Finward Bancorp (FNWD) May 21, 2026 Annual General Meeting Transcript

Welcome to the 2026 annual meeting for Finn Ward Bank Corp. Our host for today's call is Joel Gorlick, Chairman. I will now send the host call over to your host. Mr. Gorlick, you may begin.

Thank you. Will the meeting please come to order? I am Joel Gorlick, Chairman of the Board of Directors of Finn Ward Bank Corp. I will be presiding at this meeting along with my fellow directors and executive offices of the company, I would like to welcome you to the 2026 annual meeting of shareholders of Finwood Bancorp. This annual meeting of the shareholders is held pursuant to the bylaws of the company and written notice to all shareholders. This year's annual meeting is being held as a virtual meeting only. We appreciate your attendance, your interest, and most importantly, your support of the company. As is our custom, we'll conduct the business portion of our meeting first and answer questions at the end of the meeting after the formal portion of the meeting is adjourned. Although we may not be able to answer every question, we'll do our best to provide a response to as many questions as possible and we'll address any unanswered questions on our corporate website excuse me shortly after the meeting for your information the rules of conduct and procedures for our annual meeting our porch posted on the virtual meeting web portal and now I would like to introduce the other members of the board in the offices of Finnwood Bancorp who are present at today's meeting first we'd like to introduce the directors of Finwood Bank Corp. who are in attendance today. We welcome directors Ben McNalsky who is also our president and chief executive officer of Finwood Bank Corp. Martin Alwyn, Carolyn Burke, Jennifer Evans who also sits as our chairman of Comp and Benefits, Danette Garza, Amy Hahn, Robert Johnson who sits as chairman of our risk committee, Dr. Anthony Patel, who is chairman of our nominated governance committee and sits as vice chairman, and Robert Yeoman, audit committee chairman. The Bancorp's executives who are in attendance are Todd Shube, the Bancorp's executive vice president and chief revenue officer and president of People's Bank. Bob Lowry, our executive vice president and chief operating officer, David Quaid, our Senior Vice President and Chief Risk Officer, General Counsel and Secretary, and Benjamin Schmidt, our Executive Vice President and Chief Financial Officer and Treasurer. Although they are not in attendance, I'd like to acknowledge Jill Washington, our Senior Vice President and Chief People's Officer, and I would also like to acknowledge all of our officers and employees of People's Bank. They are truly the lifeblood of the organization. I'd like to take a moment and acknowledge Danette Garza. We want to recognize and express our sincere appreciation for her contributions over the last 13 years. Since joining the board in 2013, Danette's provided thoughtful leadership and sound stewardship, consistently placing the best interests of the banks as number one. Her insight and dedication have been invaluable and we are grateful for the lasting impact of her service. We wish her continued success and safe travels. In accordance with our bylaws, I will act as chairman of the meeting and Mr. Quate will act as secretary of the meeting. I will turn to Mr. Quate with any procedural issues that may arise. We are also joined here today by Thomas Patrick and Katie Goodwin of Forvis, LLP, our independent registered public accounting firm, who will be available to answer and respond to any appropriate question during the general question and answer period after adjournment of the formal portion of the meeting. In addition, the Board of Directors has appointed Alan McGarris to serve as the inspector of the election for this meeting. I request that she file her oath of office with David Quaite, Secretary of the meeting for inclusion in the minutes of this meeting. After the formal meeting has been adjourned, we will provide time for general questions regarding the proposals under consideration at this meeting. Only validated shareholders may ask questions, and shareholders may ask their questions by using the designated field on the web portal. Out of consideration for others, please limit yourself to one question and give us your full name when you submit a question. Please note this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Will the Secretary now report on a proof of notice of meeting?

