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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Northern Community Bancorp (QX) | USOTC:FNRN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.04 | 0.44% | 9.03 | 8.50 | 9.10 | 9.04 | 8.7455 | 9.00 | 11,536 | 21:52:40 |
1. |
Elect the following ten (10) directors, each to serve until the next Annual Meeting of Shareholders, until their successors are elected and qualified, or until an
individual director has reached the mandatory retirement age of 75 years (or, if approved by the Board of Directors, at the adjournment of the first meeting of the Board of Directors following his or her 75th birthday):
|
2. |
Ratify the appointment by the Audit Committee of the Board of Directors of Moss Adams LLP to act as the independent registered public accounting firm of First Northern
Community Bancorp for the year ending December 31, 2022.
|
3. |
Act upon such other matters as may properly come before such meeting or any adjournment or postponement thereof.
|
|
|
2022 Annual Meeting Of Shareholders
|
1
|
Voting Rights and Vote Required
|
1
|
Voting of Proxies—Quorum
|
2
|
Revocability of Proxy
|
3
|
Proposal 1 Nomination and Election of Directors
|
3
|
Nominees
|
3
|
Board Oversight of Risk Management
|
6
|
Committees of the Board of Directors of the Company and the Bank
|
7
|
Report of the Compensation Committee
|
9
|
Board of Directors Meetings
|
10
|
Director Independence
|
10
|
Director Compensation
|
11
|
Report of the Audit Committee
|
13
|
Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm
|
14
|
Security Ownership of Certain Beneficial Owners and Management
|
15
|
Executive Officers
|
16
|
Executive Compensation
|
16
|
Narrative to Summary Compensation Table
|
18
|
2021 Outstanding Equity Awards at Fiscal Year-End
|
24
|
Proposal 2 Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
|
25
|
Transactions with Related Persons
|
26
|
Insider Lending Policy
|
26
|
Delinquent Section 16(A) Reports
|
26
|
Information Available to Shareholders
|
26
|
Shareholder Proposals
|
27
|
Other Matters
|
28
|
1.
|
In the election of directors, the ten nominees receiving the highest number of votes will be elected. It is required that all shareholders who hold their shares in “street name” provide voting instructions for nominees as brokerage firms, banks and other such nominees no
longer have discretionary authority to vote your shares for you; therefore, we respectfully request that you provide voting instructions to your broker, bank or other nominee if your shares are held in “street name”.
|
2.
|
Ratification of the appointment by the Audit Committee of the Board of Directors of the independent registered public accounting firm will
require the affirmative vote of a majority of the shares represented and voting at the Annual Meeting.
|
Name
|
Age
|
Position With The Company
|
Director of Bank Since
|
Director of The Company Since
|
Patrick R. Brady
|
69
|
Director
|
2013
|
2013
|
John M. Carbahal
|
67
|
Director
|
1996
|
2000
|
Gregory DuPratt
|
68
|
Director
|
1996
|
2000
|
Barbara A. Hayes
|
58
|
Director
|
2016
|
2016
|
Richard M. Martinez
|
66
|
Chairman of the Board
|
2011
|
2011
|
Foy S. McNaughton
|
71
|
Director
|
2000
|
2000
|
Sean P. Quinn
|
65
|
Director
|
2016
|
2016
|
Daniel F. Ramos
|
64
|
Director
|
2020
|
2020
|
Mark C. Schulze
|
51
|
Director
|
2017
|
2017
|
Louise A. Walker
|
61
|
President, Chief Executive Officer and Director
|
2011
|
2011
|
•
|
who has not been a resident for a period of at least two years immediately prior to his or her election of a county in which
any subsidiary of the Company maintains an office, unless the election of such person is approved by the affirmative vote of at least two-thirds of the members of the Board of Directors of the Company then in office;
|
•
|
who owns, together with his or her family residing with him or her, directly or indirectly, more than one percent of the
outstanding shares of any banking corporation, affiliate or subsidiary thereof, bank holding company, industrial loan company, savings bank or association or finance company, other than the Company or any affiliate or subsidiary of the
Company;
|
•
|
who is a director, officer, employee, agent, nominee, or attorney of any banking corporation, affiliate, or subsidiary
thereof, bank holding company, industrial loan company, savings bank or association or finance company, other than the Company or any affiliate or subsidiary of the Company; or
|
•
|
who has or is the nominee of anyone who has any contract, arrangement or understanding with any banking corporation, or
affiliate or subsidiary thereof, bank holding company, industrial loan company, savings bank or association or finance company, other than the Company or any affiliate or subsidiary of the Company (a “covered entity”), or with any officer,
director, employee, agent, nominee, attorney or other representative of such covered entity, that he or she will reveal or in any way utilize information obtained as a director of the Company or that he or she will, directly or indirectly,
attempt to effect or encourage any action of the Company.
