Ian Banwell
About Ian G. Banwell
Ian G. Banwell, 61, is an independent Class III director of Forian Inc. since March 2021 and serves as Chair of the Audit Committee and member of the Compensation Committee. He is currently Chief Financial Officer of Hamburg Commercial Bank AG (since April 2019), with prior roles including Senior Managing Director at Cerberus Operations & Advisory (2018–2019), Chief Investment Officer of Bank of America (2000–2007), CEO of Round Table Investment Management (2007–2015), and Managing Partner of Aberdeen Enterprises; he also served on the U.S. Treasury Borrowing Advisory Committee (member 2001–2012; Chair 2005–2006). The Board has determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamburg Commercial Bank AG | Chief Financial Officer | Apr 2019–present | Senior finance leadership at European commercial bank |
| Cerberus Operations & Advisory Co. LLC | Senior Managing Director | Apr 2018–Mar 2019 | Operational/Advisory leadership |
| Bank of America | Chief Investment Officer | 2000–2007 | Capital markets and investment risk leadership |
| Round Table Investment Management | Chief Executive Officer | 2007–2015 | Founded and led investment firm |
| Aberdeen Enterprises, LLC | Managing Partner | Not specified | IP and content investment activities |
| U.S. Treasury Borrowing Advisory Committee | Member; Chair | Member 2001–2012; Chair 2005–2006 | Policy advisory on U.S. debt management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Treasury Borrowing Advisory Committee | Member; Chair | Member 2001–2012; Chair 2005–2006 | External policy advisory capacity (not a corporate board) |
Board Governance
- Independence: Board determined Ian Banwell is independent under Nasdaq rules; also independent for Audit and Compensation Committee service and deemed an “audit committee financial expert.”
- Committee Assignments:
- Audit Committee: Chair (members: Banwell, Trotman, Vuori); 4 meetings held in FY2024.
- Compensation Committee: Member (chair: Trotman; members: Adler, Banwell, Trotman); 1 meeting in FY2024.
- Attendance: The Board met 7 times in FY2024; each director attended at least 75% of Board and applicable committee meetings.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair/Member Fees ($) | Meeting Fees ($) |
|---|---|---|---|
| 2024 | — | Not separately disclosed; directors received equity-only comp | — |
Forian states non-employee directors did not receive cash compensation in 2024; compensation was equity-only.
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 (annual director grant) | Stock Options | 15,000 | $3.14 | $34,455 |
- Structure: Annual director equity granted as stock options; no RSUs/PSUs or cash bonus for directors disclosed in 2024.
- Plan context: Awards granted under the 2020 Equity Incentive Plan; Board proposed increasing plan shares by 4,000,000 to 10,400,000, emphasizing continued equity-based compensation.
- Clawback: Company adopted an incentive compensation clawback policy effective Oct 2, 2023 (primarily tied to restatements); applicable to incentive-based compensation.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Banwell; historical service is primarily executive and advisory. |
Expertise & Qualifications
- Financial expertise: Identified by the Board as an “audit committee financial expert” with requisite financial sophistication under SEC/Nasdaq rules.
- Capital markets and risk: CIO experience at Bank of America and policy advisory experience with the U.S. Treasury Borrowing Advisory Committee.
- Operating finance: Current CFO of Hamburg Commercial Bank AG; prior leadership at investment firms.
Equity Ownership
| Holder | Shares | Composition Detail | % of Outstanding |
|---|---|---|---|
| Ian G. Banwell (incl. derivatives within 60 days) | 142,284 | 5,000 direct; 99,784 spouse; 37,500 options exercisable within 60 days | <1% (based on 31,202,313 shares) |
- Shares outstanding reference: 31,202,313 as of April 17/25, 2025.
- Anti-hedging/pledging: Company insider trading policy prohibits short sales, publicly traded options, hedging transactions, margin accounts, and pledges for directors and employees. No pledging disclosed for Banwell.
Insider Trades
| Filing Date | Form | Summary |
|---|---|---|
| Mar 26, 2025 | Form 4 | Filed by Ian G. Banwell reporting changes in beneficial ownership; reflects director equity activity (options). |
| Mar 28, 2024 | Form 4 | Filed by Ian G. Banwell; consistent with annual director option grants. |
Governance Assessment
- Strengths:
- Independence and deep financial expertise; chairs Audit and serves on Compensation, aligning with strong oversight credentials.
- Equity-only director compensation suggests alignment and cost discipline; annual options grant at market exercise price (no cash retainer).
- Anti-hedging/pledging policy reduces misalignment risks; clawback policy in place for incentive compensation.
- Watch items / RED FLAGS:
- Internal control environment: Company disclosed material weaknesses in payables controls and ASC 606 revenue accounting for FY2024, and restated FY2023 financial statements and three 2023 quarters; while one ITGC weakness was remediated by 2024, lingering issues and restatement under Audit Committee oversight warrant close monitoring of remediation progress.
- Equity plan dilution: Board seeks significant expansion of equity plan (to 10.4M shares); monitor director/executive equity grants and dilution impact on shareholders.
- Potential conflicts/related party: No related party transactions disclosed involving Banwell; related-party dealings disclosed for other directors (e.g., Veritas Data Research with Kassam‑Adams; prior consulting payments to a vendor tied to Dublin).
Overall, Banwell’s qualifications and committee roles support investor confidence in financial oversight; however, the recent control weaknesses and restatements under his audit chair tenure are a caution flag until fully remediated and sustained over time.
Notes
- Independence status, committee roles, attendance, compensation, and beneficial ownership are sourced from Forian’s 2025 DEF 14A.
- Insider trading filings are referenced via SEC and aggregator sources.