David Kwait
Senior Vice President, Chief Risk Officer, General Counsel and Secretary at Finward Bancorp
Executive
About David Kwait
Senior Vice President, Chief Risk Officer, General Counsel, and Corporate Secretary of Finward Bancorp and Peoples Bank since June 30, 2023; previously led Wealth Management and served as Staff Attorney/Legal Counsel at Peoples Bank . Education: BA Economics (DePaul University), JD (University of Notre Dame), MBA (University of Chicago Booth) . Tenure highlights include board-level risk and compliance oversight and strengthening BSA/AML programs that culminated in termination of the 2023 Consent Order in Aug 2025 . Company performance during his tenure improved: TSR rose to $113.27 per $100 in 2024 and net income increased to $12.13M in 2024 from $8.38M in 2023 .
Company TSR and net income
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $81.60 | $72.62 | $113.27 |
| Net Income ($) | $15,080,000 | $8,380,000 | $12,130,000 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bank | Assistant Vice President, Staff Attorney, Legal Counsel, Wealth Management Officer | 2011 | Built legal and wealth management foundation; progressed into broader leadership |
| Peoples Bank | Chief Wealth Management Officer | 2022 | Led Wealth group and client strategy; strengthened community relationships |
| Finward Bancorp/Peoples Bank | SVP, General Counsel, Corporate Secretary, Chief Risk Officer | 2023–present | Board-facing risk/compliance leader; coordinated BSA/AML remediation and enterprise risk management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Porter County Government Non-Profit Charitable Foundation, Inc. | Advisory member | N/A | Oversight of endowment investment to support community services |
| Civic/charitable organizations (Center for Civic Education; Boys & Girls Club; American Legion; Tomorrow’s Leaders Today; Anti-Cruelty Society; Habitat for Humanity) | Volunteer | N/A | Community engagement and non-profit support |
Fixed Compensation
Not disclosed for Kwait in FNWD’s proxy; he is not a Named Executive Officer (NEO) and is not listed in the Summary Compensation Table . Company-wide policies relevant to senior officers:
- Insider Trading Policy: bans hedging/derivatives, short sales, margin pledging; requires pre-clearance and enforces quarterly blackout windows for Section 16 Officers (includes Chief Risk Officer) .
- Stock Ownership Guidelines: CEO 3x salary; other executive officers 1x salary; mandatory 1-year post-vest holding and retention of 75% of net shares until guideline met .
Key policy elements
| Policy element | Requirement |
|---|---|
| Hedging/derivatives | Prohibited (e.g., puts/calls, collars, swaps, prepaid forwards) |
| Short sales; margin/pledging | Prohibited, including holding shares in margin accounts or pledging as loan collateral |
| Pre-clearance & blackout | Pre-clearance required; trading window opens 3rd business day post-earnings and closes 16 days before quarter-end; event-specific blackouts may apply |
| Ownership guideline | CEO 3x salary; other executive officers 1x salary; 1-year post-vest hold; retain 75% of net shares until guideline achieved |
Performance Compensation
Kwait-specific annual bonus and equity grants are not disclosed; general executive incentive architecture (applies to executive officers, with NEO targets provided) is as follows:
- Executive Annual Incentive Plan (EAIP): metrics are Return on Assets, EPS growth, and Non-interest Expense/Average Assets; payouts 50–150% of target; modifiers for strategic and relative performance; CEO target 35% of salary; other executive officer targets 25–30% .
- Long-term equity under EAIP: time-based restricted stock grants; cliff vest at 3 years; targets 25% of base salary for most NEOs (20% for COO in 2024) .
- Clawbacks: Dodd-Frank-compliant Compensation Recovery Policy adopted Nov 17, 2023; EAIP includes 3-year clawback for restatements or misconduct-driven harm .
- Mid-Year Strategic Incentive Program (2024): special retention/performance program focused on regulatory remediation and core profitability; payouts made to EVP cohort as restricted stock; CEO excluded .
