Gregory DuPratt
About Gregory DuPratt
Gregory DuPratt is an independent director of First Northern Community Bancorp (FNRN), serving as a director of the Bank since 1996 and of the Company since 2000; he is age 71 per the 2025 proxy nominee table . He previously served as Vice President/Sales Manager of Ron DuPratt Ford until 2014 and holds an MBA with honors from the University of Southern California, with a background spanning operations, accounting, sales, and management . He currently serves on the Bank’s Asset/Liability, Compensation, Loan, and Nominating & Corporate Governance Committees, reflecting broad involvement in risk oversight, pay policy, credit approvals, and board composition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ron DuPratt Ford (Dixon, CA) | Vice President / Sales Manager | Until 2014 | Ran operations across repair, accounting, sales and management; brings marketing and governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dixon Rotary Club | Member; Past President | Not disclosed | Community leadership role |
| Chamber of Commerce (Dixon) | Board Member | Not disclosed | Community/business engagement |
| Silveyville Cemetery District | Board Member | Not disclosed | Public service oversight |
| Various Ad Hoc Committees | Member | Not disclosed | Community advisory roles |
Board Governance
| Committee | DuPratt Member? | Chair | 2024 Meetings | Scope |
|---|---|---|---|---|
| Asset/Liability (ALCO) | Yes | Kevin Spink (CFO) | 4 | Oversees asset/liability management and interest rate risk |
| Compensation | Yes | Sean P. Quinn | 6 | Reviews executive pay, administers stock plans, risk oversight of incentives |
| Loan | Yes | Foy S. McNaughton | 17 | Approves loans and loan policy |
| Nominating & Corporate Governance | Yes | Sean P. Quinn | 2 | Director nominations; governance practices incl. E&S topics |
- Independence: Board determined all directors except CEO Jeremiah Z. Smith and Louise A. Walker are independent under Nasdaq rules; DuPratt is independent .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024, except Patrick Brady (61% due to health); DuPratt met the ≥75% threshold .
- Board leadership: Chairman is an independent director (Sean P. Quinn), enhancing independent oversight while CEO focuses on operations .
- Mandatory retirement age: 75, unless extended by the Board at the first meeting after the director’s 75th birthday; all nominees are incumbents .
Fixed Compensation
| Year | Cash Fees Earned | Notes |
|---|---|---|
| 2024 | $32,600 | As disclosed in Director Compensation table |
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-Chair directors) | $5,500 | Chair retainer $6,500 |
| Regular joint Board meeting fee | $1,500 per meeting | Chair receives $1,900 |
| Special Board meeting fee | $400 per meeting | Applies to special sessions |
| Committee meeting fee | $500 per meeting | Committee Chair $600; Audit Chair $700 |
| Director Retirement Agreements (legacy) | $10,000–$15,000 annually for 10 years (eligibility-based) | Applies to non-employee directors who joined before Feb 2011; no positive accruals in 2024 |
Additional features:
- Split-dollar life insurance for directors with retirement agreements: beneficiary receives $120,000 (death <72), $60,000 (age 72–75), or $30,000 (≥75); Company recovers remaining benefits and uses policies to informally fund obligations .
- Elective Deferred Director Fee Plan: no director elected to defer fees in 2024 .
Performance Compensation
| Item | 2024 Status | Detail |
|---|---|---|
| Equity compensation (RSUs/Options/Stock Units) to DuPratt | None disclosed | 2024 Director Compensation table shows only cash fees; no equity grants disclosed for directors |
| Director fees payable in securities (policy capability) | Enabled by proposed 2026 Stock Incentive Plan | Outside directors may elect to receive retainers/fees in NSOs, SARs, Restricted Shares or Stock Units once implemented; terms set by Committee |
| Performance metrics tied to director pay | None disclosed | Compensation Committee reviews board compensation for fairness/competitiveness; no performance metrics noted for directors |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
No other public-company directorships or interlocks were disclosed for DuPratt in the latest proxy .
Expertise & Qualifications
- MBA with honors (USC); broad dealership operational experience spanning repair, accounting, sales, and management .
- Governance and marketing oversight skills from management career and community board service .
- Active participation on ALCO, Compensation, Loan, and Nominating & Corporate Governance Committees evidences engagement across financial, pay, credit, and governance domains .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | Percent of Class | Notes |
|---|---|---|---|---|
| Gregory DuPratt | 127,203 | — | <1% | Includes 18,880 shares held separately by spouse |
| All directors & officers (12 ppl) | 1,537,169 | 334,047 | 11.77% | Group total |
- Beneficial ownership figures are as of February 28, 2025, adjusted for the 5% stock dividend paid March 25, 2025 .
Governance Assessment
- Strengths: Independent status and ≥75% attendance reinforce board effectiveness; multi-committee service (ALCO, Compensation, Loan, Nominating & Corporate Governance) aligns skills with FNRN’s risk, credit, and governance needs .
- Alignment: Material share ownership (127,203 shares; <1% of class) supports skin-in-the-game, though no director equity grants were disclosed for 2024 .
- Compensation structure: Cash-heavy director pay with transparent meeting/retainer fees; legacy Director Retirement Agreements persist for pre-2011 directors (including DuPratt), but no positive accruals occurred in 2024, reducing current expense concerns .
- Process quality: Compensation decisions occur in executive session; committee membership is independent per Nasdaq rules; chairman is independent, enhancing oversight .
- Potential conflicts and mitigation: Insiders (including directors) may have banking relationships; loans must be on market terms with board approval and comparable non-insider loans; interested directors must abstain, consistent with California corporate law—a mitigating framework for any related-party exposure (e.g., if family business banking relationships exist) .
RED FLAGS to monitor:
- Legacy Director Retirement Agreements and split-dollar life insurance are shareholder-sensitive benefits; continued disclosure and cost neutrality (no accruals) help, but benefits remain in place for eligible directors .
- Loan Committee membership increases conflict risk if any insider loans arise; abstention and insider lending policy procedures should be strictly enforced .
- No explicit director stock ownership guidelines disclosed; absence can dilute alignment signals versus peers that mandate director ownership multiples .
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