|
Fees earned or paid in cash
|
|
Name
|
($)(1)
|
Patrick R. Brady
|
33,600
|
John M. Carbahal
|
34,000
|
Gregory DuPratt
|
33,500
|
Barbara A. Hayes
|
34,500
|
Richard M. Martinez
|
36,700
|
Foy S. McNaughton
|
33,000
|
Sean P. Quinn
|
32,000
|
Daniel F. Ramos
|
28,500
|
Mark C. Schulze
|
27,000
|
1.
|
Each director who is not an officer or employee of the Company or the Bank received $1,500 for each
jointly-held and regularly scheduled meeting of the Boards of Directors attended, with the exception of the Board Chairman, who received $1,900. In addition, Directors receive $400 per special meeting of the Board of Directors, and $500 per
Committee meeting attended with the Chair of the Committee receiving $600 per meeting, with the exception of the Audit Committee Chair, who receives $700 per meeting. In addition, each Director received a $5,500 retainer fee, with the
exception of the Chairman of the Board, who received a $6,500 retainer fee. Ms. Walker was an employee, and she received no additional compensation for her services as a Director for 2021.
|
•
|
A merger occurs and as a consequence the Company’s shareholders prior to the merger own less than 50% of the resulting
company’s voting stock;
|
•
|
A beneficial ownership report is required to be filed under the Securities Exchange Act of 1934 by a person (or group of
persons acting in concert) to report ownership of 20% or more of the Company’s voting securities; or
|
•
|
During any period of two consecutive years, individuals who constituted the Company’s Board of Directors at the beginning of
the two-year period cease for any reason to constitute a majority of the Board. Directors elected during the two-year period are treated as if they were directors at the beginning of the period if they were nominated by a vote of at least
two-thirds of the Directors in office at the beginning of the period.
|
Name
|
Shares beneficially owned
|
Shares acquirable within 60 days by exercise of options
|
Percent of
stock |
Patrick R. Brady (1)
|
6,394
|
0
|
*
|
John M. Carbahal (2)
|
85,506
|
0
|
*
|
T. Joe Danelson
|
32,771
|
80,568
|
*
|
Gregory DuPratt (3)
|
41,280
|
0
|
*
|
Barbara A. Hayes
|
9,228
|
0
|
*
|
Richard M. Martinez (4)
|
68,531
|
0
|
*
|
Foy S. McNaughton (5)
|
93,515
|
0
|
*
|
Sean P. Quinn (6)
|
5,745
|
0
|
*
|
Daniel F. Ramos
|
0
|
0
|
*
|
Mark C. Schulze
|
613,450
|
0
|
4.61%
|
Jeremiah Z. Smith (7)
|
54,377
|
114,219
|
1.27%
|
Louise A. Walker (8)
|
145,932
|
125,546
|
2.04%
|
All directors and executive officers as a group (12 people)
|
1,156,729
|
320,333
|
11.11%
|
(1) |
Shares held jointly with Mr. Brady’s spouse.