Mr. Chairman, I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to shareholders of record as of March 20th, 2026, the notice of annual meeting of shareholders and proxy statement, all of which Broadridge commenced distributing to shareholders on April 3rd, 2026. A copy of the proxy statement was sent or made available to each shareholder entitled to vote at this meeting. An electronic An electronic copy of the proxy statement is available on the website used to access this meeting. The notice of meeting, proxy statement, and affidavit of mailing together with the attachments thereto will be filed with the minutes of this meeting. I also have a copy of the 2026 Annual Report of Finward Bancorp, which includes financial statements certified by Forbes. A copy of this annual report was sent or made available to each shareholder entitled to vote at this meeting.

An electronic copy of the annual report is available on the website used to access this meeting. the notice of meeting proxy statement and the annual report and the affidavit of mailing together with the attachments thereto will be filed with the minutes of this meeting thank you mr quaid the secretary has a list of holders or record of common stock of the bank corp as of the close of business on march 20 2026. this list of shareholders have has been open for examination at the company for any purpose relevant to this meeting during ordinary Secretary Business Hours for the past five business days. This list is available for inspection during this meeting by any shareholder on the website used to access this meeting. The Secretary will please file a copy of the list of shareholders with the records of the company. Mr. Quaite, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present.

Mr. Chairman, on March 20, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 4,330,486 shares of common stock. I've been informed by the Inspector of Elections that there are 3,284,185 shares of stock represented in person or by proxy, or approximately 76% of all of the shares entitled to vote at this annual meeting. The shares so represented exceed 50 percent of the total shares entitled to vote at this meeting and thus constitute a quorum.

Thank you, Mr. Quaid. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notices have been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for opening on all matters are open. All FinWord Bank Corp. shareholders entitled to vote at this meeting have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the Secretary will provide the preliminary report of the Inspector of Election. Please note that we will give shareholders an opportunity to come in on and ask questions regarding the proposal after all proposals have been presented. We'll move now to a review of the proposals. The first order of business to come before the meeting today is the election of directors. At this meeting, three directors are to be elected to the Bancorp's Board of Directors, which each to serve a three-year term expiring at the 2029 Annual Meeting of Shareholders. The nominees for election of Class II Directors of the Bancorp are Benjamin J. Buknowski, Robert E. Johnson III, and Martin P. Alwin. The Board of Directors unanimously recommends that the Bancorp shareholders elect these nominees. Information concerning their principal occupation, services, Bancorp board members, skills and qualification, and other matters that may be of interest are contained in the proxy statement. No other nominations for directors were received prior to the deadline, established for submission of director nomination and company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The next matter to come before the meeting is the ratification of the appointment of Forvis LLP as a company's independent registered public accounting firm for the year ending December 31, The Board of Directors unanimously recommends the ratification of the appointment of Forvis to serve as the company's independent registered public accounting firm and to audit the company's financial statement for the fiscal year ending December 31, 2026. The next order of business is the advisory vote to approve the compensation of our named executives, all as described in our proxy statement. This vote, which is often called a say-on-pay vote, is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This proposal is advisory. Although non-binding, the vote will provide information to our Compensation and Benefits Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, practices, which our Compensation and Benefits Committee and our Board of Directors will be able to consider when making future executive compensation decisions. The Board unanimously recommends that the shareholders approve this non-binding proposal. This concludes the presentation of the voting proposals for this year's annual annual meeting. If any shareholder would now like to submit a question or make a comment regarding any of the proposals, please submit your question or comments through the web portal at this time and provide your full name.

The polls are about to close, so if you have not yet voted, please do so.

Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 FinWord Bancorp annual meeting shareholders closed at approximately 9.10 a.m. Central Time on May 21, 2026. The Inspector of Election has delivered her preliminary report. I will now recognize Mr. Quaid to announce the preliminary results.

Mr. Chairman, based on the Inspector of Elections preliminary report, with respect to the proposal for the election of directors, each of the nominees for director has received a plurality of the votes cast in person or by proxy in favor of his election and has been elected as a Class II director of the company to serve for a three-year term that will expire in 2029. With respect to the proposal to approve the appointment of Forvis LLP as the Bancorp's auditor for 2026, the number of votes cast for the proposal are 3,217,986, which exceeds the number of votes cast against that proposal. And finally, with respect to the proposal to approve on an advisory basis the compensation of the Bancorp's named executive officers, The number of votes cast for the proposal are 2,719,609, which exceeds the number of votes cast against the proposal.