EAIP framework
| Component | Metric | Weighting | Target | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Return on Assets | Set annually by Comp Committee | Target % of salary (CEO 35%; other execs 25–30%) | 50–150% of target; strategic/individual modifiers up to ±20% | N/A |
| Annual cash bonus | EPS growth | Set annually | See above | See above | N/A |
| Annual cash bonus | Non-interest expense/avg assets | Set annually | See above | See above | N/A |
| Long-term equity | Time-based restricted stock | N/A | Typically 25% of salary (20% COO in 2024) | Granted per EAIP approvals | 3-year cliff vest |
| Clawback | EAIP and Omnibus Plan | N/A | N/A | 3-year recovery for restatements/inaccurate metrics; misconduct clawback | N/A |
Equity Ownership & Alignment
- Beneficial ownership: Kwait’s personal shareholdings are not disclosed in the proxy’s NEO or director tables .
- Alignment mechanisms: ownership guidelines and post-vest retention requirements; pre-clearance and blackout windows; strict hedging/pledging prohibitions .
- Family voting agreement context: the Bochnowski Family Voting Agreement centralizes voting among designated family members; notable “Kwait” holder in the agreement is Julia M. Kwait (9,302 shares) subject to the Voting Agreement led by the CEO; no linkage to David Kwait is disclosed .
Ownership alignment policies
| Topic | Disclosure |
|---|---|
| Shares/percent owned | Not disclosed for David Kwait in proxy |
| Ownership guideline status | Guidelines apply to executive officers; 1x salary threshold for non-CEO execs; individual compliance status not disclosed |
| Hedging/pledging | Prohibited under Insider Trading Policy |
| Trading controls | Pre-clearance required; quarterly and event blackouts enforce discipline |
Employment Terms
- Contract: No individual employment agreement for Kwait is disclosed in the proxy or 10-K (employment agreements exist for CEO and President of Peoples Bank) .
- Change-in-control severance plan: Eligibility is automatic for Presidents, CFO, COO, Executive Vice Presidents; other full-time employees (e.g., Senior Vice Presidents) may be included only if designated by the CEO and meeting tenure criteria; benefits equal to 1x base salary + target/last cash bonus, plus lump-sum COBRA and life premium equivalents, paid on severance during the 18 months post-change-in-control (double trigger) .
- Clawbacks/recoupment: Company-wide policy under Nasdaq Rule 5608; EAIP-specific clawback .
- Non-compete/solicit: Not disclosed for Kwait; standard restrictions are detailed only in CEO/President agreements .
Severance plan terms (participants only)
| Benefit | Amount/trigger |
|---|---|
| Cash severance | 1x base salary + greater of prior year cash bonus or target bonus at termination year |
| COBRA equivalent | Lump sum equal to 100% annual COBRA premiums for medical/dental coverage at termination |
| Life premium equivalent | Lump sum equal to 100% annual employer-paid life premiums for similarly situated employees |
| Trigger | Termination without cause or resignation for good reason within 18 months post-change-in-control; requires signed release |
Investment Implications
- Alignment and trading discipline: Hedging/pledging bans, pre-clearance, and blackout windows reduce misalignment and dampen opportunistic insider selling pressure; Section 16 coverage explicitly includes the CRO role .
- Pay-for-performance architecture is credible: EAIP ties cash incentives to ROA, EPS growth, and efficiency; equity is time-based with mandatory post-vest retention; clawback policy strengthens recourse and reduces adverse selection risk .
- Retention risk is moderate: As a Senior Vice President, Kwait is not automatically covered by the Change-in-Control Severance Plan; coverage depends on CEO designation, which may limit guaranteed severance economics versus EVP peers .
- Execution track record: Termination of the BSA/AML Consent Order in Aug 2025, alongside documented governance enhancements and appointment of a CRO/GC with board-facing risk oversight, is a positive signal for risk culture and regulatory posture .
- Performance context: Company TSR and net income improved in 2024; sustained execution on efficiency and core earnings will be critical for continued EAIP payouts and equity value realization .