Jennifer Evans
About Jennifer R. Evans
Independent director (age 66) appointed to Finward Bancorp’s Board on September 9, 2024; moved from Class II to Class III for board rebalancing with term expiring at the 2027 Annual Meeting . Former EVP, General Counsel and Corporate Secretary at PrivateBancorp, Inc. (2010–2017), General Counsel of CIBC’s U.S. Region (2017–2020), EVP and General Counsel at MAF Bancorp/Mid America Bank (2004–2007), and earlier at Vedder Price (M&A, capital formation) . Education: A.B. in economics (Brown University); J.D. (Boston University School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PrivateBancorp, Inc. / The PrivateBank (now CIBC Bank USA) | EVP, General Counsel & Corporate Secretary; Executive Leadership Team | 2010–2017 | Risk oversight, regulatory/compliance, public company reporting, M&A, executive compensation |
| CIBC U.S. Region | General Counsel; member of CIBC Global Leadership Team; U.S. management committees | 2017–2020 | Governance and regulatory leadership post-acquisition |
| MAF Bancorp, Inc. / Mid America Bank | EVP, General Counsel | 2004–2007 | Community banking legal leadership |
| Vedder Price | Attorney (M&A, capital formations, strategic transactions) | Early career | Corporate transactions experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Girl Scouts of Greater Chicago and Northwest Indiana | Director | Not disclosed | Chaired audit and investment committees |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board states all directors except CEO Benjamin Bochnowski meet Nasdaq independence; all Audit, Compensation & Benefits, and Nominating & Corporate Governance committee members meet SEC/Nasdaq independence standards .
- Committee assignments (2024 and forward):
- Compensation & Benefits Committee: Member in 2024; becomes Chair after 2025 Annual Meeting. 2024 meetings: 6. Consultant: Meridian Compensation Partners .
- Risk Management & Compliance Committee: Member; 2024 meetings: 12 .
- Nominating & Corporate Governance Committee: Will be member post-2025 Annual Meeting; 2024 meetings: 7 .
- Audit Committee: Not a member; 2024 meetings: 5 .
- Attendance: Board/committees met frequently in 2024; no director attended fewer than 80% of aggregate board and committee meetings while serving. All directors then in office attended the May 24, 2024 Annual Meeting .
- Board class/tenure: Moved from Class II to Class III for rebalancing; term to 2027 .
- Leadership structure: Independent Chairman; no Lead Independent Director due to separation of CEO and Chair roles; independent directors hold executive sessions at least twice per year .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $28,500 | Director Compensation Policy; effective since 2021 . |
| Chair retainer – Compensation & Benefits | $3,000 | Paid to committee chair . |
| Chair retainer – Risk | $3,500 | Paid to committee chair . |
| Chair retainer – Other committees | $2,500 | Paid to committee chairs . |
| Independent Chairman of the Board retainer | $30,000 | Additional to base; not applicable to Evans . |
| 2024 cash fees earned – Jennifer R. Evans | $7,125 | Pro-rated from Sept 9, 2024 appointment . |
| Perquisites | < $10,000 | For Evans and most directors; medical coverage only for pre-1/1/2024 active directors (Evans not eligible) . |
| Deferred compensation | Available; 2-year U.S. Treasury rate; distributions per plan | Only Director Wieser currently defers fees; Evans not indicated . |
Performance Compensation
| Equity Component | Policy | 2024 Outcome | Vesting |
|---|---|---|---|
| Annual equity award (non-employee directors) | Approx. $11,000 in common stock under 2015 Plan | Directors agreed to forego 2024 equity awards | Awards vest immediately upon grant when granted . |
| 2025 Omnibus Equity Incentive Plan context | Defines minimum vesting period of one year for Awards (plan-wide) | Plan adopted in 2025; governs future grants | Applies generally; director grants governed by committee discretion . |
Note: As of December 31, 2024, none of the directors held unvested equity awards .
Other Directorships & Interlocks
- Public company interlocks: None disclosed for Evans .
- Notable shareholder-director context: PL Capital Advisors holds ~356,292 shares (8.24%); Martin P. Alwin (PL Capital) is a director, but no disclosed interlock involving Evans .
Expertise & Qualifications
- Banking legal executive with public company reporting, bank M&A, regulatory, and risk management expertise; well-versed in executive compensation programs .
- Governance experience (audit and investment committees) in non-profit sector .
- Education in economics and law supporting compensation, risk, and governance committee leadership roles .
Equity Ownership
| Holder | Shares Beneficially Owned (Mar 21, 2025) | % of Class | Notes |
|---|---|---|---|
| Jennifer R. Evans | – | * (under 1%) | No reported beneficial ownership as of record date . |
- Stock Ownership Guidelines: Non-employee directors must hold $100,000 in market value; five years to achieve compliance from becoming subject to the guidelines (Evans became director Sept 9, 2024; five-year window applies) .
