8-K
FIRST NORTHERN COMMUNITY BANCORP (FNRN)
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 (Date of Earliest Event Reported): May 20, 2022
FIRST NORTHERN COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)
000-30707
(Commission File Number)
| California | 68-0450397 |
|---|---|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
195 N FIRST STREET
DIXON, California 95620
(Address of principal executive offices, including zip code)
(707) 678-3041
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
| ☐ | 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:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|
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 DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) and (c) Retirement and Appointment of Principal Executive Officer
On May 20, 2022, the Company announced that Louise A. Walker will retire as the President and Chief Executive Officer of First Northern Community Bancorp (the “Company”) and its subsidiary, First Northern Bank (the “Bank”), effective December 31, 2022, and that Jeremiah Z. Smith, currently the Company’s Senior Executive Vice President and Chief Operating Officer, will be her successor. Mr. Smith will be promoted to President and Chief Executive Officer of the Company and the Bank effective January 1, 2023. Mr. Smith, [46], joined the Company in May 2003 as Executive Vice President and Chief Financial Officer, serving in that position until October 2014, when he became Senior Executive Vice President and Chief Operating Officer of the Company and the Bank. Mr. Smith earned his Bachelor of Science degree in Finance from California State University, Sacramento. Mr. Smith received a graduate certificate from the Pacific Coast Banking School at the University of Washington. Mr. Smith does not have any family relationships with any of the Company’s other officers or directors, and Mr. Smith does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company expects to enter into an amended employment agreement with Mr. Smith prior to the end of the year and will file an amendment to this Current Report on Form 8-K disclosing additional information regarding the amended terms of Mr. Smith’s employment when they have been determined.
(d) Appointment of Director
The Company also announced on May 20, 2022, that, effective upon Mr. Smith’s promotion to President and Chief Executive Officer, he will also be appointed to the Board of Directors of the Company and the Bank. Mr. Smith will not receive any additional compensation for his service on the Board of Directors of the Company or the Bank. Following her retirement, Ms. Walker will continue to serve as a member of the Board of Directors of the Company and the Bank and will receive standard director fees.
ITEM 7.01 REGULATION FD DISCLOSURE
A press release, dated May 20, 2022, is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
A letter to the shareholders and employees, dated May 20, 2022, is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated May 20, 2022
99.2 Letter to Shareholders and Employees, dated May 20, 2022
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.
| Date: May 20, 2022 | First Northern Community Bancorp<br><br> <br>(Registrant) |
|---|---|
| /s/ Jeremiah Z. Smith | |
| By: Jeremiah Z. Smith | |
| Senior Executive Vice President/ | |
| Chief Operating Officer |
EXHIBIT INDEX
| Exhibit | Document |
|---|---|
| 99.1 | Press Release, dated May 20, 2022 |
| 99.2 | Letter to Shareholders and Employees, dated May 20, 2022 |
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Louise A. Walker May 20, 2022
President & Chief Executive Officer
First Northern Community Bancorp
& First Northern Bank
P.O. Box 547
Dixon, California
(707) 678-3041
Walker Announces Retirement – Smith to Take the Reins
Dixon, California – Louise Walker, Chief Executive Officer of First Northern Bank and First Northern Community Bancorp, has formally announced her retirement, effective December 31, 2022. With unanimous support of the Board, Ms. Walker announced today that Jeremiah Smith, currently Senior Executive Vice President and Chief Operating Officer, will be promoted to President and Chief Executive Officer of the Company and the Bank effective January 1, 2023, as her successor. Ms. Walker will remain on the boards of the Company and the Bank; upon succeeding to the position of President and Chief Executive Officer, Mr. Smith will join both Boards as a director.
“It has been an absolute privilege and honor to serve First Northern Bank’s customers, employees, and community members for over 43 years. After 12 years as CEO, navigating some of the most challenging times during my career, it seems about as right as it can be to make this transition. I am proud to have had the opportunity to uphold First Northern Bank’s purpose of building long-lasting relationships by addressing specific financial needs on a personalized basis, providing opportunities for our employees, and being committed and passionate about making a difference in our communities.”
“After Jeremiah’s 19 years of service to the Bank, I am confident that he will continue to lead First Northern as a purpose-driven organization, and the Bank will continue to adapt and grow through his strong and thoughtful leadership. Jeremiah has demonstrated over the years that his leadership abilities during crisis and steady state are exceptional. Community banking is a people business, and he cares deeply about our employees. He is an incredible community banker who is committed to our customers and understands how important the Bank’s role is to the communities it serves.”
Mr. Smith commented, “I am honored and humbled by this opportunity. Louise has done an outstanding job of leading First Northern over the past 12 years. I am fortunate to have Louise as a mentor, and I look forward to carrying on the great work she has done for our shareholders and the communities we serve.”
Mr. Smith earned his Bachelor of Science degree in Finance from California State University, Sacramento. Mr. Smith received a graduate certificate from the Pacific Coast Banking School at the University of Washington. Mr. Smith currently serves as a Board member on the Greater Sacramento Economic Council, Western Bankers, West Sacramento Chamber of Commerce, and West Sacramento Rotary, and serves on various policy committees for American Bankers Association and California Bankers Association. He is also a senior fellow of the American Leadership Forum.
