DEF 14A of First Northern Community Bancorp
Filed Apr 11, 2024 · FY20230001114927-24-000038
Proposal 1 Nomination and Election of Directors
Proposal 1 Nomination and Election of Directors At the Annual Meeting it will be proposed to elect eleven (11) directors of the Company, each to hold office until the next annual meeting, until their successors shall be 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). It is the intention of the proxyholders named in the enclosed proxy to vote such proxies (except those containing contrary instructions) for the eleven (11) nominees named below. The eleven (11) nominees consist of all the incumbent directors of the Company. The Board of Directors does not anticipate that any of the nominees will be unable or unwilling to serve as a director of the Company, but if that should occur before the Annual Meeting, the proxyholders, in their discretion, upon the recommendation of the Company’s Board of Directors, reserve the right to substitute a nominee and vote for another person of their choice in the place and stead of any nominee unable or unwilling to serve. The proxyholders reserve the right to cumulate votes for the election of directors and cast all of such votes for any one or more of the nominees, to the exclusion of the others, and in such order of preference as the proxyholders may determine in their discretion, based upon the recommendation of the Board of Directors.
Compensation Philosophy
Compensation Philosophy The Compensation Committee uses competitive compensation data from the annual total compensation analyses of peer companies and our market to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. As part of this consideration, the Compensation Committee reviews peer data at the 25th, 50th and 75th percentiles as reference points. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader regional and United States markets. Instead, the Compensation Committee obtains input from our independent compensation consultant, McLagan, and applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, using a peer group generally comprised of similarly sized banks in our region, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
Director Compensation
Director Compensation
2023 Director Compensation Tables
2023 Director Compensation Tables
2023 Director Compensation Tables
| | Fees earned or paid in cash | | Name | ($)(1) | | Patrick R. Brady | 36,700 | | John M. Carbahal | 34,000 | | Gregory DuPratt | 31,000 | | Barbara A. Hayes | 33,000 | | Richard M. Martinez | 30,500 | | Foy S. McNaughton | 32,000 | | Sean P. Quinn | 35,400 | | Daniel F. Ramos | 31,000 | | Mark C. Schulze | 27,500 | | Louise A. Walker | 30,500 |
2023 Director Compensation Tables
| 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. Mr. Smith was an employee, and he received no additional compensation for his services as a Director for 2023. |
2023 Director Compensation Tables
The Company has Director Retirement Agreements with each of its non-employee Directors with the exception of Directors who joined the Company after February 2011. For retirement on or after the normal retirement age of 65, the Director Retirement Agreements provide a benefit for 10 years ranging from $10,000 annually for a director with 10 years of service to a maximum of $15,000 annually for a director with 15 or more years of service, including years of service prior to the effective date of the Director Retirement Agreements. As of January 1, 2023, there were three active directors who had served more than 15 years in such capacity and were eligible for director retirement benefits. Benefits under the Director Retirement Agreements are payable solely to those directors who have served for at least 10 years, unless the director terminates service because of death or disability or unless the director’s service terminates within two years after a change in control. There were no positive accruals under the Director Retirement Agreements in 2023. In the case of early termination of a director’s service before age 65 for reasons other than death or disability or within two years after a change in control, he or she will receive over a period of 10 years aggregate payments equal to the retirement-liability balance accrued by the Company at the end of the year before the year in which the director’s service terminated. However, early termination benefits will not be payable unless the director is at least 55 years of age and has served as a director for at least 10 years, including years of service prior to the effectiveness of the Director Retirement Agreements. If a director becomes disabled before age 65, the director will receive a lump-sum payment in an amount equal to the retirement-liability balance accrued by the Company at the end of the year before the year in which disability occurred, regardless of whether the director has 10 years of service or has reached age 55. If a change in control occurs and a director’s service terminates within 24 months after the change in control, the director will receive a lump-sum payment equal to the retirement-liability balance accrued by the Company at the end of the year before the year in which termination occurred, regardless of whether the director has 10 years of service or has reached age 55. For this purpose, the term “change in control” means:
2023 Director Compensation Tables
| • | A merger occurs and, as a consequence, the Company’s shareholders immediately prior to the merger own less than 50% of the resulting company’s voting stock immediately after the merger; |