- Hedging/pledging: Prohibited for directors (no hedging, no pledging/margin accounts unless otherwise permitted by Board) .
- Pledged shares: No pledging by Evans disclosed .
- Vested/unvested equity, options: No unvested awards; no option disclosures for directors; 2024 equity awards foregone .
Governance Assessment
- Strengths: Independent status; deep compensation/governance/risk background; slated to Chair Compensation & Benefits, enhancing pay oversight; active Risk committee member; Board maintains independent committee composition and executive sessions .
- Alignment watchpoints: No reported share ownership as of March 21, 2025; directors have five years to meet $100,000 guideline—monitor progress and any resumption of annual equity grants to improve alignment .
- Conflicts and related-party exposure: No Item 404 related-party transactions disclosed; director/officer loans exist in ordinary course under controlled terms—no adverse features reported; no Evans-specific related transactions disclosed .
- Attendance and engagement: Board met 17 times; no director below 80% attendance—indicates baseline engagement .
- Policy safeguards: Prohibitions on hedging/pledging; documented director compensation policy with modest chair retainers; independent board leadership without Lead Director due to independent Chair .
Board Governance (Committee Detail)
| Committee | 2024 Members | Chair | Meetings (2024) | Evans Role |
|---|---|---|---|---|
| Audit | Youman (Chair), Alwin, Burke, Garza, Puntillo | Youman | 5 | Not a member |
| Compensation & Benefits | Wieser (Chair), Evans, Garza, Han, Johnson III; post-AM Evans (Chair), Alwin, Garza, Han, Johnson III | Wieser → Evans (post-AM) | 6 | Member; becomes Chair after 2025 Annual Meeting |
| Risk Management & Compliance | Johnson III (Chair), Evans, Garza, Gorelick, Youman; post-AM Johnson III (Chair), Alwin, Burke, Evans, Garza, Youman | Johnson III | 12 | Member |
| Nominating & Corporate Governance | Puntillo (Chair), Han, Wieser, Youman; post-AM Puntillo (Chair), Evans, Han, Youman | Puntillo | 7 | Member post-2025 Annual Meeting |
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jennifer R. Evans | $7,125 | – | – | $7,125 |
- Pro-rata note: Effective Sept 9, 2024 appointments resulted in pro-rated cash fees for Evans .
- Equity: Directors forewent 2024 equity awards; typical policy is ~$11,000 immediate-vesting equity grant .
- Perquisites: Less than $10,000 for Evans; medical coverage limited to pre-2024 active directors (Evans not eligible) .
Related Party Transactions & Policies
- Director/officer loans: ~$11,102,288 outstanding to directors/executives and associates at Dec 31, 2024 (7.3% of equity capital), all in ordinary course, market terms, approved by disinterested directors; no other Item 404 transactions in 2024–2023 .
- Insider Trading Policy: Prohibits hedging, short sales, derivatives, prepaid forwards/equity swaps/exchange funds/zero-cost collars, and pledging/margin unless Board permits .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles Elsewhere |
|---|---|---|
| Jennifer R. Evans | None disclosed | Girl Scouts of Greater Chicago & Northwest Indiana – chaired audit and investment committees |
Expertise & Qualifications
- Legal/regulatory and governance expertise from GC roles; M&A and reporting experience; knowledge of executive compensation programs .
- Education in economics and law; leadership roles on global and U.S. committees at CIBC .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 21, 2025) | –; under 1% of outstanding |
| Unvested equity awards | None (directors) |
| Ownership guideline | $100,000 market value; five years to comply from becoming subject |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Deferred compensation | Available; Evans not indicated as participant |
Governance Assessment
- Evans brings seasoned bank GC and compensation governance expertise; slated chair role at Compensation & Benefits strengthens oversight of pay-for-performance and consultant engagement (Meridian) .
- Alignment gap to monitor: No reported share ownership yet and 2024 equity grants foregone; guideline requires $100,000 within 5 years—track accumulation and future equity grants .
- Conflicts: No Evans-specific related-party transactions disclosed; loan program broadly disclosed under controlled, market terms; hedging/pledging prohibited—low conflict signal .
- Engagement/independence: Committee workloads (Risk 12; Comp 6; Nom Gov 7) and independence standards support board effectiveness; attendance thresholds met .
RED FLAGS: Current lack of reported ownership versus $100,000 guideline (within the allowed five-year compliance window) . Potential influence dynamics with large shareholder-director (PL Capital) on board—no Evans-specific interlock, but overall board context warrants monitoring .