Thank you, Mr. Quate. Based upon this report, I hereby declare that the three nominees have been elected as Class II directors for the company. The appointment of four of us has been ratified. The resolution related to compensation of companies named executive officers have been approved. Mr. Kuwait will file the final report of the inspector of election with the records of this meeting. We expect to report the results on the voting on a Form 8k to be filed with the SEC within four business days of this meeting. I will now adjourn the business portion of the meeting and I will open it up for our CEO presentation and general question and answer period. Okay.

I'm Ben Boksnowski, CEO of FinWord Bancorp and People's Bank, and we'll provide a brief presentation on the company. I apologize in advance. We've had some technical difficulties, so we'll be asking for help to advance the slide. So if we could advance the slide to slide number two, please. These are just our admonishments and forward-looking statements. If we could advance to slide number three, please. This is an overview of FinWord Bancorp where community bank headquartered Munster, Indiana, serving the greater Chicagoland region with approximately $2 billion in assets, slightly more than that. We've been operating continuously since 1910 and have been listed on the NASDAQ for approximately five years competing in the community banking segment in our primary trade area. Next slide, please, number four. Would like to recognize the executive management team team who were called out earlier by the chairman, myself, Bob Lowry, Todd Shubb, Ben Schmidt, Dave Quate, and Jill Washington with extensive experience in the banking industry. Slide five, please. Also our board of directors who was recognized by our chairman and want to recognize those individuals who are serving as chairs and also Danette Garza who is retiring. Thank you for your service. Next slide, slide six, where have we been focused in the last few years here? Number one, capital. You can see how we've grown capital from under 8 percent, tier one, to over 9 percent, focusing on bringing our margin back up. You see that we bottom in 2024 and we are pushing our margin ever higher through 2026 and have seen a continued runway to see margin expansion going forward here. stable credit quality and then again that net interest margin quarter over quarter you can see the progression of that. This is where we've been focused operationally in the last few years. Next slide please, slide seven. I want to just provide a brief overview of how we've approached the last few years. 2024 for those longtime shareholders you remember what happened prior to this when our AOCI and our unrealized losses grew, and we had to really focus on stabilization in 2024. Capital and liquidity really prioritized serving those core customers, executed a sale lease back to build capital, focused on regulatory remediation, and refreshed our board of directors to help us move forward. 2025 really focused on strengthening the company. That was last year. Really created some growth capacity, some internal enhancements around technology and efficiency, continually expanded that net interest margin, found ways to reposition our securities portfolio where it made sense, and that resulted, one of the results of last year was the termination of the BSA consent order, which allowed us to really focus more on growth, which takes us to 2026, which is a growth year for us, focused on overall growth, customer acquisition, and customer satisfaction, really using that liquidity and capital to support growth, and continuing to reposition our balance sheet into higher yielding assets to focus on margin expansion and really leveraging those process improvements for efficiency. With that, that is our brief presentation of the company today. I appreciate everyone's attendance and we'll turn it back to you Mr. Chairman. Thank you.

Just like to make a couple of comments in regards to this upcoming year. Dr. Pintillo will remain as vice chairman of the board. Jennifer Evans, and you could read her biographical information in the proxy statement, has been appointed chairperson for the upcoming year. I'll remain on the board and complete my term, and I just want to mention that I really appreciate the time and effort put forth by all the board members and the executive management team to move Finwood Bancorp forward. I look toward to an exciting 2026. This concludes the business portion of the 2026 annual meeting of shareholders. The meeting is now adjourned. Thank you.

Ladies and gentlemen, thank you for attending today's meeting. Have a pleasant day.