Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2024, the Board of Directors of Finward Bancorp, an Indiana corporation (the “Bancorp”), and the parent entity of Peoples Bank, an Indiana state-chartered commercial bank (the “Bank”), appointed Benjamin L. Schmitt to serve as the Bancorp’s and Bank’s permanent Senior Vice President, Chief Financial Officer and Treasurer, effective February 20, 2024. Robert T. Lowry, who had been serving as the Bancorp’s and Bank’s interim Chief Financial Officer and Treasurer (as previously reported pursuant to the Bancorp’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2023) will remain in his position as the Executive Vice President, Chief Operating Officer of the Bancorp and the Bank. Mr. Lowry had been serving as the interim Chief Financial Officer and Treasurer since January 1, 2024.
Mr. Schmitt, who is 43 years old, previously served as President of Rally Consulting LLC from August 2023 to February 2024, where he advised on special projects and managed strategic efforts of commercial and community banking clients. Previously, Mr. Schmitt served as Managing Director within the financial services investment banking group at Piper Sandler Companies from January 2020 to June 2023, where he advised banking clients on capital raising, merger and acquisition transactions, and other strategic advisory assignments. Previously, he worked at Sandler O’Neill & Partners, L.P. in a similar capacity serving banking clients, as Director from January 2013 to January 2020, and held other investment banking advisory positions at Sandler O’Neill from September 2004 to December 2012. Mr. Schmitt began his career as an investment analyst from 2003 to 2004 at Mercer Investment Consulting. Mr. Schmitt received his Bachelor of Business Administration degree in Finance with Honors from the University of Iowa Tippie College of Business.
Mr. Schmitt will receive an annual base salary of $235,000 and is employed on an at-will basis. Mr. Schmitt also will be eligible to participate in the Bancorp’s executive annual incentive plan and equity-based incentive programs available to the Bancorp’s other executive officers. Mr. Schmitt did not enter into an employment agreement in connection with his appointment. Information regarding any grant or award to Mr. Schmitt, or any other material plan, contract, or arrangement to be entered into between the Bancorp and Mr. Schmitt, in connection with his appointment has not been finalized and, therefore, is unavailable at this time. The Bancorp will report such information, when it becomes available, in a Current Report on Form 8-K filed with the SEC.
There is no arrangement or understanding between Mr. Schmitt and any other persons or entities pursuant to which Mr. Schmitt was appointed as Senior Vice President, Chief Financial Officer and Treasurer. There is no family relationship between Mr. Schmitt and any member of the Board or any executive officer of the Bancorp, and there are no transactions between the Bancorp and Mr. Schmitt that require disclosure under Item 404(a) of Regulation S-K.
On February 20, 2024, the Bancorp issued a press release regarding the appointment of Mr. Schmitt as Senior Vice President, Chief Financial Officer and Treasurer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements regarding the financial performance, business prospects, growth, and operating strategies of Finward. For these statements, Finward claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this communication should be considered in conjunction with the other information available about Finward, including the information in the filings Finward makes with the Securities and Exchange Commission (“SEC”). Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.