Barbara Hayes
About Barbara A. Hayes
Barbara A. Hayes (age 61) has served as a director of First Northern Community Bancorp and First Northern Bank since 2016 . She is Chief Economic Development Officer at Rural County Representatives of California (RCRC) and previously served 14 years as President & CEO and six years as Deputy Director of the Sacramento Area Commerce and Trade Organization (SACTO) . She holds a B.A. in International Relations and Economics from the University of California, Davis, completed coursework in accounting and business law at Sacramento State University, and holds a Public Service Ethics Certificate . The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sacramento Area Commerce & Trade Organization (SACTO) | President & CEO | 14 years | Led regional business recruitment; experience in strategic visioning, planning, marketing, corporate communications |
| Sacramento Area Commerce & Trade Organization (SACTO) | Deputy Director | 6 years | Economic development leadership |
| California Trade and Commerce Agency | Various positions | Not disclosed | Public policy and legislative relations experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Rural County Representatives of California (RCRC) | Chief Economic Development Officer | Current | Champions policies and development for 40 member counties |
| California Statewide Certified Development Corporation | Corporate Director | Current | External corporate directorship (non-public company) |
| Other public company directorships | None | N/A | Proxy states none of the directors serve on other registered public companies or investment companies |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under Nasdaq listing rules; only Mr. Smith and Ms. Walker are not independent |
| Board meeting attendance (2024) | Each Director attended at least 75% of board/committee meetings, except Mr. Brady (61%) |
| Chair roles | Hayes is not listed as chair on standing committees |
| Committee memberships (Bank, performing Company functions) | Asset/Liability (ALCO), Compensation, Compliance, Loan |
| 2024 committee meeting cadence | ALCO: 4; Compensation: 6; Compliance: 4; Loan: 17 |
| Governance structure | Independent Chairman (Sean P. Quinn); CEO and Chair roles separated for focus and oversight |
| Executive sessions | Compensation Committee final CEO comp deliberations and votes occur in executive session without CEO present |
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Fees earned or paid in cash (actual) | $33,600 | Hayes 2024 director cash compensation |
| Annual retainer | $5,500 (Chairman $6,500) | Standard retainer paid to non-employee directors |
| Regular board meeting fee | $1,500 per meeting (Chair $1,900) | Paid per jointly-held, regularly scheduled Board meeting |
| Special board meeting fee | $400 per meeting | Paid per special Board meeting |
| Committee meeting fee | $500 per meeting; $600 per chair; $700 Audit Chair | Paid per committee meeting; higher rates for chairs/Audit Chair |
| Director retirement agreements | Not eligible | Benefits apply only to non-employee directors who joined before Feb 2011; Hayes joined in 2016 |
| Director Deferred Fee Plan | None elected (2024) | Nonqualified voluntary plan; no 2024 deferrals by directors |
Performance Compensation
| Metric/Vehicle | 2024 Disclosure | Details |
|---|---|---|
| Equity grants (RSUs/Options/Stock Units) to directors | None reported for Hayes | 2024 director compensation table shows only cash fees for directors |
| Ability to receive fees in equity | Permitted | Outside Directors may elect to receive retainers/meeting fees in NSOs, SARs, Restricted Shares or Stock Units under the Stock Incentive Plan, subject to Committee determination |
| Director equity plan limits | 3,000 shares per director per calendar year; 100,000 aggregate director shares | 2026 Stock Incentive Plan outside director caps; full vesting on change in control |
No performance metrics (TSR, revenue, ESG) are tied to non-employee director pay; compensation is fixed fee-based per retainer/meeting with optional equity elections .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None; directors do not serve on other registered public companies/investment companies |
| Potential interlocks with competitors/suppliers/customers | None disclosed specific to Hayes; bylaws restrict directors with certain banking affiliations and >1% ownership of other financial institutions unless special Board approval |
Expertise & Qualifications
- Economic development, strategic planning, public policy, legislative relations, marketing, corporate communications .
- UC Davis B.A. in International Relations & Economics; ethics certification; accounting/business law coursework .
- Multi-committee governance experience (ALCO, Compensation, Compliance, Loan) at a regulated bank .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable in 60 Days | % of Class | Ownership Vehicle | Pledged/Hedged |
|---|---|---|---|---|---|
| Barbara A. Hayes | 12,968 | — | <1% | Vandenbrink Revocable Living Trust (co-trustee; shared voting/investment power) | No pledging disclosed; Company Code prohibits speculative trading and options trading |
Shareholder Support Signal (2025 Annual Meeting)
| Director | Votes For | Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Barbara A. Hayes | 8,481,050 | 1,354,981 | 1,934,885 |
Conflicts & Related-Party Exposure
- Insider lending: Directors and immediate families may have ordinary-course banking transactions including loans; loans must be on substantially the same terms as non-insiders, require Board approval, and are subject to limits; 2024–2023 loans presented normal risk/no unfavorable features .
- Related party transactions (non-loans): No specific policy; conflicts must be disclosed and approved by disinterested directors under California law, with procedures to ensure transactions are just and reasonable .
- Bylaw eligibility restrictions: Limits on directors who are officers/employees/agents of other banking entities or who own >1% of other banking companies; residency and confidentiality constraints help mitigate interlock/conflict risks .
Governance Assessment
- Independence and engagement: Hayes is independent under Nasdaq, serves on four key Bank committees (ALCO, Compensation, Compliance, Loan), and met at least the 75% attendance threshold in 2024, supporting effective oversight in risk, pay, compliance, and credit approval .
- Pay structure alignment: Director compensation is modest, fee-based, and tied to governance workload; 2024 total cash fees for Hayes were $33,600; optional equity election exists but no equity was reported for her in 2024, limiting dilution and avoiding pay-for-performance distortions in non-executive oversight roles .
- Ownership alignment: Hayes beneficially owns 12,968 shares via a revocable trust (<1%); no pledging disclosed; the code of conduct prohibits speculative trading and derivatives, supporting alignment and trading discipline .
- External interlocks: No public-company board service; external roles at RCRC and California Statewide Certified Development Corporation provide economic development expertise without disclosed competitive interlocks in banking .
- Change-in-control mechanics: Outside director awards under the 2026 Stock Incentive Plan would fully vest upon change in control (if elected); director retirement benefits apply only to pre-2011 directors, not Hayes, limiting entrenchment risk .
Red Flags
- None disclosed specific to Hayes. Potential exposure exists through insider lending generally, but policy and approvals aim to ensure arm’s-length terms and normal risk .
- No director stock ownership guideline is disclosed in the proxy; lack of explicit guideline may be viewed as a weaker alignment mechanism by some investors, though actual ownership and trading restrictions partly mitigate this gap .