Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses FNRN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FNRN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jeremiah Smith | $500,175 | $0 | $139,300 | $0 | $115,823 | $0 | $176,590 | $931,888 |
| President, Chief Executive Officer and Director of the Bank and Company | ||||||||
| Kevin Spink | 313,835 | 50,000 | 59,700 | 0 | 54,505 | 0 | 52,620 | 530,660 |
| Executive Vice President, Chief Financial Officer of the Bank and Company | ||||||||
| Brett Hamilton | 295,495 | 0 | 59,700 | 0 | 51,320 | 0 | 83,529 | 490,044 |
| Executive Vice President, Chief Credit Officer of the Bank and Company | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Jeremiah Smith | $931,888 | $831,346 | — | +100,542 |
| Kevin Spink | 530,660 | 474,455 | — | +56,205 |
| Brett Hamilton | 490,044 | 406,861 | — | +83,183 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Kevin Spink | EVP/Chief Financial Officer | 2026-05-04 | D | 8,271 | $17 | $140,936 | Common | Form 4 ↗ |
| Mark C. Schulze | Director | 2026-05-08 | D | 3,000 | 18 | 53,342 | Common | Form 4 ↗ |
| Jeremiah Zachary Smith | Director | 2026-05-13 | D | 76 | 18 | 1,348 | Common | Form 4 ↗ |
| Mark C. Schulze | Director | 2026-05-14 | D | 2,000 | 18 | 35,572 | Common | Form 4 ↗ |
| Jeremiah Zachary Smith | Director | 2026-05-15 | D | 6,783 | 18 | 120,003 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jeremiah Smith | OTHER | — | — | — | — | — | $139,300 |
| Brett Hamilton | OTHER | — | — | — | — | — | 59,700 |
| Kevin Spink | OTHER | — | — | — | — | — | 59,700 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jeremiah Smith | Option | 7,647 | 8.44 | — |
| Brett Hamilton | RSU | 11,542 | — | 146,866 |
| Jeremiah Smith | RSU | 62,171 | — | 791,072 |
| Kevin Spink | RSU | 34,654 | — | 440,933 |
| Kevin Spink | Option | 5,243 | 8.44 | — |
align their interests with those of our shareholders and motivate the named executive officers to focus on the strategic goals that will produce outstanding Company financial performance. An additional part of the Company s compensation philosophy is that a significant portion of a named executive officer s compensation should be at risk and tied to performance.
| CEO STI target (% of salary) | 40% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon's Human Capital Solutions practice (McLagan) |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-19 | 9,144,400 | 107,971 | 165,180 | 98.83% | Passed |
| 2023 | 2023-05-16 | 7,842,207 | 141,661 | 510,924 | 98.23% | Passed |
| 2020 | 2020-06-25 | 7,651,393 | 147,875 | 231,872 | 98.1% | Passed |
| 2017 | 2017-05-16 | 5,588,476 | 166,176 | 395,002 | 97.11% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-19 | 98.83%a |
| 2023 | 2023-05-16 | 98.23%b |
| 2020 | 2020-06-25 | 98.1%c |
a. Approved under the standard stated in the filing — “Abstentions and broker "non-votes" will have no effect on the outcome of the election of directors, and a broker "non-vote" does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority, including Proposal 2.”.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Sean P. QuinnIndependent · Board Chair · Audit · Compensation (Chair) · Loan · Nominating and Corporate Governance (Chair) · Profit Sharing | $40,800 | $0 | $0 | $0 | $0 | $40,800 |
| Louise A. WalkerNot independent · Asset/Liability · Asset Quality · Compliance · Information Services Steering · Loan · Profit Sharing | 38,000 | 0 | 0 | 0 | 0 | 38,000 |
| Barbara A. HayesIndependent · Asset/Liability · Compensation · Compliance · Loan (Chair) · Nominating and Corporate Governance | 34,900 | 0 | 0 | 0 | 0 | 34,900 |
| John M. CarbahalIndependent · Audit (Chair) · Asset Quality · Loan · Nominating and Corporate Governance | 34,500 | 0 | 0 | 0 | 0 | 34,500 |
| Gregory DuPrattIndependent · Asset/Liability · Compensation · Loan · Nominating and Corporate Governance | 33,000 | 0 | 0 | 0 | 0 | 33,000 |
| Richard M. MartinezIndependent · Compensation · Information Services Steering · Loan · Nominating and Corporate Governance | 31,500 | 0 | 0 | 0 | 0 | 31,500 |
| Mark C. SchulzeIndependent · Audit · Compliance · Information Services Steering | 29,000 | 0 | 0 | 0 | 0 | 29,000 |
| Patrick R. BradyIndependent · Asset/Liability · Audit · Compensation | 24,000 | 0 | 0 | 0 | 0 | 24,000 |
| Foy S. McNaughtonIndependent · Departed during FY | 17,708 | 0 | 0 | 0 | 0 | 17,708 |
| Richard BedoyaIndependent · Asset/Liability · Audit · Loan · Partial-year service · Newly elected | 16,250 | 0 | 0 | 0 | 0 | 16,250 |
| Jean-Luc ServatIndependent · Asset/Liability · Audit · Compliance · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Jeremiah Z. SmithEmployee director · Asset/Liability · Asset Quality · Compliance · Information Services Steering · Loan · Profit Sharing | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $5,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $1,500 |