2023 Director Compensation Tables
| • | 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 |
2023 Director Compensation Tables
| • | 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. |
2023 Director Compensation Tables
No retirement income benefits are payable under the Director Retirement Agreements to a Director’s beneficiaries after the Director’s death. A Director forfeits all benefits under the Director Retirement Agreement if his or her Director service terminates because of neglect of duties, commission of a felony or misdemeanor, or acts of fraud, disloyalty, or willful violation of significant Bank policies, or if the Director is removed from office by order of the Federal Deposit Insurance Corporation. The Company has also purchased insurance policies on the lives of the Directors who entered into Director Retirement Agreements prior to 2011, paying the premiums for all of these insurance policies with one lump-sum premium payment of approximately $2.15 million. The Company expects to recover the premium in full from its portion of the policies’ death benefits. The Company purchased the policies as an informal funding mechanism for the post-retirement payment obligations under the Director Retirement Agreements. Although the Company expects these policies to serve as a source of funds for benefits payable under the Director Retirement Agreements, the contractual entitlements arising under the Director Retirement Agreements are not funded and remain contractual liabilities of the Company, payable on or after each Director’s termination of service. Under the Split Dollar Agreements and Split Dollar Policy Endorsements with the Directors, which were entered into on the same date the Director Retirement Agreements were executed, the policy benefits are divided between the Company and each Director. The Split Dollar Agreements provide that a Director’s designated beneficiary(ies) will be entitled to receive at the Director’s death life insurance proceeds in the amount of: (a) $120,000 if the Director dies before age 72, (b) $60,000 if the Director dies after reaching age 72 but before age 75, and (c) $30,000 if the Director dies thereafter. Following payment of such life insurance proceeds, the Director’s beneficiary(ies) would receive no further benefits under the Director Retirement Agreement, and the Company’s obligations under that agreement would be extinguished. The Company is entitled to any insurance policy death benefits remaining after payment of the amount indicated above to the Director’s beneficiary(ies).
Director Non-Qualified Deferred Compensation
Director Non-Qualified Deferred Compensation The Company has implemented an elective Deferred Director Fee Plan, a nonqualified voluntary plan providing unfunded deferred benefits for participating directors. During 2023, no Director elected to defer their director fees. Respectfully submitted, Compensation Committee Sean P. Quinn, Chairman Patrick R. Brady Gregory DuPratt Barbara A. Hayes Richard M. Martinez
Executive Compensation
| • | Continued the Bank’s commitment to our employees’ long-term financial wellbeing in our profit-sharing plan. Under the terms of this plan, a portion of the Bank’s profits, as determined by the Board of Directors, is set aside, and maintained in a trust fund for the benefit of qualified employees. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jeremiah Z. Smith President, Chief Executive Officer and Director of the Bank and Company | 2023 | 475,000 | — | 135,928 | — | 198,379 | 227,427 | 1,036,734 | | | 2022(6) | 330,939 | — | 59,356 | 58,507 | 111,295 | 134,289 | 694,386 | | T. Joe Danelson(7) Executive Vice President, Chief Credit Officer of the Bank and Company | 2023 | 320,000 | — | 74,635 | — | 100,128 | 96,805 | 591,568 | | | 2022 | 278,250 | — | 89,892 | — | 79,663 | 72,025 | 519,830 | | Kevin Spink Executive Vice President, Chief Financial Officer of the Bank and Company | 2023 | 286,440 | — | 86,112 | — | 89,627 | 62,485 | 524,664 | | | 2022 | 260,400 | — | 40,708 | 40,074 | 74,553 | 46,299 | 462,034 |
Summary Compensation Table
| 1. | Includes amounts contributed to the Company’s Profit Sharing/401(k) Plan at the election of the named executive officers. |
Summary Compensation Table
| 2. | No discretionary bonuses were paid in 2023 and 2022. |
Summary Compensation Table
| 3. | Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts reported 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, 2023, which are included in the Company’s 2023 Annual Report on Form 10-K. |
Summary Compensation Table
| 4. | Amounts listed in this column represent bonuses paid under the Company’s Non-Equity 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. See “Non-Equity Incentive Plan and Bonus Compensation” below. |
Summary Compensation Table
| 5. | Includes Company funded non-qualified deferred compensation benefits and retirement profit sharing contributions made by the Company in 2023 and 2022. Jeremiah Z. Smith received non-qualified deferred compensation benefits of $142,500 and $74,989 and retirement profit sharing contributions of $62,485 and $46,299 for 2023 and 2022, respectively. T. Joe Danelson received non-qualified deferred compensation benefits of $48,000 and $31,525 and retirement profit sharing contributions of $48,805 and $40,500 for 2023 and 2022, respectively. Kevin Spink received retirement profit sharing contributions of $62,485 and $46,299 for 2023 and 2022, respectively. The aggregate amount of perquisites and other personal benefits or property in 2023 and 2022 are listed in the table below. |
