Robert Youman
About Robert Youman
Robert W. Youman, CPA (Inactive), is an independent director of Finward Bancorp, age 62, serving since 2022. He is Managing Director and Investment Advisor at Horwitz & Associates (since January 2016), with 30+ years in the securities industry focused on community banks; he began his career at KPMG LLP auditing community banks and served on the board of Royal Financial, Inc. and Royal Savings Bank from 2017–2022 . He is Audit Committee Chair, Vice-Chair of the Risk Management & Compliance Committee, and a member of the Nominating & Corporate Governance Committee; the Board deems him independent under Nasdaq standards, and he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horwitz & Associates | Managing Director; Investment Advisor | Jan 2016–present | Focused on serving community banks and investors |
| KPMG LLP | Auditor specializing in community banks | Not disclosed | Early-career audits of community banks |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Financial, Inc. (and Royal Savings Bank) | Director | 2017–2022 | Oversight of Illinois state-chartered savings bank subsidiary |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 5 | Committee comprised solely of independent directors; Youman designated “audit committee financial expert” |
| Risk Management & Compliance Committee | Vice-Chair | 12 | Oversees ERM, regulatory compliance, credit risk, cybersecurity; composition updated post-Annual Meeting |
| Nominating & Corporate Governance Committee | Member | 7 | Oversees Board composition, governance guidelines, annual Board evaluation |
- Independence and engagement: All directors except the CEO are independent; all members of Audit, Compensation & Benefits, and Nominating & Corporate Governance committees meet SEC/Nasdaq independence standards .
- Attendance: The Board met or acted by written consent 17 times in 2024; no director attended fewer than 80% of aggregate Board and committee meetings; all directors attended the May 24, 2024 Annual Meeting .
- Leadership structure: Independent Chairman (Joel Gorelick); in light of the independent Chair, no Lead Independent Director; executive sessions of non-management directors occur at least twice per year .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $30,583 |
| Stock Awards ($) | $0 (directors forewent 2024 equity awards) |
| All Other Compensation ($) | $0 (perquisites for each director < $10,000) |
| Total ($) | $30,583 |
- Director Compensation Policy components: Annual cash retainer $28,500; independent Chair of the Board adds $30,000; committee chair retainers: Risk Chair $3,500; Compensation Chair $3,000; all other committee chairs $2,500; directors may defer cash fees under the Amended Post‑2004 Unfunded Deferred Compensation Plan .
- As of December 31, 2024, none of the directors held unvested equity awards .
Performance Compensation
| Component | FY 2024 | Policy/Plan Framework |
|---|---|---|
| Annual Director Equity Award (value) | $0 (foregone) | ~$11,000 in common stock; number of shares based on grant‑date closing price; vests immediately under Director Compensation Policy |
| Vesting Terms | N/A (no grant) | 2025 Omnibus Equity Incentive Plan adds minimum one‑year vesting for awards; prohibits liberal share recycling |
| Annual Cap for Independent Directors | N/A | Total awards + cash compensation capped at $150,000; exceptions up to $200,000 for extraordinary circumstances (e.g., non‑executive Chair) |
- Clawback/recoupment: The Bancorp adopted a compensation recovery policy on November 17, 2023 under SEC/NYSE/Nasdaq rules; the 2025 Plan reflects recoupment provisions; executive incentive plan clawback applies to executives (director-specific performance metrics are not disclosed) .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock |
|---|---|---|
| Royal Financial, Inc. | Prior public company directorship (2017–2022) | No related‑party transactions disclosed involving Youman; standard director/officer loan program applies broadly |
Expertise & Qualifications
- CPA (Inactive); designated “audit committee financial expert” .
- 30+ years securities industry experience serving community banks and their investors; expertise in community banking, finance, M&A, strategic planning, and wealth management .
- Familiarity with Chicagoland financial services markets .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (3/21/2025) | 26,685 |
| Percent of Class | Under 1% |
| Unvested Equity Awards | None outstanding as of 12/31/2024 |
| Stock Ownership Guidelines (Directors) | $100,000 minimum market value |
| Hedging/Pledging Policy | Hedging and pledging of company stock prohibited absent Board exception |
Note: Compliance status versus the $100,000 director ownership guideline is not disclosed .
Governance Assessment
-
Strengths and positive signals:
- Audit Committee Chair and “financial expert” designation signal robust financial oversight; Audit met five times in 2024, and the committee reported auditor independence and recommended inclusion of audited financials in the 10‑K .
- Active risk oversight involvement as Vice‑Chair of Risk Management & Compliance, which met twelve times in 2024, covering ERM, regulatory compliance, credit and cybersecurity .
- Independence confirmed under Nasdaq rules; at least 80% attendance threshold met; all directors attended the 2024 Annual Meeting, indicating engagement .
- Insider Trading Policy prohibits hedging/pledging, supporting alignment with shareholders .
- Director equity awards were foregone for 2024, avoiding potential pay optics issues during a challenging period; the new 2025 Plan modernizes equity governance (minimum one‑year vesting, caps, no liberal share recycling) .
-
Watch items and potential risks:
- Equity alignment: With no director equity grant in 2024, alignment relies on personal share ownership and policy guidelines; individual compliance with the $100,000 guideline is not disclosed (monitor post‑2025 grants under the new plan) .
- Related‑party exposure: While director/officer loans (~$11.1M; 7.3% of equity capital) are disclosed as ordinary‑course on market terms and approved by disinterested directors, continued oversight remains prudent for optics in a banking context .
RED FLAGS: None disclosed specific to Youman. No related‑party transactions requiring Item 404 disclosure; hedging/pledging prohibited; attendance thresholds met .