8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report   April 1, 2024

(Date of Earliest event reported)

FIRST NORTHERN COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

(707) 678-3041

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b)  As previously reported on October 30, 2023, Joe Danelson, retired as Executive Vice President/Chief Credit Officer of First Northern Community Bancorp (the “Company”) and its subsidiary, First Northern Bank of Dixon (the “Bank”), effective March 31, 2024.  Mr. Danelson will stay on with the Company through April 5, 2024, to assist with transition.

(e)  On April 3, 2024, the Company announced that Brett Hamilton has replaced Joe Danelson as Executive Vice President/Chief Credit Officer of the Company and the Bank, effective April 1, 2024.  Mr. Hamilton entered into an Employment Agreement with the Bank, which provides for an annual base salary of $287,000, which may be adjusted annually, as determined appropriate by the Board of Directors of the Bank and based upon Mr. Hamilton’s performance.  The Employment Agreement has a one-year term which renews automatically for consecutive one-year terms unless the executive officer or the Bank gives advance notice that the agreement will not be renewed.  Mr. Hamilton will also be eligible to participate in the Company’s Annual Incentive Plan.  If, within two years following a Change of Control (as such term is defined in the Employment Agreement), Mr. Hamilton’s employment is terminated under provisions of the agreement  governing termination for Good Reason or Involuntary Termination (as those terms are defined in the agreement) or as a result of the Bank’s election not to extend to the agreement, Mr. Hamilton shall receive 200% times the sum of his annual base salary as in effect on the date the term of employment ends and the average of the annual bonuses awarded to him by the Bank for the three most recent consecutive years prior to the date the term of employment ends, in addition to certain other benefits described in the agreement.  If Mr. Hamilton’s employment is terminated under the provisions governing  Involuntary Termination or termination for Good Reason,  Mr. Hamilton shall receive 100% of the sum of his annual base salary as in effect on the date the term of employment ends and the average of the annual bonuses awarded to him by the Bank for the three most recent consecutive years prior to the date the term of employment ends, in addition to certain other benefits described in the agreement.  There is no “Gross-up Payment” (excess parachute payment) provided in the agreement.

Mr. Hamilton will also be granted $40,000 worth of Restricted Stock.

Mr. Hamilton has also entered into an Executive Retirement/Retention Participation Agreement with the Bank, the intended purpose of which is to provide a supplementary Executive Retirement/Retention award (Award) to the executive, the size of which Award is based on the achievement of annual performance goals as determined in advance by the Company’s Compensation Committee.  Mr. Hamilton will become fully vested in his Awards as of his 58th birthday, provided he remains in continuous employment with the Company through this date. If his employment is terminated for "cause" or without "good reason" before his 58th birthday, he will forfeit any unvested Awards.  However, if he is terminated (i) without "cause," (ii) voluntarily for "good reason," (iii) for any reason within 24 months after a "change in control" (as each term is defined in the agreement), or (iv) due to his death or disability, 100% of his Awards will be vested.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibit

99.1 Chief Credit Officer Announcement Press Release, dated April 3, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

EXHIBIT 99.1

First Northern Bank Hires Seasoned Banker as Chief Credit Officer

For immediate release

Dixon, Calif., April 3, 2024 – First Northern Bank (OTCQX: FNRN), the region’s #1 local small business lender, proudly announces the appointment of Brett Hamilton as its new Executive Vice President and Chief Credit Officer. Retiring Chief Credit Officer, Joe Danelson, will serve as Executive Vice President until April 5, 2024, to ensure a smooth transition and continuity of operations.

With more than 25 years of experience in the banking industry, Hamilton brings a vast background and expertise in credit risk strategies, portfolio management, and regulatory relations. As the Chief Credit Officer, he will oversee the quality and diversity of the credit portfolio, and have responsibility for ensuring compliance with regulatory requirements, and optimizing risk management practices at the Bank.

“Brett’s leadership and financial acumen should be instrumental in guiding our credit culture and supporting our Strategic Plan and helping us achieve our annual performance metrics,” said Jeremiah Smith, President and CEO of First Northern Bank. “His extensive experience combined with the Bank’s already established sound lending practices should position Brett as a key driver of the Bank’s continued growth throughout the region and surrounding communities we proudly serve.”

  Hamilton most recently served as the Senior Vice President and Senior Credit Administrator at Tri-Counties Bank where he led a team of credit analysts, commercial underwriters, and regional credit administrators. Previously, he worked for more than
  16 years on a variety of credit and risk teams at Rabobank. He attended California State University, Fresno.

About First Northern Bank

First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer, Colusa, Glenn, and Contra Costa Counties, as well as the west slope of El Dorado County. Experts are available in small-business, commercial, real estate and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Real estate mortgage and small-business loan officers are available by appointment at any of the Bank’s 14 branches, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows, and Orland. The Bank also has a commercial lending office in Walnut Creek. Non-FDIC insured Investment and Brokerage Services are also available at every branch location. First Northern Bank is rated as a Veribanc “Green-3 Star” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended December 31, 2023 (www.veribanc.com) and (www.bauerfinancial.com). Additional information, please visit thatsmybank.com or call (707) 678-7742. Member FDIC. Equal Housing Lender.

Forward-Looking Statements

This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp and its subsidiaries (the “Company”). These forward-looking statements are based on management’s current expectations, including but not limited to statements about the Company’s expectations regarding its Strategic Plan, performance and growth , and are subject to certain risks, uncertainties and changes in circumstances.  Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s most recent reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.

Media Contact:

Mike Webber, SVP/Marketing & Communications Director

  \(916\) 570-1235

  mwebber@thatsmybank.com