📋 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) filed with the SEC. Its purpose is to give shareholders important information ahead of the 2026 Annual Meeting and to allow them to vote on key proposals, even if they can't attend in person.
👉 Think of it as an "instruction manual" for shareholders to exercise their voting rights.

📅 Meeting Details & Key Dates

• Meeting: 2026 Annual Meeting of Shareholders
• Date & Time: Tuesday, May 19, 2026, at 5:30 p.m. local time
• Location: First Northern Bank’s Operations Center, 210 Stratford Avenue, Dixon, California
• Record Date: March 31, 2026 (Only shareholders on this date can vote)
• Outstanding Shares: 16,409,660 shares of common stock
• Voting: Each share gets one vote. Cumulative voting is allowed for director elections if proper notice is given.

🗳️ What Shareholders Are Voting On

Three main proposals are on the ballot:

1. Elect 11 Directors: Each to serve until the next annual meeting or until age 75.
2. Advisory Vote on Executive Compensation ("Say-on-Pay"): A non-binding vote to approve how the company pays its top executives.
3. Ratify Auditor Appointment: Approve Baker Tilly US LLP as the independent accounting firm for 2026.
   👉 The Board recommends voting "FOR" all three proposals.

👥 Meet the Director Nominees

The Board proposes re-electing all 11 current directors. Here are highlights:

• Jeremiah Z. Smith (50): President & CEO since 2023. Internal successor with deep banking experience.
• John M. Carbahal (71): CPA and audit expert. Chairman of the Bank’s Audit Committee.
• Louise A. Walker (65): Former CEO (2011–2022) with over 40 years at the company.
• Sean P. Quinn (69): Chairman of the Board. Former City Manager with economic development expertise.
• Jean-Luc Servat (69): New appointee (Feb 2026). M&A investment banking veteran.
• Mark C. Schulze (55): Tech entrepreneur (co-founded Clover) and significant shareholder (4.75% ownership).
  👉 The group brings diverse skills in banking, finance, agriculture, technology, and community leadership.

💰 How Directors & Executives Are Paid

Director Compensation (2025):

• Base retainer: $5,500 (Chairman: $6,500)
• Meeting fees: $1,500 per board meeting, $500–$700 per committee meeting
• Total 2025 fees ranged from $16,250 to $40,800 (excluding employee-directors).
• Two pre-2011 directors have deferred retirement benefits.

Executive Compensation ("Say-on-Pay"):

• The advisory vote asks shareholders to endorse the pay packages for named executive officers (NEOs).
• The Compensation Committee uses peer benchmarking and consultant advice (from Aon/McLagan) to set pay.
• In 2023, shareholders approved the pay plan with 92.32% support.

🏦 Audit & Financial Oversight

Auditor Ratification:

• Current auditor: Baker Tilly US LLP (merged with Moss Adams in June 2025).
• 2025 audit fees: $406,026 (up from $374,053 in 2024).
• Non-audit fees: $157,500 for tax credit consulting (tied to alternative energy projects).
• The Audit Committee (6 independent directors) oversees financial reporting and auditor independence.

Who Owns the Company?

• Top Shareholders:
  • Fourthstone LLC group: 9.48% (1.49 million shares)
  • M3 Funds group: 7.70% (1.21 million shares)
• Management & Directors: Own ~11.92% collectively, led by Mark Schulze (4.75%) and Jeremiah Smith (2.2%).

🏛️ Board Structure & Governance

• Committees: The Bank’s Board has key committees (Audit, Compensation, Loan, etc.) that also serve the Company.
• Independence: 9 of 11 nominees are independent under Nasdaq rules (excluding CEO Smith and former CEO Walker).
• Meetings: Boards held 10 regular and 5 joint meetings in 2025. Most directors attended ≥75% of meetings.
• Risk Oversight: The Board delegates to committees but retains overall oversight of strategic, financial, and operational risks.

🔮 What’s Next

• After the Vote: Results will be announced at the May 19 meeting.
• Future Proposals: Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.
• Company Direction: Continuity in leadership and governance is emphasized, with no major strategic shifts announced.

⚖️ Strengths & Risks

👍 Strengths:

• Stable, experienced board with local roots and diverse expertise.
• Strong shareholder support for compensation (92% approval in 2023).
• Clear governance structures and active committee oversight.

⚠️ Risks:

• Director Age: Several nominees are near the mandatory retirement age (75), suggesting future turnover.
• Concentration Risk: Top two shareholders own >17% combined, which could influence governance.
• Economic Sensitivity: As a community bank, performance is tied to local agricultural and business cycles.

🧠 The Analogy

Think of this proxy statement as a "corporate family meeting agenda." The Board (the parents) is asking the shareholders (the family) to:

1. Reappoint the household managers (directors),
2. Approve the parents’ paycheck structure (executive pay),
3. Hire the family accountant (auditor).
   The document provides the resume-like bios, pay stubs, and accountant invoices to help the family vote wisely.

🧩 Final Takeaway

This proxy outlines a routine but crucial annual check-in: shareholders are asked to endorse the current leadership, compensation plan, and auditor. The key takeaway is stability—the company is sticking with its experienced team and governance practices, backed by strong past shareholder support.