Summary Compensation Table
6. In 2022, Mr. Smith was Senior Executive Vice President/Chief Operating Officer.
Summary Compensation Table
| 7. | Mr. Danelson retired from his position as Executive Vice President, Chief Credit Officer of the Bank and Company effective as of March 31, 2024. |
Summary Compensation Table
| Name | Year | Auto Expense ($) | Cell Phone Reimbursement ($) | Club Dues ($) | Profit Sharing ($) | Deferred Compensation ($) | All Other Compensation ($) | | Jeremiah Z. Smith | 2023 | 4,944 | 90 | 17,408 | 62,485 | 142,500 | 227,427 | | | 2022 | 3,682 | 360 | 8,959 | 46,299 | 74,989 | 134,289 | | T. Joe Danelson | 2023 | — | — | — | 48,805 | 48,000 | 96,805 | | | 2022 | — | — | — | 40,500 | 31,525 | 72,025 | | Kevin Spink | 2023 | — | — | — | 62,485 | — | 62,485 | | | 2022 | — | — | — | 46,299 | — | 46,299 |
Supplemental Executive Retirement Agreements
Supplemental Executive Retirement Agreements The Company has entered into Supplemental Executive Retirement Plan Agreements (“SERPs”) with Mr. Smith and Mr. Spink. In 2006, the Board changed the manner in which retirement benefits are provided to certain executive officers. The Board’s intent was to coordinate the various forms of retirement benefits provided to executives in order to enhance internal equity and to better target the overall level of retirement benefits provided. The result was the adoption of a new SERP that provides a total benefit of 50% of average compensation from three sources: social security retirement benefits, the profit sharing plan, and the new SERP. Mr. Smith and the Company entered into the new SERP agreement in 2011. In connection with Mr. Smith’s appointment as the Chief Executive Officer, the Company entered into an amendment of Mr. Smith’s SERP agreement, effective January 1, 2023. Mr. Spink and the Company entered into the new SERP agreement on August 1, 2017. The SERP benefit is calculated using 3-year average salary plus 7-year average bonus (average compensation). For each year of service, the benefit formula credits 2% of average compensation up to a maximum of 50%. Therefore, for an executive serving 25 years, the target benefit is 50% of average compensation. The SERP target benefit is reduced for other forms of retirement income. Reductions are made for 50% of the social security benefit expected at age 65 (age 62 under the amended SERP agreement for Mr. Smith) and for the accumulated value of contributions the Bank makes to the executive’s profit sharing plan. For purposes of this reduction, contributions to the profit sharing plan are accumulated each year at a 3-year average of the yields on 10-year treasury securities. Retirement benefits are paid monthly for 120 months plus 6 months for each full year of service over 10 years, up to a maximum of 180 months. The SERP agreements provide for reduced benefits in the case of early retirement (the later of the executive officer’s 55th birthday or the age at which the executive officer has at least 10 years of service with the Company). The early commencement factor is 1.0 minus the product of 0.41667% multiplied by the number of full calendar months that early retirement precedes age 65 (age 62 under the amended SERP agreement for Mr. Smith). Benefits are also payable in the event of death, disability, or termination within 24 months following a change in control. Eligibility to participate in the SERP is limited to a select group of management or highly compensated employees of the Bank that are designated by the Board.
