Todd Scheub
Executive Vice President, Chief Revenue Officer; President of Peoples Bank at Finward Bancorp
Executive
About Todd Scheub
Todd M. Scheub (age 57) is Executive Vice President and Chief Revenue Officer of Finward Bancorp (FNWD) and President of Peoples Bank. He joined the Bank in 1996 and leads Wealth Management, Retail Banking and Marketing, and Commercial and Retail Lending, chairing the Senior Officers’ and Executive Officers’ Loan Committees; he holds a B.S. and MBA from Indiana University Northwest and is a graduate of America’s Community Bankers National School of Banking . Company performance context: FNWD’s 2024 net income was $12.13M (vs. $8.38M in 2023 and $15.08M in 2022), and a $100 initial TSR was $113.27 in 2024 ($72.62 in 2023; $81.60 in 2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bank (Finward Bancorp) | Various roles in Commercial Lending; later EVP, Chief Revenue Officer; President of Peoples Bank | 1996–present | Oversees sales across Wealth Mgmt, Retail Banking, Business and Retail Lending; liaison to solutions, risk, executive management and Board; chairs SO Loan Committee and EO Loan Committee |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lake County Economic Alliance | Board Member | n/a | Regional economic development engagement |
| Indiana University Northwest Business School Advisory Board | Board Member | n/a | Academic/industry advisory role |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $304,641 | $312,738 |
| Stock Awards – grant date fair value ($) | – | $24,713 |
| Non-Equity Incentive Plan – actual cash bonus ($) | – | $35,606 |
| All Other Compensation ($) | $12,071 | $28,138 |
| Total ($) | $316,712 | $401,195 |
Breakdown of “All Other Compensation” (2024):
- Auto expenses: $14,829; phone: $1,320; disability/life premiums: $1,647; split-dollar life: $133; dividends on restricted stock: $1,476; 401(k) match: $8,733 .
Performance Compensation
| Component | Metric(s) | Target opportunity | Payout mechanics | 2024 Actual |
|---|---|---|---|---|
| Annual cash incentive (Executive Annual Incentive Plan) | Return on Assets; EPS growth; Non-interest expense/avg assets | 25–30% of base salary for executive officers (CEO 35%) | Threshold to max payout 50–150% of target; committee can apply strategic/risk modifiers | $35,606 cash to Scheub for 2024 |
| Long-term incentive (time-based restricted stock) | Same performance framework as cash component used for grant sizing | Generally 25% of base salary for exec officers (Lowry at 20%) | Time-based RS; 3-year cliff vest | 2024 grant fair value $24,713 |
| Special Mid-Year Strategic Incentive Program (MYIP) | 5 equally weighted criteria: (1) regulatory resolution progress; (2) capital at projected level; (3) NIM increase; (4) budget attainment; (5) expenses at/below budget (Q2, later extended to Q3) | EVPs’ target set as % of their 2024 EIP target (40% for those with no 2023 payout) | Paid in restricted stock with 3-year cliff vest upon achievement; committee could reduce; capped at target | Aggregate 630 RS shares granted to EVPs in Feb 2025 for 2024 MYIP; CEO received no MYIP award |
Clawback policy: FNWD adopted a Dodd-Frank/SEC/Nasdaq-compliant compensation recovery policy on Nov 17, 2023, requiring recovery of incentive-based compensation after certain restatements; also permits clawback for fraud or intentional misconduct causing significant harm .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,521 shares (includes 4,000 in trust; 3,094 restricted; 11,427 in Profit Sharing Plan) |
| Ownership as % of outstanding | ≈0.43% (18,521 ÷ 4,324,485 shares outstanding ) |
| Options outstanding | None under 2015 plan as of 4/1/2025; 46,431 restricted shares outstanding under the plan |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and executive officers |
| Stock ownership guidelines | Exec officers: minimum 1× base salary; 5 years to comply; 1-year post-vest holding of 100% of vested shares; then retain ≥75% of net shares until compliant |
| Compliance indicator (approx.) | Value of holdings ≈ $538,971 (18,521 shares × $29.10 close on 3/28/2025 ) vs. base salary $312,738 → exceeds 1× guideline |
| Insider trading controls | Pre-clearance required for Section 16 officers; quarterly blackout from 15 days before quarter-end until 3rd business day after earnings; allowance for approved Rule 10b5-1 plans |
Outstanding equity awards and vesting schedule (as of 12/31/2024):
| Award Type | Shares | Full Vest Date | Market Value at 12/31/2024 ($28.11/sh) |
|---|---|---|---|
| Restricted Stock | 1,077 | 2/11/2025 | $30,274 |
| Restricted Stock | 1,000 | 4/27/2025 | $28,110 |
| Restricted Stock | 1,017 | 2/2/2027 | $28,588 |
Note: Time-vested restricted stock vests on a 3-year cliff basis; unvested shares carry voting rights and receive dividends but are forfeitable under certain separations .
Employment Terms
| Topic | Key terms |
|---|---|
| Role and base pay in agreement | President of Peoples Bank; EVP & Chief Revenue Officer of Bancorp; base salary $271,000 at execution (subject to board increases/decreases aligned with peers) |
| Term | One-year term with automatic one-year renewals absent 60-day notice; renewed as of 4/27/2024 |
| Annual bonus and equity | Eligible for annual cash bonus per board-set goals and equity awards under company plans |
| Severance – without cause / good reason | Lump sum 1.5× (base salary + most recent annual bonus) + 18 months welfare benefits and senior exec perquisites + outplacement, subject to release |
| Change in control | If separation w/out cause or for good reason in connection with a change in control: severance calculated using most recent pre-CIC annual bonus; benefits continuation based on pre-CIC level; company to pay future premiums on life insurance for remaining term |
| Restrictive covenants | 18-month post-termination non-solicitation of employees, customers, and prospective customers; covenant not to solicit “competitive business” from certain customers for 18 months |
| Separate CIC plan | FNWD’s Executive Change in Control Severance Plan excludes the CEO and Todd Scheub (they are covered by individual employment agreements) |
Governance and Committee Process (Compensation context)
- Compensation & Benefits Committee composed solely of independent directors; consulted Meridian Compensation Partners, LLC in 2024; committee membership and chair transitions disclosed .
- Say-on-Pay advisory vote included on the 2025 AGM agenda .
Related Policies and Risk Controls
- Insider Trading Policy prohibits short-term trading, short sales, derivatives/hedging on company stock, and pledging/margin use; enforces blackout windows and pre-clearance for Section 16 officers .
- Stock Ownership Guidelines enforce post-vest holding and ongoing net share retention until guideline met .
Investment Implications
- Alignment: Scheub’s ownership (~18.5k shares) materially exceeds the 1× salary guideline at current prices, reinforced by mandatory 1-year post-vest holding and 75% net-share retention, reducing near-term selling pressure .
- Pay-for-performance: 2024 cash bonus tied to ROA, EPS growth, and expense efficiency, with capped MYIP RS awards focused on regulatory and profitability milestones; 3-year cliff vesting and clawback policy further align incentives with sustained performance and risk control .
- Retention/CIC: Contract provides 1.5× salary+bonus severance and 18 months benefits (double-trigger-like economics through good reason/without cause), plus reinforced non-solicit covenants (18 months), supporting retention but implying potential CIC costs in strategic scenarios .
- Liquidity/selling signal watch: Two vesting events occurred/approaching in 2025 (Feb and Apr), but policy-mandated post-vest holds and ownership guideline likely mute sell pressure; any sales would also require pre-clearance and be outside blackout windows or via 10b5-1 plans .