|
(2) |
Includes 21,153 shares held jointly with Mr. Carbahal’s spouse, 41,928 shares held by the Carbahal & Company An Annual Accumulation Company, of which Mr. Carbahal
is a principal and partner, 2,885 shares held separately by Mr. Carbahal’s spouse, and 7,661 shares held by John M. Simmons Irrevocable Family Trust, of which Mr. Carbahal is co-trustee and has voting power with respect to such shares.
|
(3) |
Includes 16,420 shares held separately by Mr. DuPratt’s spouse.
|
(4) |
Includes 40,216 shares held in the name of Triad Farms, of which Mr. Martinez is a principal and shareholder, and 7,869 shares held separately by Mr. Martinez’s spouse.
|
(5) |
Includes 57,679 shares held by The McNaughton Family Trust, of which Mr. McNaughton is a co-trustee and shares voting and investment power with respect to such shares.
|
(6) |
Shares held jointly with Mr. Quinn’s spouse.
|
(7) |
Includes 8,708 shares held jointly with Mr. Smith’s spouse and 1,330 shares held by Mr. Smith as custodian for his children.
|
(8) |
Includes 48,365 shares held jointly with Ms. Walker’s spouse.
|
Name and Title
|
Age
|
Principal Occupation During the Past Five Years
|
Louise A. Walker, President/Chief Executive Officer/Director
|
61
|
President, Chief Executive Officer and Director of the Company since January 2011 to present.
|
Jeremiah Z. Smith, Senior Executive Vice President/ Chief Operating Officer
|
46
|
Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company from October 2014 to February 2018. Senior
Executive Vice President and Chief Operating Officer since February 2018 to present.
|
T. Joe Danelson, Executive Vice President, Chief Credit Officer
|
64
|
Executive Vice President and Chief Credit Officer of the Company since January 2015 to present.
|
•
|
The Company reported annual net income of $14.2 million, a 16.7% increase compared to net income of $12.2 million for 2020.
|
•
|
Fully diluted earnings per share of $1.00 for the year ended December 31, 2021, a 17.7% increase compared to fully diluted
earnings per share of $0.85 for 2020.
|
•
|
Our financial results were in large part a result of:
|
o
|
Total net loans (including loans held-for-sale and loans totaling $37.3 million made under the SBA’s Paycheck Protection
Program (PPP)) as of December 31, 2021 were $853.8 million, a decrease of $31.2 million, or 3.5%, compared to total net loans (including loans held-for-sale and loans totaling $155.0 million made under the SBA’s PPP) of $885.0 million as of
December 31, 2020. The decrease in net loans was primarily driven by payoffs and forgiveness on loans made under the SBA’s PPP. Excluding these PPP loans, net loan growth for the year ended 2021 was $86.5 million, or 11.9%, compared to
the same period in 2020.1 A 16.9% increase in deposits from $1.48B as of December 31, 2020, to $1.73B as of December 31, 2021.
|
o
|
A reversal of provision for loan losses of $1.50 million for in 2021, compared to provision for loan losses of $3.05 million
in 2020 as a result of improving credit quality and general economic conditions.
|
•
|
Launched a stock repurchase program and repurchased 505,824 shares of common stock during 2021 totaling approximately $5.4
million as of December 31, 2021.
|
•
|
Approved and paid a 5% Stock Dividend on March 25, 2021, to shareholders of record as of February 26, 2021.
|
•
|
Completed the installations of our new state-of-the-art ATM’s.
|
•
|
Announced our membership in Alloy Labs Alliance, a consortium of innovative community banks working together to drive
innovation and change in community banking, including the partnership with Payrailz to create the open payments network, CHUCKTM.
|
•
|
Launched 3 new Checking Accounts: Benefits Checking, Business Growth Checking and BankOn Checking
|
•
|
During the 2021 extension of the PPP, originated approximately 1,030 PPP loans totaling over $115 million to help local
businesses keep their employees on payroll.
|
•
|
Developed a Financial Education Outreach Program to improve financial literacy in our communities.
