Business Context and Reporting Period
Company: First Northern Community Bancorp (California)
Filing Type: Form 8-K (Current Report)
Date of Report: March 4, 2024
Subject: Entry into a Material Definitive Agreement regarding the employment of the Executive Vice President/Chief Financial Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes and Agreement Details
On March 4, 2024, First Northern Bank (a wholly owned subsidiary) and Kevin Spink, Executive Vice President/Chief Financial Officer, executed an Employment Agreement dated February 27, 2024.
- Term: One-year initial term with automatic renewal for consecutive one-year terms unless notice of non-renewal is given.
- Base Salary: $301,764 annually, subject to annual adjustment by the Board of Directors based on performance.
- Change of Control Provisions:
- If terminated for Good Reason or Involuntarily within two years of a Change of Control: 200% of the sum of the annual base salary and the average of the annual bonuses for the three most recent consecutive years.
- If terminated for Good Reason or Involuntarily outside the Change of Control window: 100% of the sum of the annual base salary and the average of the annual bonuses for the three most recent consecutive years.
- Exclusions: No "Gross-up Payment" for excess parachute payments is provided.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on market conditions, or specific risk factors beyond the standard definitions of termination events within the employment contract.
Investor Verification Checklist
- Verify the historical bonus amounts for Mr. Spink over the last three years to calculate potential severance liabilities.
- Review the Board's historical practice regarding annual salary adjustments for the CFO role.
- Confirm the specific definitions of "Change of Control," "Good Reason," and "Involuntary Termination" within the full text of the Employment Agreement.
- Check for any other pending executive compensation agreements that may impact total executive compensation expenses.