Robert Johnson III
About Robert E. Johnson, III
Robert E. Johnson, III (age 55) is an independent director of Finward Bancorp (FNWD) since 2016. He is President and CEO of Cimcor, Inc. (since 1997), bringing cybersecurity and IT expertise relevant to bank risk oversight. On FNWD’s Board, he chairs the Risk Management and Compliance Committee, and serves on the Compensation & Benefits and Executive Committees. All directors except the CEO are independent under Nasdaq standards; Johnson met ≥80% attendance thresholds in FY2024, and directors hold executive sessions at least twice a year without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cimcor, Inc. | President & CEO | Since 1997 | Cybersecurity leadership applied to bank risk oversight |
| Kvaerner Metals | Manager of Business Systems | Not disclosed | IT systems experience |
| Davy McKee Corporation | Manager of Process Automation & Control | Not disclosed | Operations/controls expertise |
External Roles
| Organization | Role | Sector | Dates/Notes |
|---|---|---|---|
| The Methodist Hospitals | Chairman of the Board; Director since 2009; prior Finance Chair/Vice-Chair | Non-profit healthcare | Chairman appointed in 2020 |
| Legacy Foundation | Former Chairman of Board | Community foundation | Not disclosed |
| Indiana District Export Council (IDEC) | Member | Economic development | Not disclosed |
| One Region | Vice Chairman | Regional economic development | Not disclosed |
Board Governance
- Committee assignments: Chair, Risk Management & Compliance; Member, Compensation & Benefits; Member, Executive Committee .
- Independence: All directors other than the CEO are independent under Nasdaq; committee memberships are entirely independent .
- Attendance: Board met 17 times in FY2024; no director attended fewer than 80% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet in executive session at least twice per year without the CEO .
- Risk oversight: Risk Committee met 12 times in FY2024; scope includes ERM, regulatory compliance, ACL and credit risk, loan review, and cybersecurity risk; committees can retain independent advisors .
- Other committee activity: Compensation & Benefits met 6 times (Meridian Compensation Partners engaged as independent consultant); Audit met 5 times .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Johnson) |
|---|---|---|
| Annual cash retainer | $28,500 for non-employee directors | $31,417 (Fees Earned or Paid in Cash) |
| Committee chair retainer | Risk Management & Compliance Chair: +$3,500 | Included in cash total |
| Meeting fees | Not specified in policy (no meeting fees disclosed) | Not disclosed |
| Equity award (director program) | Approximately $11,000 grant; immediate vest | $0 (directors forewent 2024 equity awards) |
| All other compensation/perquisites | Generally < $10,000 per director | < $10,000 for Johnson |
Notes:
- Director Compensation Policy: annual cash retainer and chair fees; directors may defer cash fees; equity grants typically ~ $11,000 but were foregone for 2024 .
Performance Compensation
| Program Element | Terms | 2024 Application |
|---|---|---|
| Director equity award | ~ $11,000 in Common Stock; vests immediately under 2015 Plan | Not granted in 2024 (foregone) |
| Plan platform | 2015 Stock Option and Incentive Plan (being replaced by 2025 Omnibus Plan) | Outstanding 2015 Plan awards remain; 2025 Plan adds modern provisions |
| Independent director annual cap | All awards + cash capped at $150,000 (exceptions up to $200,000 for certain roles) | Policy limit only; individual Johnson total within cap |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Potential Interlock/Conflict |
|---|---|---|
| The Methodist Hospitals | No | None disclosed with FNWD |
| Legacy Foundation | No | None disclosed with FNWD |
| IDEC | No | None disclosed with FNWD |
| One Region | No | None disclosed with FNWD |
- No related-party transactions specific to Johnson are disclosed; insider lending programs are ordinary-course, approved by disinterested directors, and on market terms .
Expertise & Qualifications
- Cybersecurity and IT systems expertise; entrepreneurship record leveraged for risk oversight and community banking focus .
- Prior operations/control roles support oversight of operational risk and compliance .
Equity Ownership
| Item | Value/Detail |
|---|---|
| Shares beneficially owned | 2,919 (solely owned) |
| Ownership % of outstanding | Under 1% |
| Vested/unvested director equity | None unvested as of 12/31/2024 |
| Stock ownership guidelines | Non-Employee Directors minimum $100,000 market value; 5-year compliance period; retention/holding requirements apply |
| Estimated market value of holdings | ~$84,943 (2,919 × $29.10 close on 3/28/2025) |
| Pledging/hedging | Prohibited by Insider Trading Policy; directors may not pledge or hedge FNWD shares absent Board exception |
Note: Proxy does not state Johnson’s compliance status against the $100,000 guideline; based on disclosed holdings and the cited market price, his holdings appear below the threshold, though compliance can be satisfied via multiple counting categories and within the guideline timeline .
Governance Assessment
- Strengths: Independent director; chairs Risk Committee (12 meetings in FY2024) with explicit scope over ERM and cybersecurity; strong attendance; independent compensation consultant engaged; prohibitions on hedging/pledging; formal clawback policy adopted per Nasdaq Rule 5608 .
- Alignment: Director equity awards typically provided annually, but were foregone for 2024—a conservative signal; stock ownership guidelines enforce meaningful director ownership and post-vesting holding requirements .
- Potential watch items: Personal holdings below the $100,000 guideline threshold based on disclosed shares and March 2025 price (proxy silent on guideline compliance status); Cimcor is a cybersecurity vendor—no transactions with FNWD are disclosed, but monitor for any future related-party dealings; aggregate insider lending exists but is ordinary-course and disinterested-approved .
- Shareholder oversight context: Board holds annual Say-on-Pay; frequency vote adopted annually per 2024 shareholder preference .
Appendix: Committee Composition (for context)
- Risk Management & Compliance: Johnson (Chair), Evans, Garza, Gorelick, Youman; post-Annual Meeting adds Alwin and Burke .
- Compensation & Benefits: Wieser (Chair), Evans, Garza, Han, Johnson; post-Annual Meeting Evans becomes Chair; Alwin joins .
- Executive Committee: Gorelick (Chair), Bochnowski, Han, Johnson, Puntillo, Wieser .
- Audit: Youman (Chair), Alwin, Burke, Garza, Puntillo .
All citations refer to FNWD’s DEF 14A dated April 1, 2025.