Chairman of the Board Richard Martinez added, “On behalf of the Board, we want to thank Louise for her numerous contributions to the Bank and for its success. During Louise’s tenure as CEO, First Northern Bank has grown in scope and strength. Louise’s passion for the Bank’s mission and commitment to service is to be celebrated. She has been deeply committed to leading First Northern Bank to be one of the premier community banks in our region. The Board also looks forward to working with a transformational and charismatic leader like Jeremiah. The Bank could not be in better hands for the next chapter.”
Louise currently serves as Treasurer of the American Bankers Association, past Chair of California Bankers Association and board member of Western Bankers, Director of the Pacific Coast Bankers Bank and numerous local boards, including Valley Vision, Yolo Food Bank, Solano Economic Development Corporation, Lambda Alpha International of Sacramento, Rotary and Soroptimist International of Dixon.
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, 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. Non-FDIC insured Investment and Brokerage Services are available at every branch location, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, and Rancho Cordova. The Bank also has a commercial lending office in Walnut Creek. Real estate mortgage and small-business loan officers are available by appointment in any of the Bank’s 11 branches. First Northern is rated as a Veribanc “Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended December 31, 2021 (www.veribanc.com) and (www.bauerfinancial.com). The Bank can be found on the Web at thatsmybank.com, on Facebook and on LinkedIn.
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 about its future results, growth and positioning, and its senior management transition and the timing and expected impacts thereof, 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. Given the many challenges and uncertainties resulting from the coronavirus pandemic, such as the extent and duration of the impact on public health, the U.S. and California economies, financial markets and consumer and corporate customers and clients, including economic activity, employment levels and market liquidity, and on our business, results of operation and financial condition, as well as the various actions taken in response to the challenges and uncertainties by governments, regulatory agencies and others, our forward-looking statements are subject to the risk that conditions will be substantially different than we are currently expecting. 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 financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q, and any reports on Form 8-K. 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.
EXHIBIT 99.2
May 20, 2022
Dear Valued Shareholders and Employees,
I am writing to you today to inform you that I plan to retire as President and CEO of First Northern Bank and First Northern Community Bancorp, effective December 31, 2022. While I am retiring at the end of the year, I will remain on the Boards of Directors of the Bank and Bancorp, and I plan to stay active in the banking industry. This has been a difficult decision for me, but I believe it’s time to shift my energies to spending more time with family.
I have had an amazing 43-year career at First Northern Bank, and there is so much to say. Most of all, I want to express my gratitude; gratitude for having grown up in an organization that believed in me and gave me so much opportunity to achieve milestones I never thought possible. First Northern Bank will always hold a very special place in my heart starting with the remarkable group of employees, past and present, with whom I have been so fortunate to work every day. There is never a perfect time for a transition, but this seems about as right as it can be. I have cherished every moment as CEO.
The Bank and I have grown up together. When I began my career, First Northern Bank had less than $35 million in assets and three branches (Dixon, Winters, and Davis), and today we are approaching $2 billion in assets with 11 branches in four counties. There have been many pivotal moments in the banking industry during my career: the introduction of technology, a heightening regulatory environment, several volatile economic cycles including the housing collapse during the Great Recession, and the current situation we’re in with the worldwide pandemic. Having gone through all of that, I have to say that witnessing the success our employees had in helping our customers and small businesses during their time of need with the Paycheck Protection Program tops the list. It was so rewarding to see the commitment our employees had for doing everything they could to keep our local businesses from failing during the unprecedented health crisis. It reinforced the importance of what community banks do best, and how building long-lasting relationships with customers is what truly matters.
When asked if there is something I am most proud of when looking back over my career, I’d have to say there are a couple of things. It starts with staying true to always doing the right thing, no matter the cost; and then it’s reflecting on the many accomplishments achieved by the outstanding employees, extraordinary management team, and Board of Directors with whom I’ve been so blessed to work with along the way. My career has been the most amazing journey of my life. I love this Bank and the people associated with it.
I would also like to make another important announcement. The Board of Directors has chosen Jeremiah Smith, First Northern’s Senior Executive Vice President and Chief Operating Officer, to be my successor as President and CEO. He will also become a member of the Boards of Directors. Jeremiah and I have worked together as a team since he began his career at First Northern Bank 19 years ago. I am especially proud of the leader that Jeremiah has become. I am confident and excited about turning my position over to such an exceptional and energetic leader. Jeremiah has been an integral part of the Bank’s growth and success, as well as developing the Bank’s culture into what it is today.
Jeremiah’s roles and responsibilities over the past 19 years have increasingly expanded from the front line in the branch to Controller, Chief Financial Officer, member of the Management Loan Committee, and Chief Operating Officer, which includes management oversight of the following Bank departments: Mortgage, Investment Services, Human Resources, Operations, Accounting & Finance, Risk Management, and Compliance. Jeremiah is more than ready and capable of transitioning into this role. He has the passion, aptitude, character, intellectual capacity, fortitude, commitment, and determination to drive First Northern Bank to continued growth and success. The Bank will be in good hands because he loves First Northern as much as I do.
Thank you again for allowing me the privilege to lead this incredible organization. I can truly say, it has been and always will be, “First Northern, That’s My Bank!” for me.
It goes without saying, please feel free to contact Jeremiah or me on our direct lines at 707.678.7878 or 707.678.7853, respectively. We always welcome the opportunity to talk with the members of our First Northern Bank family.
Very Truly Yours,
Louise A. Walker
President & CEO