John Carbahal
About John M. Carbahal
John M. Carbahal (age 70) is an independent director of First Northern Community Bancorp (FNRN), serving on the Bank’s board since 1996 and the Company’s board since 2000. He is a Certified Public Accountant and principal/shareholder of Carbahal & Company, Inc. since 1984, with an undergraduate degree in Business Administration – Accounting from California State University, Chico, and an MBA from Golden Gate University . He is recognized by the Board as an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carbahal & Company, Inc. | Principal & Shareholder | Since 1984 | Financial management, governance, risk, auditing expertise |
| Yolo County Land Trust | Board Member (past) | Not disclosed | Community stewardship |
| Winters Rotary Club | Member; Past President | Not disclosed | Community leadership |
| Yolo County Chamber of Commerce | Past President | Not disclosed | Community leadership |
External Roles
- Member, American Institute of Certified Public Accountants .
- Member, California Society of Certified Public Accountants .
- Community involvement: Winters Rotary Club .
Board Governance
| Governance Item | Details |
|---|---|
| Independence | Independent under Nasdaq standards; Board determined all directors except CEO Jeremiah Smith and Louise Walker are independent . |
| Committee Assignments | Audit (Chair); Asset/Liability; Loan; Nominating & Corporate Governance . |
| Audit Committee Expertise | Designated audit committee financial expert (SEC rules) . |
| Committee Activity (2024) | Audit: 5 meetings; Asset/Liability: 4; Loan: 17; Nominating & Corporate Governance: 2 . |
| Board Meetings (2024) | Bank Board: 10 regular; plus 5 joint meetings with Company Board . |
| Attendance | Each director met or exceeded 75% attendance in 2024 except Mr. Brady (61% due to health); implies Carbahal ≥75% . |
| Board Leadership | Independent Chairman (Sean P. Quinn); Board favors independent chair structure . |
| Tenure | Director of Bank since 1996; Company since 2000 . |
| Mandatory Retirement | Age 75 unless extended; applies to all directors . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Director Retainer (non-officer directors) | $5,500; Chairman $6,500 . |
| Regular/Joint Board Meeting Fee | $1,500 per meeting; Chairman $1,900 . |
| Special Board Meeting Fee | $400 per meeting . |
| Committee Meeting Fee | $500 per meeting; Committee Chair $600; Audit Committee Chair $700 . |
| 2024 Fees Earned (Cash) | John M. Carbahal: $34,100 . |
| Deferred Director Fee Plan | Nonqualified elective plan exists; no directors deferred fees in 2024 . |
| Director Retirement Agreements (program terms) | For non-employee directors who joined before Feb 2011: 10-year benefit of $10,000–$15,000 annually at normal retirement age; early termination/CoC provisions; no positive accruals recorded in 2024 . |
| Split Dollar Life Insurance (program terms) | Director’s beneficiaries receive $120,000 (death before age 72), $60,000 (age 72–75), $30,000 (after 75); remaining death benefits to Company . |
Note: Proxy does not specify if Mr. Carbahal individually participates in the Director Retirement or Split Dollar programs, though his tenure predates 2011; the document lists program terms and notes three active directors were eligible as of Jan 1, 2024 without naming them .
Performance Compensation
- The proxy discloses performance metrics and incentive outcomes for Named Executive Officers, not directors; there are no director performance-based cash bonuses disclosed .
- Outside directors may elect to receive retainers/meeting fees in securities (NSOs, SARs, Restricted Shares or Stock Units) under the 2026 Stock Incentive Plan administration framework; terms and conversion mechanics are described, but no director-specific election is disclosed for 2024 .
Other Directorships & Interlocks
- No current public company directorships for Mr. Carbahal are disclosed in the proxy .
- No disclosed interlocks with competitors/suppliers/customers beyond ordinary course insider lending described below .
Expertise & Qualifications
- CPA; principal/shareholder of an accountancy firm with deep experience in financial management, governance, risk management, and auditing .
- Degrees: BS in Business Administration – Accounting (Cal State Chico); MBA (Golden Gate University) .
- Audit Committee financial expert designation enhances oversight of financial reporting and controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John M. Carbahal | 98,972 | <1% | Breakdown below |
| Breakdown – Joint with Spouse | 24,486 | — | Joint ownership |
| Breakdown – Carbahal & Company (Accountancy) | 48,536 | — | Entity shares; he is principal/partner |
| Breakdown – Spouse separate | 3,339 | — | Spouse-held |
| Breakdown – Trust | 8,866 | — | John M. Simmons Irrevocable Family Trust; co-trustee with voting power |
The beneficial ownership table is as of February 28, 2025, adjusted for the 5% stock dividend paid March 25, 2025 .
Related Party Exposure and Policies
- Insider Lending: Directors/executives and related entities had ordinary-course loans on substantially the same terms as non-insiders; loans require comparable non-insider exemplars, Board approvals, and adhere to limits; Company has no separate related-party transactions policy other than loans but applies disclosure/approval standards under its code of ethics and California law .
- Auditor Independence: Moss Adams LLP appointed as independent registered public accounting firm for FY2025; Audit Committee oversees independence and PCAOB communications .
- No specific related-party transactions involving Mr. Carbahal are disclosed; beneficial ownership includes shares via his firm and a trust, which are fully disclosed in footnotes .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep accounting expertise; designated audit committee financial expert and Audit Committee Chair, supporting robust oversight of financial reporting and internal controls .
- Active committee engagement (Audit, Asset/Liability, Loan, Nominating & Corporate Governance) with meaningful 2024 meeting cadence, signaling high involvement in risk, credit, balance sheet, and governance oversight .
- Attendance threshold met in 2024; Board structure features an independent Chair, enhancing independent oversight .
- Transparent beneficial ownership disclosures with detailed breakdown of interests through spouse, firm, and trust .
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Potential Watch Items:
- Ownership via his accountancy firm and trust increases complexity of beneficial interests; investors should monitor any services provided by related entities (none disclosed) for independence considerations, especially given his Audit Chair role .
- Director Retirement/Split Dollar programs can be viewed as legacy benefits; while no accruals in 2024, they add non-performance pay elements for eligible long-tenured directors .
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Overall:
- Mr. Carbahal’s profile aligns well with board effectiveness in a community bank: independent status, audit expertise, and committee workload coverage in risk-sensitive areas. Cash-heavy director pay structure with transparent meeting/retainer fees supports alignment without complex incentive risk; optional equity elections exist but are not disclosed for him in 2024 .
- No red flags disclosed regarding attendance, related-party transactions, or auditor independence; continue monitoring insider lending and any future elections to receive fees in securities for alignment and dilution considerations .