Kevin Spink
About Kevin Spink
Kevin Spink is Executive Vice President and Chief Financial Officer (CFO) of First Northern Community Bancorp and First Northern Bank, serving in the role since February 2018; he was 46 years old at fiscal year-end 2024 and continues to serve as CFO . Company performance under current management included 2024 net income of $20.0 million, ROAE of 11.95%, and ROAA of 1.06% ; the compensation scorecard references an ROE (before unrealized AFS gains/losses) of 9.99% and an efficiency ratio of 60.61% for 2024 . Pay-versus-performance disclosure shows the value of a $100 initial investment at $96 for 2023 (company-disclosed TSR metric) . Spink’s employment terms include an automatically renewing one-year agreement and double-trigger change-in-control protection (200% multiple), indicating a retention-oriented package aligned to company-wide performance metrics rather than individual targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Northern Community Bancorp / First Northern Bank | EVP, Chief Financial Officer | Feb 2018 – present | Finance leadership during period of maintained profitability, capital, and efficiency focus (e.g., 2024 ROE 9.99% and efficiency ratio 60.61%) |
External Roles
No external directorships or outside roles were disclosed for Mr. Spink in the latest proxy filings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $286,440 | $301,764 |
| Target Bonus (% of base) | 30% | 30% |
| Non-Equity Incentive Plan Compensation ($) | $89,627 | $43,526 |
| Actual Bonus as % of Base | 31.29% | 14.4% |
| All Other Compensation ($) | $62,485 (profit sharing) | $42,339 (profit sharing) |
Notes:
- 2024 employment agreement renews annually and set base salary at $301,764 (subject to annual adjustment) .
Performance Compensation
Annual cash incentive design and outcomes
- Plan design: Four equally weighted (25% each) company metrics: Asset Quality (Total Classified Assets/Total Risk-Based Capital), Efficiency Ratio, Return on Equity (adjusted to exclude AOCI on AFS securities), and Overall Quality Loan Growth .
| Year | Metric | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| 2023 | Asset Quality (Classified Assets/TRBC) | 15.0% | 10.0% | 5.0% | 10.75% | 10.62% |
| 2023 | Efficiency Ratio (cumulative) | 62.3% | 59.3% | 57.5% | 58.41% | 18.68% |
| 2023 | ROE (ex-AOCI) | 9.5% | 10.5% | 11.6% | 11.94% | 25.0% |
| 2023 | Quality Loan Growth | 10.0% | 12.5% | 15.0% | 8.59% | 0% |
| 2024 | Asset Quality (Classified Assets/TRBC) | 15.0% | 10.0% | 5.0% | 10.76% | 10.61% |
| 2024 | Efficiency Ratio (cumulative) | 62.3% | 58.6% | 57.0% | 60.61% | 5.71% |
| 2024 | ROE (before unrealized AFS losses) | 9.0% | 10.6% | 12.7% | 9.99% | 7.72% |
| 2024 | Overall Loan Growth | 5.6% | 8.4% | 11.2% | -0.59% | 0% |
- Actual award as % of base salary: 31.29% (2023) and 14.4% (2024) .
- Stock awards (Grant-date fair value): $86,112 (2023) and $86,826 (2024) .
- LTI vehicles and vesting:
- Restricted stock awards (RSAs): Cliff vest at earlier of 4th anniversary or normal retirement (age 65+) .
- Stock options: 25% vesting annually over 4 years; no options granted to NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 47,755 shares (<1% of class) |
| Options exercisable within 60 days | 59,336 shares |
| Outstanding equity at FY-end 2024 | Unvested RSAs: 30,531 shares (market value $290,499); Options outstanding include 2,191 @ $9.26 exp 02/12/2028; 15,743 @ $8.10 exp 02/20/2029; 31,417 @ $8.77 exp 02/18/2030; 9,984 exercisable and 9,986 unexercisable @ $8.86 exp 03/29/2032 |
| Ownership guidelines | Not disclosed in proxy |
| Hedging policy | Code prohibits speculative trading incl. short sales and trading in puts/calls/options in Company securities |
| Pledging | No pledging by executives disclosed; plan text allows broker pledge mechanics for option exercise funding, not executive share pledging as a policy |
Vesting/selling pressure outlook:
- RSAs granted in 2020–2023 cliff vest on 4th anniversaries or at normal retirement, implying vesting events continuing through 2027 absent retirement (e.g., 2020 grants in Feb 2024; 2021 grants in Feb 2025; 2022 grants in Feb 2026; 2023 grants in Feb 2027) .
