Brett Hamilton
About Brett Hamilton
Brett Hamilton (age 47) serves as Executive Vice President and Chief Credit Officer (CCO) of First Northern Community Bancorp (First Northern Bank) since April 1, 2024; he previously was SVP and Senior Credit Administrator at Tri-Counties Bank and spent 16+ years in credit/risk roles at Rabobank; he attended California State University, Fresno . During 2024, the company reported net income of $20.0 million, ROAE of 11.95% and ROAA of 1.06% as management executed on margin discipline, efficiency, and balance sheet positioning; book value per share rose 12.9% YoY . Pay-versus-performance shows an initial $100 TSR value rising to $113 in 2024 (vs $96 in 2023 and $83 in 2022), while the bank’s efficiency ratio was 60.61% and average loans increased $40.3 million with low net charge-offs (9 bps) and ACL of 1.49% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri-Counties Bank | Senior Vice President, Senior Credit Administrator | — | Led teams of credit analysts, commercial underwriters, and regional credit administrators; oversaw portfolio quality and risk processes . |
| Rabobank | Various credit and risk team roles | 16+ years | Broad credit risk strategy and portfolio management experience; regulatory relations . |
External Roles
No public-company directorships or external board roles disclosed in the 2025 proxy NEO biographies .
Fixed Compensation
| Item | 2024 Amount ($) | Notes |
|---|---|---|
| Contract base salary (annual rate) | 287,000 | Per employment agreement effective April 1, 2024 . |
| Salary paid (partial year) | 215,220 | Paid for 2024 service . |
| Signing bonus | 75,000 | One-time sign-on at commencement of employment (Apr 1, 2024) . |
| Non-Equity Incentive Plan Compensation | 31,048 | Cash incentive paid March 2025 for 2024 performance . |
| Stock awards (grant-date fair value) | 40,007 | Time-based restricted stock granted in 2024 under 2016 plan . |
| Company profit-sharing contribution | 35,620 | Profit Sharing/401(k) contribution . |
| Non-Qualified Deferred Compensation (company contribution) | 9,966 | 2024 Executive Deferral Plan contribution . |
Performance Compensation
Annual Non-Equity Incentive Plan (NEIP): Opportunity and Payout
| Metric | Threshold | Target | Max | Actual 2024 Award (as % of Base) |
|---|---|---|---|---|
| Brett Hamilton NEIP | 0% | 30% | 45% | 14.4% |
2024 NEIP Scorecard Results
| Category | Performance Measure | Threshold | Target | Max | Actual Result | Payout % |
|---|---|---|---|---|---|---|
| Asset Quality | Total Classified Assets / Total Risk-Based Capital | 15.0% | 10.0% | 5.0% | 10.76% | 10.61% |
| Efficiency Ratio | Cumulative Efficiency Ratio | 62.3% | 58.6% | 57.0% | 60.61% | 5.71% |
| Return on Equity | ROAE (excl. unrealized AFS gains/losses) | 9.0% | 10.6% | 12.7% | 9.99% | 7.72% |
| Quality Loan Growth | Overall Loan Growth | 5.6% | 8.4% | 11.2% | -0.59% | 0% |
No discretion was exercised; payouts followed calculated results .
Executive Deferral Plan (Supplemental/Retention) – 2024 Company Contribution
| Performance Measure | Threshold | Target | Max | Actual Result |
|---|---|---|---|---|
| ROAE % (before unrealized gains/losses) | 9.0% | 10.6% | 12.7% | 9.99% |
| Non-Performing Assets / Total Loans | 1.0% | 0.8% | 0.5% | 1.06% |
| Executive | Threshold | Target | Max | Actual 2024 Award (as % of Salary) |
|---|---|---|---|---|
| Brett Hamilton | 0% | 10% | 15% | 4.63% |
Vesting for deferral/retention contributions occurs upon certain events (e.g., age 65, death, disability, involuntary termination without Cause, Good Reason, or termination within 24 months of a Change in Control) per plan; Hamilton’s separate Executive Retirement/Retention Participation Agreement provides full vesting at his 58th birthday (subject to conditions) with 100% vesting upon specified terminations, including within 24 months post-Change in Control .
