Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2023, David A. Bochnowski, the current Executive Chairman of the
Board of Directors (the "Board") of Finward Bancorp (the "Bancorp"), informed
the Board of his decision to retire as Executive Chairman and as a member of the
Board effective as of June 30, 2023. Mr. Bochnowski has been the Executive
Chairman of the Bancorp since 2016, and prior to that served as the Chief
Executive Officer of the Bancorp and Chairman of the Board for 35 years. Mr.
Bochnowski has over 43 years of banking experience and has led the Bancorp and
its wholly-owned Indiana commercial bank subsidiary, Peoples Bank, through
numerous business cycles over his distinguished career. Mr. Bochnowski's
retirement is not related to any disagreement with the Bancorp or Peoples Bank
regarding any financial, accounting, or other matters.
In conjunction with Mr. Bochnowski's retirement, on January 27, 2023, the Board
appointed Benjamin J. Bochnowski, currently the Bancorp's President and Chief
Executive Officer and a member of the Board, to succeed David Bochnowski as the
Chairman of the Board, effective as of June 30, 2023. The appointment of
Benjamin Bochnowski as Chairman is the result of the implementation of the
Bancorp's normal succession planning process.
Benjamin Bochnowski, who is 41 years old, joined the Bancorp in 2010, became
Executive Vice President and Chief Operating Officer of the Bancorp in 2013, was
promoted to President and Chief Operating Officer in 2015, and became the Chief
Executive Officer in 2016. He is a Director and First Vice Chairman of the
Indiana Bankers Association and is a member of the Indiana Department of
Financial Institutions Board. He also serves on the Board of Directors of One
Region, a non-profit business organization, and Allies for Community Business, a
micro-lending and coaching organization for underserved businesses in the
Chicagoland area. Mr. Bochnowski is currently a party to an employment agreement
with the Bancorp, a copy of which is attached as Exhibit 10.1 to the Bancorp's
Current Report on Form 8-K filed on August 4, 2017, as well as first and second
amendments to such employment agreement, copies of which are attached as
Exhibits 10.2 and 10.3, respectively, to the Bancorp's Current Reports on Form
8-K filed on July 30, 2018 and March 17, 2021, respectively. Mr. Bochnowski did
not enter into any other plan, contract, or arrangement to receive any
additional compensation other than what he already is entitled to under his
employment agreement and the Bancorp's other executive compensation plans, in
connection with his appointment as Chairman of the Board.
There is no arrangement or understanding between Mr. Bochnowski and any other
persons pursuant to which Mr. Bochnowski was appointed as Chairman of the Board.
Mr. Bochnowski is currently a member of the Executive Committee of the Board,
and he is not expected to be named to any additional committees as a result of
his appointment as Chairman. There are no transactions between the Bancorp and
Mr. Bochnowski that require disclosure under Item 404(a) of Regulation S-K.
On January 30, 2023, the Bancorp issued a press release announcing the
retirement of David Bochnowski and the appointment of Benjamin Bochnowski as the
new Chairman of the Board. 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 report may contain forward-looking statements regarding the financial
performance, business prospects, growth, and operating strategies of the
Bancorp. For these statements, the Bancorp claims the protections of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements in this report should be considered in
conjunction with the other information available about the Bancorp, including
the information in the filings the Bancorp makes with the 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.
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Although management believes that the expectations reflected in such
forward-looking statements are reasonable, actual results may differ materially
from those expressed or implied in such statements. Risks and uncertainties
that could cause actual results to differ materially include: changes in asset
quality and credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer acceptance of
the Bancorp's products and services; customer borrowing, repayment, investment,
and deposit practices; customer disintermediation; the introduction, withdrawal,
success, and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions, and divestitures;
economic conditions; and the impact, extent, and timing of technological
changes, capital management activities, and other actions of the Federal Reserve
Board and legislative and regulatory actions and reforms. Additional factors
that could cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in the Bancorp's reports (such as the
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K) filed with the SEC and available at the SEC's Internet website
(www.sec.gov). All subsequent written and oral forward-looking statements
concerning the Bancorp or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above. Except as
required by law, the Bancorp does not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statement is made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
Exhibit No. Description
99.1 Press Release dated January 30, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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