| Committee chair fees (audit / comp / nom-gov) | 700 / 600 / 600 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $299,658 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $299,658 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | First Northern Community Bancorp | 2025 | Jeremiah Smith | $500,175 | $139,300 | $0 | $115,823 | $931,888 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jeremiah Smith | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Summary Compensation Table”. As printed: 931,888. Filing ↗machine: r1 · c18 · span 281754–281761 |
| 2 | Section 01, Kevin Spink | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Summary Compensation Table”. As printed: 530,660. Filing ↗machine: r5 · c18 · span 299875–299882 |
| 3 | Section 01, Brett Hamilton | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Summary Compensation Table”. As printed: 490,044. Filing ↗machine: r3 · c18 · span 290750–290757 |
| 4 | Section 03, Jeremiah Smith OTHER | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF BAKER TILLY US LLP AS THE INDEPENDE” · grants of plan-based awards table. Filing ↗machine: t58 · r1 · c9 · span 279865–279872 |
| 5 | Section 03, Brett Hamilton OTHER | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF BAKER TILLY US LLP AS THE INDEPENDE” · grants of plan-based awards table. Filing ↗machine: t58 · r3 · c9 · span 288864–288870 |
| 6 | Section 03, Kevin Spink OTHER | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF BAKER TILLY US LLP AS THE INDEPENDE” · grants of plan-based awards table. Filing ↗machine: t58 · r5 · c9 · span 297989–297995 |
| 7 | Section 07, pay ratio | 10-K | 2026-03-13 | 0001437749-26-008040 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, Sean P. Quinn | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 40,800. Filing ↗machine: t18 · r9 · c1 · span 157154–157160 |
| 9 | Section 08, Louise A. Walker | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 38,000. Filing ↗machine: t18 · r12 · c1 · span 158460–158466 |
| 10 | Section 08, Barbara A. Hayes | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 34,900. Filing ↗machine: t18 · r6 · c1 · span 155861–155867 |
| 11 | Section 08, John M. Carbahal | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 34,500. Filing ↗machine: t18 · r4 · c1 · span 155044–155050 |
| 12 | Section 08, Gregory DuPratt | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 33,000. Filing ↗machine: t18 · r5 · c1 · span 155452–155458 |
| 13 | Section 08, Richard M. Martinez | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 31,500. Filing ↗machine: t18 · r7 · c1 · span 156273–156279 |
| 14 | Section 08, Mark C. Schulze | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 29,000. Filing ↗machine: t18 · r10 · c1 · span 157562–157568 |
| 15 | Section 08, Patrick R. Brady | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 24,000. Filing ↗machine: t18 · r3 · c1 · span 154635–154641 |
| 16 | Section 08, Foy S. McNaughton | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 17,708. Filing ↗machine: t18 · r8 · c1 · span 156748–156754 |
| 17 | Section 08, Richard Bedoya | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 16,250. Filing ↗machine: t18 · r2 · c1 · span 154226–154232 |
| 18 | Section 08, Jean-Luc Servat | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t18 · r11 · c1 · span 158023–158025 |
| 19 | Section 08, Jeremiah Z. Smith | DEF 14A | 2026-04-09 | 0001437749-26-011866 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 20 | Section 02, Kevin Spink 2026-05-04 | Form 4 | 2026-05-06 | 0001114927-26-000044 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Mark C. Schulze 2026-05-08 | Form 4 | 2026-05-11 | 0001114927-26-000055 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Jeremiah Zachary Smith 2026-05-13 | Form 4 | 2026-05-14 | 0001114927-26-000062 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Mark C. Schulze 2026-05-14 | Form 4 | 2026-05-14 | 0001114927-26-000060 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Jeremiah Zachary Smith 2026-05-15 | Form 4 | 2026-05-18 | 0001114927-26-000068 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 06, 2026 vote | Form 8-K | 2026-05-26 | 0001114927-26-000070 | Item 5.07 · say-on-pay result. As reported: 98.83% (votes for as printed: 9,144,400). Filing ↗ |
| 26 | Section 06, 2023 vote | Form 8-K | 2023-05-22 | 0001114927-23-000013 | Item 5.07 · say-on-pay result. As reported: 98.23% (votes for as printed: 7,842,207). Filing ↗ |
| 27 | Section 06, 2020 vote | Form 8-K | 2020-06-29 | 0001114927-20-000019 | Item 5.07 · say-on-pay result. As reported: 98.1%. Filing ↗ |
| 28 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 29 | Section 09b board cost (computed) | Computed | — | computed | Cash 299,658 + equity 0 + all other 0 = 299,658, summed across the director compensation table rows.machine: formula: Σ = 299,658 |
| 30 | First Northern Community Bancorp (subject), Section 10b CEO total | DEF 14A | 2026-04-09 | 0001437749-26-011866 | CEO total compensation as printed in First Northern Community Bancorp's own proxy. As printed: 931,888. Filing ↗machine: r1 · c18 · span 281754–281761 |