Benjamin Schmitt
About Benjamin Schmitt
Benjamin L. Schmitt, age 44, is Executive Vice President, Chief Financial Officer and Treasurer of Finward Bancorp (appointed SVP CFO/Treasurer effective February 20, 2024; promoted to EVP CFO/Treasurer effective November 22, 2024). He holds a BBA in Finance with Honors from the University of Iowa and previously spent ~19 years in bank investment banking at Sandler O’Neill and Piper Sandler, advising depository institutions on capital raising and M&A; he also led Rally Consulting LLC prior to joining FNWD . Company performance context: FNWD’s Pay-Versus-Performance table shows TSR converting an initial $100 to $81.60 (2022), $72.62 (2023), and $113.27 (2024), with net income of $15.08M (2022), $8.38M (2023), and $12.13M (2024), and current incentive programs emphasize ROA, EPS growth, and non-interest expense/average assets rather than TSR itself .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $81.60 | $72.62 | $113.27 |
| Net Income ($USD) | $15,080,000 | $8,380,000 | $12,130,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rally Consulting LLC | President | Aug 2023–Feb 2024 | Advised commercial/community banks on special projects and strategic initiatives |
| Piper Sandler Companies | Managing Director, Financial Services IB | Jan 2020–Jun 2023 | Advised banking clients on capital raising, M&A, and strategic advisory |
| Sandler O’Neill & Partners, L.P. | Director; prior advisory roles | Sep 2004–Jan 2020 | Long-tenured depository IB advisor across transactions and balance sheet strategy |
| Mercer Investment Consulting | Investment Analyst | 2003–2004 | Early-career analytical experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in reviewed SEC filings | — | — | No public company board roles disclosed in 2025 DEF 14A or related 8-Ks |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $248,942 | Includes $9,942 cash in lieu of 2024 vacation days |
| Target Bonus % | 25–30% of base salary (executive officers generally) | CFO participates in Executive Annual Incentive Plan |
| Actual Cash Bonus | $23,482 | Earned under 2024 Executive Annual Incentive Plan |
| One-time Promotion Bonus | $23,900 (Nov 22, 2024) | Paid upon promotion to EVP; no other comp changes or new agreements |
| Stock Awards (Grant-date Fair Value) | $58,746 | Time-based restricted stock under 2015 Plan; 3-year cliff vesting |
| All Other Compensation | $12,101 | Perquisites and benefits detailed below |
| Perquisites and Benefits Detail (2024) | Amount |
|---|---|
| Auto expenses | $8,534 |
| Phone expenses | $1,168 |
| Disability/life insurance premiums | $79 |
| 401(k) match | $1,431 |
| Dividends on restricted stock | $889 |
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (Executive Incentive Plan) | ROA; EPS growth; Non-interest expense/Avg assets | Targets set annually; threshold to max pays 50–150% of target (weights set by Committee; not disclosed) | $23,482 cash bonus for 2024 | N/A (cash) |
| Long-term Equity (Executive Incentive Plan) | Same as annual bonus metrics | Target LTI opportunity generally 25% of base salary (CFO) | $58,746 grant-date fair value (restricted stock) | 3-year cliff vest from grant date |
| Mid-Year Strategic Incentive Program (MYIP, 2024) | 5 criteria equally weighted (20% each): regulatory remediation progress; capital; NIM; budget attainment; expense control; extended to Sep 30, 2024 | Payout capped at target per criterion | Aggregate 630 restricted shares granted to Executive Vice Presidents in Feb 2025 (individual allocations not disclosed) | Cliff vest 3 years from grant; subject to continued employment |
Clawbacks: Company-wide compensation recovery policy adopted Nov 17, 2023 pursuant to SEC/Nasdaq rules; Executive Incentive Plan includes 3-year clawback for restatements/inaccurate metrics and for misconduct causing significant harm .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,076 shares; includes 2,458 restricted (voting, no dispositive power) and 2,618 solely owned |
| Ownership % of Outstanding | <1% of 4,324,485 shares outstanding (as of Mar 21, 2025) |
| Vested vs Unvested | Unvested restricted: 2,458 shares (vest 3/11/2027; value $69,094 at $28.11 on 12/31/2024) |
| Options/RSUs | No options disclosed outstanding under 2015 Plan; restricted stock used for executive awards |
| Hedging/Pledging | Hedging and pledging of FNWD stock prohibited by Insider Trading Policy, except if Board permits pledging; standing/limit orders discouraged |
| Ownership Guidelines | Executives must hold shares worth ≥1x base salary; 100% of vested shares held ≥1 year; retain ≥75% of net shares post-vest until guideline met; 5-year window to comply |
| Compliance Status | Not disclosed for Schmitt (new executive timeline applies) |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | SVP CFO & Treasurer effective Feb 20, 2024; promoted to EVP effective Nov 22, 2024 |
| Employment Agreement | None disclosed; no new agreement entered at promotion |
| Change-in-Control Severance | Participant eligibility for CFO; double-trigger (termination without cause or for good reason within 18 months post-CIC). Benefit: lump sum equal to 1x base salary plus greater of prior-year actual cash bonus or target bonus for year of termination; lump-sum COBRA medical/dental and life insurance premiums |
| Equity Treatment on CIC | 2015 Plan: if involuntarily terminated within 18 months post-CIC, restricted stock vests; performance shares/units paid pro rata (subject to tax rules) |
| Clawbacks | Company recoupment policy and Executive Incentive Plan clawbacks (see above) |
Investment Implications
- Pay-for-performance alignment improving: CFO’s 2024 mix included modest cash bonus ($23.5K) and meaningful restricted stock ($58.7K), with incentives tied to ROA, EPS growth, and expense efficiency; three-year cliff vesting plus 1-year post-vest hold and 75% retention requirements reduce near-term selling pressure and enhance alignment .
- Retention risk mitigants: Equity vest date 3/11/2027 for 2,458 unvested shares and ownership guideline retention rules support continuity; MYIP awarded restricted shares to EVPs in aggregate, indicating Board focus on stability and strategic execution in 2024 .
- Severance/CIC economics: Double-trigger CIC severance at ~1x salary+bonus is moderate for a CFO, with COBRA and life premium adders; equity accelerates or pays pro rata upon qualifying termination, suggesting balanced protection without excessive golden parachute risk .
- Governance and trading signals: Prohibition on hedging/pledging materially reduces misalignment and leverage risks; lack of an individual employment agreement adds flexibility but may require market-competitive incentives to retain a capital-markets-experienced CFO through regulatory remediation and performance targets .
All data above are sourced from FNWD’s 2025 DEF 14A and related 8-K filings as cited.