Joel Gorelick
About Joel Gorelick
Independent Chairman of Finward Bancorp; retired former President and Chief Operating Officer with 50+ years of banking experience. Age 77; director since 2000; waiver granted on Jan 22, 2025 to extend service beyond the standard retirement age cap to 2028 . He is independent under Nasdaq standards and serves as Board Chair separate from the CEO role, providing independent leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Finward Bancorp | President & COO (retired Jan 2013) | Through Jan 2013 | Led daily banking operations and commercial lending; significant operational expertise . |
| Finward Bancorp | Independent Chairman of the Board | Since Feb 15, 2024 | Independent leadership structure; chair separate from CEO to balance oversight with execution . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana Economic Development Corporation | Director; Chairman of the Audit Committee | Current | Financial oversight at a statewide economic development entity . |
| Lake County Economic Alliance, Inc. | Charter Chairman Emeritus | Current | Community/economic engagement; external network . |
| Indiana Bankers Association | Instructor for educational seminars | Past/ongoing | Leverages lending/operations expertise for industry education . |
Board Governance
- Independence: All directors except the CEO are independent; Gorelick is independent and serves as Chairman .
- Leadership: Roles of Chairman and CEO are separated; Gorelick provides independent Board leadership and guidance to the CEO .
- Committees:
- Executive Committee: Chairman (Joel Gorelick; committee met/acted 4 times in 2024) .
- Risk Management & Compliance Committee: Member (committee met/acted 12 times in 2024) .
- Invited guest to various Board committees (reflecting engagement) .
- Attendance: Board met/acted 17 times in 2024; no director attended fewer than 80% of aggregate Board and assigned committee meetings; all directors then in office attended the May 24, 2024 annual meeting .
- Retirement policy: Board service capped at 76; waiver approved for Gorelick on Jan 22, 2025 to stand for election and serve through 2028 .
Fixed Compensation
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Annual Board cash retainer | Non-employee director | $28,500 | Director Compensation Policy . |
| Independent Chairman retainer | Additional cash | $30,000 | For service as Chair . |
| Committee chair fees | Risk Chair $3,500; Comp Chair $3,000; other committee chairs $2,500 | As applicable | Policy rates . |
| 2024 Director cash paid (Gorelick) | Fees earned in 2024 | $53,667 | Actual 2024 cash compensation . |
| Health benefits (director) | Eligible only for directors active prior to Jan 1, 2024 | Vision coverage elected by Gorelick | Benefit eligibility and election . |
The Bancorp does not pay separate “meeting fees”; compensation is retainer-based with chair uplifts and optional deferrals per policy .
Performance Compensation
| Component | Metric | Target/Weight | Vesting | 2024 Status |
|---|---|---|---|---|
| Director equity award (policy) | None (service-based grant) | ~$11,000 value per director | Immediate vest on grant | Directors agreed to forego 2024 equity awards . |
| Equity plan limit (independent directors) | Annual cap on total awards + cash | $150,000; exception up to $200,000 in extraordinary cases (e.g., non-executive Chair) | Plan term | 2025 Omnibus Plan governance limit . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Gorelick .
- Notable external governance roles: IEDC Audit Chair; community economic leadership at LCEA .
- Interlocks: No disclosed public-company interlocks; PL Capital representative is a separate FNWD director (Alwin), but not linked to Gorelick’s external roles .
Expertise & Qualifications
- Banking operations, commercial lending, and daily bank management expertise; strong community profile; instructs industry seminars .
- Board leadership experience as Executive Committee Chair; risk oversight participation .
Equity Ownership
| Holder/Account | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 50,862 | 1.2% | As of Mar 21, 2025, out of 4,324,485 shares . |
| IRA (Gorelick) | 48,556 | — | Individual retirement account . |
| Spouse IRA | 919 | — | Indirect through spouse . |
| Joint (with spouse) | 533 | — | Joint ownership . |
| Direct (solely owned) | 854 | — | Personal . |
- Stock ownership guidelines: Non-employee directors must hold at least $100,000 in market value; holdings count include beneficial, restricted stock, and plan shares; 5-year compliance period with post-vesting holding requirements (100% for 1 year; retain 75% until in compliance) .
- Valuation context: FNWD closing price $29.10 on Mar 28, 2025; Gorelick’s 50,862 shares imply ~$1.48 million market value, exceeding guidelines .
Insider Trades
| Date | Type | Shares | Price | Post-transaction direct stake | Notes |
|---|---|---|---|---|---|
| 2025-07-11 | Open-market purchase | 434 | $27.63 | 2,120 direct | Additional holdings: 48,558 IRA; 917 spouse IRA; no sales/derivatives . |
Governance Assessment
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Positives:
- Independent Chairman structure separates oversight from management; robust committee independence across Audit, Compensation, Risk, and Nominating .
- Strong engagement: Executive Committee chair; Risk committee member; invited to other committees; board/committee cadence demonstrates active oversight .
- Ownership alignment: Significant personal shareholding far above director guideline; company prohibits hedging and pledging, reinforcing alignment .
- Attendance: No director under 80% threshold; annual meeting attendance affirmed .
-
Watch items / potential conflicts:
- Retirement age waiver granted to extend tenure (signals Board reliance on experience; may draw scrutiny on refreshment) .
- Prior executive tenure (President & COO until 2013) while serving as independent Chair may prompt investors to monitor independence-in-fact; however, Board affirms independence per Nasdaq standards .
- Director benefits: Vision coverage election under legacy eligibility; minimal perquisite but relevant for pay structure transparency .
- Related-party loans: Bank extends loans to directors under market terms; aggregate director/executive loans were ~$11.1 million at year-end 2024; requires ongoing oversight to ensure arm’s-length terms and risk controls .
-
Compensation structure signals:
- 2024 director equity awards foregone, emphasizing cash retainers and potentially conservative equity use amid plan transition; 2025 Omnibus Plan modernizes equity governance and sets explicit limits for independent directors .
Overall, Gorelick’s independent chairmanship, high ownership, and committee leadership support board effectiveness and investor alignment; key monitoring areas include tenure extension via waiver, legacy executive ties, and ensuring director-related loans remain standard-market and well-governed .