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan Consistent with the desire to provide retirement and savings opportunities for a select group of executive management and highly compensated employees, the Company provides a deferred compensation plan for its named executive officers called the “2001 Executive Deferral Plan.” This plan provides a way to offset the effect of tax law limitations on benefits under tax-qualified plans. The plan is a nonqualified plan providing the named executive officers with an unfunded, deferred compensation program. Under the plan, the named executive officers may elect to voluntarily defer a portion of their current compensation until termination of employment, subject to certain exceptions. Payments generally commence the month following termination at Normal Retirement, or six (6) months following if necessary to comply with Section 409A. Deferred amounts earn interest at an annual rate determined by the Bank’s Compensation Committee and approved by the Board of Directors. In 2023, deferred amounts earned interest at 5.10%, representing 120% of the Applicable Federal Rate. In 2023, no executives elected to voluntarily defer any compensation. In 2017, the Compensation Committee evaluated and approved the implementation of a performance-based, Company funded non-qualified deferred compensation benefit for two of its named executive officers, Mr. Smith and Mr. Danelson. The benefits fall under the Company’s 2001 Executive Deferral Plan, which was amended as of July 20, 2017, to allow for Company contributions on behalf of a select group of management and highly compensated employees. The individual benefits became effective on August 1, 2017. The purpose of the benefits is to recognize the contributions of these select key executives to the Company, to drive continued and future business results, and to serve as a retention vehicle for their continued employment. The benefits are performance-based in that the Compensation Committee annually establishes and approves performance metrics at the beginning of each performance period, and no contributions are made to the Executive Deferral Plan unless the goals are achieved, or discretion is exercised. The 2023 performance metric approved by the Committee was Return on Average Equity excluding unrealized gains or losses. The target for this metric was 10.5%. Company contributions are based on a percentage of base salary and range from 0% to 15% of base salary for Mr. Danelson and from 0% to 30% of base salary for Mr. Smith. Company contributions are eligible to earn the same interest paid on voluntary deferred contributions. Company contributions and any interest earned are subject to vesting requirements.
Non-Qualified Deferred Compensation Plan
| | 2023 Non-Qualified Deferred Compensation Plan Opportunity as % of Salary | | | | | Performance Measure | Threshold | Target | Max | Actual Result | | Return on Average Equity % (before unrealized gains/losses) | 9.5% | 10.5% | 11.6% | 11.94% |
Non-Qualified Deferred Compensation Plan
| | 2023 Non-Qualified Deferred Compensation Plan Opportunity as % of Salary | | | | | Name | Threshold | Target | Max | Actual 2023 Award as a Percentage of Salary | | Jeremiah Z. Smith | 0% | 20.0% | 30.0% | 30.0% | | T. Joe Danelson | 0% | 10.0% | 15.0% | 15.0% |
Non-Qualified Deferred Compensation Plan
These contributions provide supplementary executive retirement/retention awards that vest and become payable upon the first of the following events to occur: continued employment with the Company to age 65, death while an employee of the Company, disability while an employee of the Company, an involuntary termination from the Company without Cause or voluntary termination for Good Reason, or a termination within 24 months of a Change in Control (as each such term is defined under the Executive Deferral Plan). Upon his appointment as Chief Executive Officer, Mr. Smith entered into the First Amendment to Executive Participation Agreement, effective January 1, 2023, pursuant to which Mr. Smith became 50% vested in his award as of January 1, 2023 and will become fully vested in the remaining balance of his award upon his 62nd birthday, so long as he remains employed with First Northern Bank of Dixon and has achieved certain performance goals.
2023 Outstanding Equity Awards at Fiscal Year-End*
2023 Outstanding Equity Awards at Fiscal Year-End* The following table sets forth information regarding outstanding equity-based awards, including the potential dollar amount realizable with respect to each award.
2023 Outstanding Equity Awards at Fiscal Year-End*
| 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 or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Jeremiah Z. Smith | 5,645 | - | 4.64 | 02/21/2024 | 35,314 | 300,015 | | | 15,671 | - | 5.05 | 02/16/2025 | | | | | 15,671 | - | 5.40 | 02/17/2026 | | | | | 17,272 | - | 8.29 | 02/12/2027 | | | | | 21,583 | - | 9.72 | 02/12/2028 | | | | | 27,611 | - | 8.50 | 02/20/2029 | | | | | 36,647 | 12,212(1) | 9.21 | 02/18/2030 | | | | | 6,935 | 20,807(2) | 9.30 | 03/29/2032 | | | | T. Joe Danelson | 11,952 | - | 8.29 | 02/12/2027 | 26,974 | 229,164 | | | 15,105 | - | 9.72 | 02/12/2028 | | | | | 18,406 | - | 8.50 | 02/20/2029 | | | | | 27,037 | 9,012(1) | 9.21 | 02/18/2030 | | | | Kevin Spink | 2,087 | - | 9.72 | 02/12/2028 | 22,366 | 190,023 | | | 14,994 | - | 8.50 | 02/20/2029 | | | | | 22,441 | 7,480(1) | 9.21 | 02/18/2030 | | | | | 4,754 | 14,266(2) | 9.30 | 03/29/2032 | | |
2023 Outstanding Equity Awards at Fiscal Year-End*
*The figures in the table above are based on data as of December 31, 2023 and have been adjusted for a 5% stock dividend paid by the Company on March 25, 2024, to shareholders of record on February 29, 2024.
