Danette Garza
About Danette Garza
Independent director since 2013; age 70. Credentials include J.D., M.B.A., and C.P.A.; currently an attorney at Austgen, Kuiper, Jasaitis, P.C. and previously Chief Executive Officer of Jack Gray Logistics Network, Inc. . Beneficial ownership totals 6,592 FNWD shares; components include an IRA, restricted shares, trustee holdings, and directly owned shares . She is designated an “audit committee financial expert” and is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austgen, Kuiper, Jasaitis, P.C. | Attorney (corporate, estate planning, elder law) | Ongoing | Legal expertise supporting governance and risk oversight |
| Jack Gray Logistics Network, Inc. | Chief Executive Officer | Past | Business operations and finance experience; visibility into logistics and industrial markets |
| Jack Gray Transport, Inc. and affiliates | Owner | 2015–2023 | Involuntary Chapter 11 petitions filed May 2023; dismissed with prejudice June 2023 (reputational context) |
| Lake County Superior Court | Probate Commissioner | 2013–2017 | Fiduciary oversight; probate, guardianship, and trust matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Austgen, Kuiper, Jasaitis, P.C. | Attorney | Ongoing | Active law practice; no FNWD-related transactions disclosed |
| Jack Gray Logistics Network, Inc. | Former CEO | Past | Private company role; no current public-company interlocks disclosed |
Board Governance
- Independence: All directors except the CEO are independent; Garza is independent. Non-management directors meet in executive session at least twice annually .
- Attendance and engagement: Board met or acted 17 times in 2024; no director attended fewer than 80% of aggregate board and committee meetings. All directors in office attended the May 24, 2024 Annual Meeting .
- Committee memberships and roles (2024; plus post-AGM composition changes):
- Audit Committee: Member; designated as “audit committee financial expert” .
- Compensation & Benefits Committee: Member (Chair transitions to Jennifer R. Evans post-AGM) .
- Risk Management & Compliance Committee: Member (expanded roster post-AGM) .
- Board structure: Independent Chairman (Joel Gorelick); no Lead Independent Director given separation of roles and independent chair .
Fixed Compensation
| Component | 2024 Amount | Policy Detail |
|---|---|---|
| Annual cash retainer | $28,917 | Base retainer $28,500 for non-employee directors; independent Chair receives +$30,000; committee chair retainers: Risk ($3,500), Compensation ($3,000), others ($2,500) |
| Equity grant (annual) | $0 (foregone for 2024) | Policy contemplates ~$11,000 equity award; directors agreed to forego for 2024 |
| Medical/Vision benefits | Elected both (only outside director to do so) | Offered only to directors active prior to Jan 1, 2024; Garza elected both; Gorelick elected vision only |
Notes:
- “All Other Compensation” for Garza was below disclosure threshold (<$10,000) in 2024 .
- Total cash fees to non-employee directors in aggregate were $281,083 for 2024 .
Performance Compensation
| Item | Terms | 2024 Outcome |
|---|---|---|
| Director equity award (policy) | Annual grant of Bancorp common stock ≈$11,000; vests immediately upon grant; granted under 2015 Plan | No director equity grants issued for 2024 per board decision |
No performance metrics (TSR/ROA/ESG) are tied to director compensation; equity awards vest immediately and are not performance-based for directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public-company boards or interlocks disclosed in proxy |
Expertise & Qualifications
- Credentials: J.D., M.B.A., C.P.A.; designated audit committee financial expert .
- Technical expertise: Finance/accounting, legal (corporate, estate, elder law), operations; risk oversight and compliance exposure via committee work .
- Community/legal service: Probate Commissioner (2013–2017) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 6,592 shares | Under 1% of outstanding shares |
| Breakdown | 600 (IRA); 1,545 (restricted, voting but no dispositive power); 3,200 (trustee); 1,247 (solely owned) | Restricted shares are counted toward ownership guidelines; director awards historically vest immediately |
| Ownership value vs guideline (12/31/2024) | ≈$185,282 (6,592 × $28.11) | Meets $100,000 director stock ownership guideline threshold |
| Ownership value vs guideline (3/28/2025) | ≈$191,272 (6,592 × $29.10) | Continues to meet guideline threshold |
| Pledging/Hedging | Prohibited by Insider Trading Policy (hedging, short sales, derivatives, pledging) | Alignment-enhancing restriction |
Governance Assessment
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Strengths:
- Deep finance/legal skill set with CPA/J.D./MBA; designated audit committee financial expert enhances Audit Committee effectiveness .
- Active engagement across three key committees (Audit; Compensation; Risk & Compliance), indicating strong involvement in oversight of financial reporting, pay, and risk management .
- Independence and compliance with director stock ownership guidelines support alignment with shareholders; policy also imposes stringent anti-hedging/anti-pledging restrictions .
- Attendance meets board thresholds; board and committee activity levels were high in 2024 (Board 17; Audit 5; Compensation 6; Risk & Compliance 12) .
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Considerations / potential red flags:
- Involuntary bankruptcy petitions filed in May 2023 against companies she owned (Jack Gray Transport and affiliates) were dismissed with prejudice in June 2023; although resolved favorably, investors may view this as a historical reputational event requiring continued monitoring .
- Medical/vision benefits for outside directors (Garza elected both) may be viewed by some governance observers as non-standard compared to typical director programs, though permitted for legacy directors and below disclosure thresholds in 2024 .
- Related-party policy permits director loans on market terms with board approval; aggregate loans to directors/executives totaled ~$11.1M at 12/31/2024; no Garza-specific transaction is disclosed, but the policy warrants standard monitoring for conflicts .
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Compensation structure signals:
- 2024 director equity grants were foregone, tilting mix toward cash retainer; this reduces dilution and optics of equity timing but also limits equity-based alignment for that year .
- Use of independent compensation consultant (Meridian) for executive and director pay determinations supports process integrity .
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Overall: Garza’s credentials and committee footprint strengthen board oversight in audit, compensation, and risk. Ownership guideline compliance and anti-hedging policy enhance alignment. The Jack Gray petitions (dismissed) and legacy medical/vision benefits are minor governance optics to note, with no disclosed related-party transactions tied to her.
Additional governance policies:
- Compensation recovery (clawback) policy adopted Nov 17, 2023 per Nasdaq Listing Rule 5608 and Exchange Act Section 10D .
- Director stock ownership guidelines: $100,000 market value; 5-year compliance window; holding requirements on vested shares .