Martin Alwin
About Martin P. Alwin
Independent director of Finward Bancorp (FNWD), age 39, appointed to the Board in 2024; currently serves as Senior Analyst at PL Capital Advisors, LLC, and is designated an “audit committee financial expert.” He holds an MBA from the University of Chicago Booth School of Business and a BA from Lawrence University . Alwin beneficially owns 1,000 FNWD shares (under 1% of outstanding) and is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PL Capital Advisors, LLC | Senior Analyst | Not disclosed | Investor-focused analysis and governance perspective |
| RISE Commercial Self-Storage Fund Managers, LLC | Principal and Managing Member | Not disclosed | Asset management leadership |
| Piper Jaffray & Co. | Vice President, Investment Banking (Financial services) | Not disclosed | M&A, capital raising, balance sheet advisory |
| Raymond James Financial, Inc. | Analyst/Associate (entry career) | Not disclosed | Early career foundation in financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community West Bancshares (Nasdaq: CWBC) | Director (prior) | Not disclosed | Board service at ~$1B asset bank; governance and financial oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | All directors except CEO Benjamin J. Bochnowski are independent under Nasdaq; Alwin is independent |
| Board attendance | Board met/acted 17 times in 2024; no director attended fewer than 80% of aggregate meetings and committee meetings served |
| Executive sessions | Non-management directors meet in executive session at least twice a year without management present |
| Board leadership | Independent Chairman (Joel Gorelick); no Lead Independent Director due to separate Chair/CEO structure |
| Committee membership (current) | Audit Committee member; designated “audit committee financial expert” |
| Committee membership (effective after May 22, 2025 AGM) | Compensation & Benefits Committee member; Risk Management & Compliance Committee member |
| Committee activity levels (FY2024) | Executive (4), Nominating & Governance (7), Audit (5), Compensation & Benefits (6), Risk Management & Compliance (12) meetings/consents |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 7,125 | – | – | 7,125 |
| Director Compensation Policy Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $28,500 |
| Committee chair annual retainers | Risk Chair $3,500; Comp Chair $3,000; other Chairs $2,500 |
| Independent Chairman additional retainer | $30,000 |
| Equity grant guideline (non-employee directors) | Approximately $11,000; directors forewent 2024 equity awards |
| Health benefits eligibility | Only for directors active prior to Jan 1, 2024; Alwin joined Sept 9, 2024 |
Performance Compensation
- Non-employee director equity awards are typically ~$11,000 annually and vest immediately, but the Board forewent such equity awards for 2024 (no director equity granted) .
- 2025 Omnibus Plan caps total annual compensation (cash + equity under the plan) for any independent director at $150,000; may increase to $200,000 in extraordinary circumstances (e.g., non-executive chair or special committee service) .
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| PL Capital Advisors “group” | 5%+ shareholder group (Schedule 13D/A) | Group beneficial ownership: 356,292 FNWD shares (8.24% of outstanding) held across PL-managed funds, Palmer (470), and Alwin (1,000); Alwin is reported as a group member and Senior Analyst at PL Capital . |
| Alwin individual | Director and shareholder | Alwin beneficially owns 1,000 FNWD shares . |
Potential interlock/conflict signal: Alwin’s employment with PL Capital and inclusion in a 13D “group” that holds 8.24% creates a significant shareholder-representative presence on FNWD’s Board . Independence under Nasdaq is affirmed, but investors should monitor committee influence and alignment given planned roles on Compensation and Risk committees .
Expertise & Qualifications
- Designation: “Audit committee financial expert” alongside other Audit Committee members .
- Education: MBA, University of Chicago Booth; BA, Lawrence University .
- Domain expertise: Investment banking (M&A, capital markets), depository institutions focus, asset management; prior public company board service (CWBC) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Martin P. Alwin | 1,000 (sole) | Under 1% |
| PL Capital Advisors “group” | 356,292 | 8.24% |
- Stock Ownership Guidelines: Non-employee directors must hold $100,000 in market value of FNWD stock; compliance required within five years of becoming subject to the guidelines (counts time-based restricted stock; performance shares count post-certification) .
- Hedging/Pledging: Insider Trading Policy prohibits hedging, derivatives, short sales, and pledging or hypothecation of company stock, except as otherwise permitted by the Board .
Governance Assessment
- Committee effectiveness: Alwin adds technical depth as an audit financial expert; upcoming Compensation and Risk committee appointments increase his influence over pay design and risk oversight. Given PL Capital’s 8.24% stake and Alwin’s employment there, this strengthens shareholder representation but warrants scrutiny for potential conflicts in compensation and risk decisions .
- Independence and attendance: Independence under Nasdaq affirmed; Board/committee engagement levels robust in 2024; no director fell below 80% attendance .
- Director pay alignment: 2024 pay for Alwin was modest (pro-rated $7,125) with no equity grants, consistent with cost discipline; equity awards are typically part of the mix but were foregone in 2024, which reduces near-term alignment but signals prudence during a transitional year .
- Policies mitigating risk: Company-wide clawback policy (adopted Nov 17, 2023) and strict anti-hedging/pledging policy support investor alignment; stock ownership guidelines require meaningful director ownership over time .
Red Flags to Monitor
- Significant shareholder representation: PL Capital’s 13D “group” status and Alwin’s employment there; combined with his roles on Compensation and Risk, this could shape incentives and risk posture—ongoing disclosure and recusal practices should be monitored .
- Ownership guideline compliance: Directors have five years to meet the $100,000 minimum; specific compliance status for Alwin is not disclosed—investors should track progress .
- Related-party exposure: FNWD reports director/officer loans are made on market terms and approved by disinterested directors; no specific related-party transactions for Alwin are disclosed, but group influence merits continued oversight .