of common stock outstanding (4,324,485 shares outstanding as of March 21, 2025) |
| Voting/Disposition Breakdown | Sole voting power: 27,865 shares; shared voting power: 375,297 shares; sole disposition: 26,050 shares; shared disposition: 3,600 shares |
| Family Voting Agreement | As of Nov 21, 2024, Bochnowski Family Voting Agreement grants Benjamin J. Bochnowski irrevocable proxy to direct voting of 403,162 shares held by family group |
| Stock Ownership Guidelines | CEO minimum ownership 3x annual base salary; 1‑year post‑vest holding of 100% of shares and 75% net retention until compliant; 5 years to reach compliance |
| Hedging/Pledging Policy | Prohibits hedging and pledging or margin accounts for directors/executives unless otherwise permitted by the Board |
| Outstanding Unvested RS | 1,815 shares vest 2/2/27; market value $51,020 at $28.11 close on 12/31/24 |
| Recently Vested RS | 2,161 shares vested 2/11/25; market value $60,746 at $28.11 close on 12/31/24 (valuation reference point) |
| Ownership vs Guideline (Analytical) | 403,162 shares × $29.10 (3/28/25 close) ≈ $11.74M vs CEO guideline of 3× $431,276 ≈ $1.29M; indicates guideline exceeded materially |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | 1‑year term; auto‑renews annually unless 60‑day non‑renewal notice; base salary originally $310,500 with Board adjustments; eligible for annual cash bonus and equity plans; life insurance premiums paid by Bank |
| Termination for Cause | Defined events including gross negligence/willful misconduct, malfeasance/fraud/breach of trust, felony/moral turpitude; pays accrued obligations only |
| Termination Without Cause/Good Reason | Accrued obligations plus lump sum equal to 2× base salary + most recent annual bonus; 18 months of welfare benefits/perquisites; outplacement; contingent on release of claims |
| Change‑in‑Control (Employment Agreement) | If termination without cause/good reason occurs in connection with a change in control, bonus reference is most recent pre‑CIC bonus; benefits based on pre‑CIC levels; paid as above if greater benefit applies |
| Non‑Solicit/Confidentiality | 1 year post‑termination non‑solicit of employees/customers; confidentiality obligations apply |
| Executive CIC Severance Plan | Separate plan covers other executives (one‑times salary + bonus target, COBRA/life premiums) on double‑trigger; CEO excluded due to individual agreement |
| Clawbacks | Dodd‑Frank compliant compensation recovery policy adopted Nov 17, 2023; Executive Incentive Plan includes 3‑year clawback for restatements/misconduct |
| Deferred Compensation | Participates in Unqualified Deferred Compensation Plan; distributions post‑employment in monthly installments over 5 years unless otherwise approved |
Board Governance
- Independence: All directors except Benjamin J. Bochnowski are independent under Nasdaq; committees (Audit, Compensation & Benefits, Nominating & Corporate Governance) composed solely of independent directors .
- Leadership: Roles split—Joel Gorelick is independent Chairman; Bochnowski is CEO and director; board may revisit combined roles; currently no Lead Independent Director due to independent Chair .
- Committees: Bochnowski serves on Executive Committee; Audit chaired by Robert W. Youman; Compensation & Benefits chaired by James L. Wieser (transitioning to Jennifer R. Evans); Nominating & Corporate Governance chaired by Anthony M. Puntillo .
- Attendance: Board met/acted 17 times in 2024; no director attended fewer than 80% of board and committee meetings; executive sessions of non‑management directors without Bochnowski at least twice a year .
- Director Fees: As an executive, Bochnowski does not receive director fees .
Compensation Structure Analysis
- Mix shift: CEO compensation in 2024 included equity ($44,105) after no stock awards in 2023; no annual cash bonus paid in either year, indicating continued emphasis on time‑based equity with clawbacks and holding requirements .
- Performance metrics: Annual cash plan ties payouts to ROA, EPS growth, and non‑interest expense/average assets with thresholds and 50%–150% payout curves; CEO did not earn a 2024 cash payout, while other executives did modestly, reflecting conservative payout calibration amid ongoing performance recovery .
- Special retention focus: MYIP addressed regulatory and financial priorities mid‑2024; CEO did not participate; EVPs received restricted stock, enhancing retention with 3‑year cliff vest .
Risk Indicators & Red Flags
- Hedging/Pledging: Company policy prohibits hedging and pledging, reducing misalignment risk; no pledges disclosed .
- Clawbacks: Robust Dodd‑Frank compliant clawback and plan‑level clawbacks mitigate overpayment risk on erroneous data/misconduct .
- Related Party Transactions: Insider loans totaled ~$11.10M (7.3% of equity capital) at 12/31/24, made on market terms and approved by disinterested directors .
- Governance structure: Separation of Chair and CEO reduces dual‑role concerns; Bochnowski is non‑independent; executive sessions occur at least twice annually .
Director Compensation (Context)
- Non‑employee director cash retainer $28,500; independent Chair additional $30,000; committee chair retainers $2,500–$3,500; directors forewent 2024 equity awards; Bochnowski receives no director fees .
Equity Awards & Vesting Schedule (Detail)
| Name | Unvested Shares | Market Value at 12/31/24 ($28.11) | Full Vest Dates |
|---|---|---|---|
| Benjamin J. Bochnowski | 2,161; 1,815 | $60,746; $51,020 | 2/11/2025; 2/2/2027 |
Pay Versus Performance Context
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Income ($) |
|---|---|---|---|---|
| 2022 | $551,482 | $502,837 | $81.60 | $15,080,000 |
| 2023 | $468,536 | $427,264 | $72.62 | $8,380,000 |
| 2024 | $508,236 | $486,201 | $113.27 | $12,130,000 |
Investment Implications
- Alignment: Significant beneficial ownership (9.32%) and family voting control through the Voting Agreement materially align Bochnowski’s voting influence and economic interest with shareholders; ownership guidelines and anti‑hedging/pledging policies further reinforce alignment .
- Incentive rigor: CEO’s zero cash bonus in 2024 and reliance on time‑vested equity indicate disciplined payouts amid multiyear earnings variability; payout metrics (ROA, EPS growth, expense efficiency) are operationally relevant and incorporate risk modifiers .
- Retention risk: Employment agreement provides 2× salary+bonus and 18‑month benefits on involuntary termination/good reason, with change‑in‑control protections; upcoming RSU vest date in 2027 reduces near‑term selling pressure, though periodic vesting requires monitoring of planned sales under insider policy windows .
- Governance quality: Separation of Chair/CEO and independent committees mitigate dual‑role concerns; executive sessions and robust clawbacks lower governance and compensation risk; insider loan balances bear watching but are standard‑term and board‑approved .