Long-Term Equity Awards (Restricted Stock)
- 2024 grant: Restricted stock under the 2016 Stock Incentive Plan; all 2024 NEO grants cliff vest on the earlier of the fourth anniversary of grant or normal retirement (age 65+) . Proxy footnote lists grant dates in 2024 of February 14 and April 5 (Hamilton joined April 1; 8-K announced a $40,000 RS grant) .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (2/28/2025) | 10,993 shares; <1% of class . |
| Shares acquirable within 60 days | None disclosed for Hamilton . |
| Unvested restricted shares (12/31/2024) | 4,693 shares; $44,655 fair value (at adjusted $9.51) . |
| Stock options | None outstanding for Hamilton (exercisable or unexercisable) . |
| Pledging | No pledging footnote indicated for Hamilton in the beneficial ownership table . |
| Hedging/derivatives policy | Code prohibits speculative trading, short sales, and trading in puts/calls on Company securities . |
| Stock ownership guidelines | Not disclosed for executives in the proxy . |
Employment Terms
- Role and start date: EVP, Chief Credit Officer effective April 1, 2024 .
- Term and renewal: Initial one-year term; auto-renews for consecutive one-year terms unless 60 days’ notice; extended to December 31, 2025 .
- Base salary: $287,000 annualized, subject to annual review .
- Annual incentive: Eligible for NEIP; 2024 target 30% of base; actual 14.4% .
- Equity: 2024 restricted stock grant of ~$40,000; 4-year cliff vesting or retirement; no 2024 options .
- Executive Retirement/Retention Participation Agreement: Company contributions contingent on performance; Hamilton fully vests at age 58; 100% vesting upon certain terminations or within 24 months after a Change in Control .
- Severance outside Change in Control: Lump sum 100% of (base salary + average of last 3 annual bonuses) plus up to 36 months of continued health coverage, upon involuntary termination without cause or for good reason .
- Severance within 2 years post-Change in Control: Lump sum 200% of (base salary + average of last 3 bonuses), up to 36 months of health coverage, and outplacement assistance .
- Excise tax gross-up: None (no gross-up payment) .
Performance & Track Record (Role-Relevant)
- Credit quality and capital efficiency featured prominently in incentives; 2024 actuals included ROAE (excl. AOCI) of 9.99% vs 10.6% target and efficiency ratio of 60.61% vs 58.6% target, with overall loan growth at -0.59% (0% payout on that component) .
- Company-level operating context: net income $20.0 million; non-interest expense down 1.9% YoY; average loans +$40.3 million with yields higher; low net charge-offs at 9 bps; ACL 1.49% .
- Pay vs Performance TSR index improved to $113 in 2024 from $96 in 2023 and $83 in 2022, indicating recent shareholder value recovery during Hamilton’s first year as CCO .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Consultant: Aon’s Human Capital Solutions (McLagan) engaged; determined independent with no conflicts .
- Benchmarking approach: Uses peer data at 25th/50th/75th percentiles as references for similarly sized regional banks; not pegged to a specific percentile; committee exercises judgment .
- Say‑on‑Pay: 2023 approval 92.32% (7,842,207 for; 141,661 against; 510,924 abstain), indicating strong shareholder support .
Risk Indicators & Red Flags
- Change-in-control economics: 2x salary+bonus average, 36 months health, outplacement; accelerated vesting of retirement/retention awards upon qualifying terminations including within 24 months post-CoC .
- Hedging/derivatives: Prohibited (puts/calls, short sales) under Code of Conduct .
- Pledging: No pledging footnote for Hamilton in ownership table (not indicated) .
- Tax gross-ups: None in Hamilton’s agreement .
Investment Implications
- Alignment and retention: Mix of at-risk pay (NEIP and performance-contingent Executive Deferral Plan) plus time-based RS with 4-year cliff vesting supports retention; full vesting of retirement/retention at age 58 and meaningful CoC severance reduce departure risk but increase potential sale-related payouts .
- Performance linkage: 2024 NEIP payout at 14.4% vs 30% target reflects partial achievement, with asset quality and ROE near targets but loan growth below threshold; this ties CCO incentives to credit quality and profitability metrics .
- Ownership and selling pressure: Hamilton’s beneficial ownership is modest (10,993 shares, <1%), with 4,693 unvested restricted shares that cliff vest after four years; vesting events (beginning with the April 2024 grant’s fourth anniversary) could create episodic selling pressure, subject to policies and personal diversification needs .
- Governance signal: Strong 2023 say‑on‑pay support and independent consultant oversight suggest low governance friction around pay; absence of tax gross‑ups and prohibition on derivative hedging are shareholder‑friendly .
References: .