|
•
|
Actively assisted employees during the COVID-19 pandemic by allowing employees to work remotely when appropriate, provided
hygiene/sanitation products for employees and customers, and did not reduce hours, furlough, or terminate any employees as a result of the pandemic.
|
Name and Principal Position
|
Year
|
Salary
($)(1) |
Bonus
($)(2) |
Stock
Awards
($)(3)
|
Option
Awards
($)(3)
|
Non-Equity Incentive Plan Compensation ($)(4)
|
All
Other
Compensation
($)(5)
|
Total ($)
|
Louise A. Walker
President, Chief Executive Officer and Director of the Bank and Company
|
2021
|
458,126
|
—
|
65,700
|
—
|
165,086
|
40,632
|
729,544
|
2020
|
449,308
|
15,000
|
105,067
|
35,031
|
125,760
|
32,967
|
763,133
|
|
Jeremiah Z. Smith
Senior Executive Vice President, Chief Operating Officer of the Bank and Company
|
2021
|
315,180
|
—
|
54,750
|
—
|
97,816
|
129,433
|
597,179
|
2020
|
308,990
|
12,000
|
56,657
|
56,674
|
74,157
|
100,046
|
608,524
|
|
T. Joe Danelson
Executive Vice President, Chief Credit Officer of the Bank and Company
|
2021
|
265,000
|
—
|
32,850
|
—
|
68,993
|
75,831
|
442,674
|
2020
|
259,906
|
—
|
41,796
|
41,816
|
51,928
|
46,578
|
442,024
|
1. |
Includes amounts contributed to the Company’s Profit Sharing/401(k) Plan at the election of the named executive officers.
|
2. |
The amounts shown are for discretionary bonuses determined by the Bank’s Compensation Committee based on the Bank’s performance in 2020 and for management efforts.
|
3. |
Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts reported above in the “Stock Awards” and “Option
Awards” columns represent the aggregate grant date fair value of stock awards and option awards granted in the respective fiscal years, as determined in accordance with Accounting Standards Codification 718. The grant date fair market value
for stock options is based on certain assumptions that are explained in Note 15 to the Company’s financial statements for the year ended December 31, 2021, which are included in the Company’s 2021 Annual Report on Form 10-K.
|
4. |
Amounts listed in this column represent bonuses paid under the Company’s Incentive Compensation Plan for each respective year. These amounts are not reported in a
separately identified Bonus column because the awards are tied to corporate performance objectives for each respective year. Payments made with respect to each year’s respective performance are paid in March of the following year.
|
5. |
Includes Company funded non-qualified deferred compensation benefits and retirement profit sharing contributions by the Company in 2021 and 2020. Louise A. Walker
received retirement profit sharing contributions of $40,632 and $32,967 for 2021 and 2020, respectively. Jeremiah Z. Smith received non-qualified deferred compensation benefits of $88,801 and $67,079 and retirement profit sharing
contributions of $40,632 and $32,967 for 2021 and 2020, respectively. T. Joe Danelson received non-qualified deferred compensation benefits of $37,331 and $15,578 and retirement profit sharing contributions of $38,500 and $31,000 for 2021 and
2020, respectively. The aggregate amount of perquisites and other personal benefits or property in 2021 and 2020 did not exceed $10,000 for any named executive officer.