2023 Outstanding Equity Awards at Fiscal Year-End*
| 1. | All remaining unexercisable options will vest and become exercisable on February 18, 2024. |
2023 Outstanding Equity Awards at Fiscal Year-End*
| 2. | Remaining unexercisable options will vest and become exercisable in three equal installments on March 29, 2024, March 29, 2025, and March 29, 2026. |
2023 Outstanding Equity Awards at Fiscal Year-End*
| 3. | 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 19, 2020, February 19, 2021, February 16, 2022, and February 23, 2023. |
2023 Outstanding Equity Awards at Fiscal Year-End*
| 4. | The fair value was determined using the closing price of the Company’s stock on December 31, 2023, adjusted for a 5% stock dividend paid by the Company on March 25, 2024, to shareholders of record on February 29, 2024. The adjusted closing stock price on that date was $8.50. |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (the “SCT”) in previous years to reflect the estimated value of equity awards as of the end of the fiscal year or, if earlier, the vesting date. Note that compensation for our NEOs other than our Chief Executive Officer (“CEO”) is reported as an average.
Pay Versus Performance
| Year | Summary Compensation Table (SCT) Total for CEO (1) | Compensation Actually Paid to CEO (2) ($) | Average SCT Total for Non-CEO NEOs (1) ($) | Average Compensation Actually Paid to Non-CEO NEOs (2) ($) | Value of $100 Initial Fixed Investment Based on Total Shareholder Return (“TSR”) ($) | Net Income ($) | | 2023 | 1,014,292 | 1,095,586 | 557,714 | 605,710 | 96 | 21,554 | | 2022 | 1,200,372 | 1,087,346 | 600,608 | 530,272 | 88 | 15,884 |
Pay Versus Performance
| 1. | The CEO for 2023 is Jeremiah Z. Smith. The CEO for 2022 was Louise A. Walker. Other named executive officers for 2023 include T. Joe Danelson, Executive Vice President/Chief Credit Officer and Kevin Spink, Executive Vice President, Chief Financial Officer. Other named executive officers for 2022 included Jeremiah Z. Smith, former Senior Executive Vice President, Chief Operating Officer and T. Joe Danelson, Executive Vice President/Chief Credit Officer. |
Pay Versus Performance
| 2. | SEC rules require certain adjustments be made to the SCT totals to determine “compensation actually paid” as reported in the Pay versus Performance table. The following table details these adjustments more specifically: |
Pay Versus Performance
| Year | Executive | SCT Total ($) | Subtract Amount Reported in “Stock Awards” Column of SCT ($) | Add Value of Outstanding and Unvested Equity Awards that were Granted in Current Year ($) | Add (Subtract) Change In Value of Equity Awards Outstanding and Unvested at the end of the Current Year that were Granted in a Prior year ($) | Add (Subtract) Change in Value of Equity Awards Vested in the Current Year that were Granted in a Prior Year ($) | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions ($) | Compensation Actually Paid ($) | | 2023 | CEO | $1,014,292 | $(135,928) | $142,310 | $64,049 | $10,863 | $- | $1,095,586 | | Non-CEO NEOs | | 557,714 | (80,374) | 84,147 | 36,898 | 7,326 | - | 605,710 | | 2022 | CEO | $1,200,372 | $(397,282) | $353,298 | $(77,482) | $8,440 | $- | $1,087,346 | | Non-CEO NEOs | | 600,608 | (103,878) | 72,135 | (46,928) | 8,335 | - | 530,272 |