- Options from Mar 29, 2032 grant continue vesting tranches through 2026, with 9,986 options still unexercisable as of year-end 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement & Term | Employment agreement effective Feb 27, 2024; initial term through Dec 31, 2024; auto-renews for one-year terms unless 60-days’ notice given; extended to Dec 31, 2025 |
| Base Salary (contract) | $301,764, subject to annual adjustment |
| Severance (no CoC) | Lump sum equal to 100% of (base salary + 3-year average annual bonus); up to 36 months continued health coverage |
| Change in Control (double-trigger within 2 years) | 200% of (base salary + 3-year average bonus) lump sum; continued health coverage up to 36 months and outplacement assistance |
| SERP | Participant since Aug 1, 2017; credits 2% of average compensation per year of service up to 50%, reduced for Social Security and profit-sharing contributions; standard payments over 120–180 months; enhanced lump-sum if involuntary termination/Good Reason within 24 months post CoC (greater of age-65 formula vs. normal SERP amount) |
| Clawback / Tax gross-ups | Clawback terms not specifically disclosed for NEO pay; no tax gross-ups disclosed in latest proxy |
Performance & Track Record
- 2024 financial outcomes: Net income $20.0 million; fully diluted EPS $1.24; ROAE 11.95%; ROAA 1.06% .
- Operating drivers highlighted by management for 2024: improved yields on loans and securities, strong low-cost deposit mix (43.6% noninterest-bearing), low net charge-offs (9 bps), and noninterest expense reductions (down 1.9%) .
- Capital returns/efficiency actions in 2024: 5% stock dividend (paid Mar 25, 2024) and repurchase of 389,071 shares for ~$3.8 million under a 6% authorization; RPA deployment and customer chat implementation .
- TSR snapshot: Value of $100 investment reported at $96 for 2023 in Pay-vs-Performance table (company-disclosed TSR measure) .
Compensation Structure Analysis
- Mix shift and risk: 2024 cash incentive paid at 14.4% of salary vs 31.29% in 2023, reflecting lower scorecard attainment (efficiency ratio/ROE below target and negative loan growth), indicating variable pay is sensitive to company outcomes .
- Equity usage: Continued RSAs with four-year cliff vesting and no new option grants in 2024 (reduces leverage vs options), aligning retention with long-term service and retirement .
- Vesting cadence: Remaining unvested options and RSAs imply periodic vest releases through 2026–2027, a moderate future selling overhang if shares are sold upon vest .
- Governance: Anti-hedging policy in place; strong say-on-pay support (92.32% in 2023) lowers compensation-related governance risk . No option repricing or pledging red flags disclosed .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say-on-Pay (most recent reported) | 92.32% approval at 2023 Annual Meeting |
| Frequency | Company follows triennial say-on-pay vote (every three years) |
Equity Ownership Detail
| Holder | Beneficial Ownership | Options Acquirable in 60 Days | % of Class |
|---|---|---|---|
| Kevin Spink | 47,755 shares | 59,336 shares | <1% |
Investment Implications
- Pay-for-performance alignment: Incentives are formulaic, tied 100% to company scorecard metrics (Asset Quality, Efficiency Ratio, ROE, Loan Growth), with 30% target bonus; 2024 payout halved vs 2023 due to lower performance, supporting alignment and limited discretionary adjustments .
- Retention vs. change-of-control exposure: Auto-renewing contract plus SERP benefits and 2x CoC multiple with health coverage/outplacement provide strong retention; double-trigger structure tempers CoC windfall risk .
- Ownership signal and overhang: Direct ownership is <1%, but meaningful unvested equity (30,531 RSAs) and options outstanding (portions vesting through 2026) represent both alignment and a modest vest-driven liquidity overhang in 2026–2027 .
- Governance risk: High say-on-pay approval (92.32%) and anti-hedging policy reduce governance controversy risk; no disclosed pledging, tax gross-ups, or option repricings .
- Execution indicators: 2024 outcomes reflect disciplined margin management and cost control (efficiency 60.61%, ROE 9.99%), though loan growth softness weighed on bonus outcomes; CFO accountability is directly tied to these metrics, which is constructive for investors monitoring future efficiency and capital deployment .
Sources: 2025 and 2024 DEF 14A, 2024 and 2025 10-K/10-Q excerpts, and exhibits as cited above.