|
Category
|
2021 Non-Equity Incentive Metrics
|
Payout Percentage
|
||||
Performance Measure
|
Threshold
|
Target
|
Max
|
Actual Result
|
||
Asset Quality
|
Total Classified Assets to Total Risk Based Capital
|
20.0%
|
15.0%
|
5.0%
|
8.9%
|
20.2%
|
Efficiency Ratio
|
Cumulative Efficiency Ratio
|
67.0%
|
66.0%
|
64.0%
|
67.4%
|
0%
|
Return on Equity
|
Return on Average Equity (excluding accumulated other comprehensive income)
|
7.0%
|
8.0%
|
10.0%
|
9.6%
|
22.7%
|
Quality Loan Growth
|
Overall Loan Growth (excluding Paycheck Protection Program Loans)
|
8.0%
|
13.5
|
15.0%
|
12.7%
|
10.6%
|
Name
|
2021 Non-Equity Incentive Opportunity as % of Salary
|
Actual 2021
Award as a Percentage of Salary
|
||
Threshold
|
Target
|
Max
|
||
Louise A. Walker
|
0%
|
35.0%
|
50.0%
|
36.0%
|
Jeremiah Z. Smith
|
0%
|
30.0%
|
45.0%
|
31.0%
|
T. Joe Danelson
|
0%
|
25.0%
|
40.0%
|
26.0%
|
Name
|
2021 Non-Qualified Deferred Compensation Plan Opportunity as % of Salary
|
Actual 2021
Award as a Percentage of Salary
|
||
Threshold
|
Target
|
Max
|
||
Jeremiah Z. Smith
|
0%
|
20.0%
|
30.0%
|
28.17%
|
T. Joe Danelson
|
0%
|
10.0%
|
15.0%
|
14.09%
|
Option Awards
|
Stock Awards
|
|||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of Shares That Have Not Vested
(#) (4)
|
Market Value of Shares That Have Not Vested
($)(5)
|
Louise A. Walker
|
5,013
|
-
|
3.35
|
02/16/2022
|
41,776
|
407,827
|
11,198
|
-
|
4.02
|
02/21/2023
|
|||
9,390
|
-
|
5.11
|
02/21/2024
|
|||
15,259
|
-
|
5.56
|
02/16/2025
|
|||
19,734
|
-
|
5.95
|
02/17/2026
|
|||
22,456
|
-
|
9.13
|
02/12/2027
|
|||
19,191
|
7,049(1)
|
10.72
|
02/12/2028
|
|||
5,046
|
5,0462)
|
9.38
|
02/20/2029
|
|||
6,850
|
20,5443)
|
10.15
|
02/18/2030
|
|||
Jeremiah Z. Smith
|
3,011
|
-
|
3.35
|
02/16/2022
|
19,006
|
185,556
|
4,478
|
-
|
4.02
|
02/21/2023
|
|||
5,121
|
-
|
5.11
|
02/21/2024
|
|||
14,215
|
-
|
5.56
|
02/16/2025
|
|||
14,215
|
-
|
5.95
|
02/17/2026
|
|||
15,667
|
-
|
9.13
|
02/12/2027
|
|||
14,683
|
4,895(1)
|
10.72
|
02/12/2028
|
|||
12,526
|
12,520(2)
|
9.38
|
02/20/2029
|
|||
11,081
|
33,237(3)
|
10.15
|
02/18/2030
|
|||
T. Joe Danelson
|
15,260
|
-
|
5.55
|
01/04/2025
|
12,824
|
125,194
|
11,892
|
-
|
5.95
|
02/17/2026
|
|||
10,841
|
-
|
9.13
|
02/12/2027
|
|||
10,278
|
3,424(1)
|
10.72
|
02/12/2028
|
|||
8,349
|
8,347(2)
|
9.38
|
02/20/2029
|
|||
8,175
|
24,524(3)
|
10.15
|
02/18/2030
|
|||
1. |
All remaining unexercisable options will vest and become exercisable on February 12, 2022.
|
2. |
Remaining unexercisable options will vest and become exercisable in two equal installments on February 20, 2022, and February 20, 2023.
|
3. |
These options will vest and become exercisable in three equal installments on February 18, 2022, February 18, 2023, and February 18, 2024.
|
4. |
These awards represent time based restricted stock awards that vest in their entirety on the fourth anniversary of grant date. These awards were granted on February
13, 2018, February 20, 2019, February 18, 2020, and February 19, 2021.
|
5. |
The fair value was determined using the closing price of First Northern Community Bancorp stock on December 31, 2021, adjusted for a 5% stock dividend paid by the
Company on March 25, 2022, to shareholders of record on February 28, 2022. The adjusted closing stock price on that date was $9.76.
|
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