Louise Walker
About Louise A. Walker
Louise A. Walker, age 64, has served on the boards of First Northern Community Bancorp (the Company) and First Northern Bank since 2011; she previously served as President & CEO (2011–2022) and, before that, as Senior EVP/Chief Financial Officer for 14 years. She holds a Bachelor of Arts in Management from Saint Mary’s College of California and brings deep expertise across banking, financial management, risk management, compliance, accounting, and corporate governance . The Board determined Ms. Walker is not independent under Nasdaq listing rules (former CEO), with all directors except Jeremiah Z. Smith and Ms. Walker considered independent; directors generally met at least the 75% attendance threshold in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Northern Community Bancorp / First Northern Bank | President & Chief Executive Officer | 2011–2022 | Led enterprise-wide strategy and risk oversight reporting to the Board . |
| First Northern Bank | Senior EVP/Chief Financial Officer | 14 years (pre-2011) | Oversight of HR, Risk, Compliance, Accounting, Finance; prior Head of Operations/Data Processing . |
External Roles
| Organization | Role | Tenure/Status | Notes/Impact |
|---|---|---|---|
| Pacific Coast Bankers Bank | Board Member | Current | Industry governance exposure . |
| Valley Vision | Treasurer; Executive Committee Member | Current | Regional economic strategy and oversight . |
| Lambda Alpha International (Sacramento Chapter) | President | Current | Urban land economics leadership . |
| Sutter Club | Board Member | Current | Community leadership . |
| Yolo Food Bank | Finance Committee Member | Current | Financial oversight in non-profit context . |
| California Bankers Association | ERISA Trust Committee Member | Current | Fiduciary and benefits oversight . |
| American Bankers Association | Past Treasurer; prior Board member | Past | National banking policy experience . |
| California Bankers Association | Past Chairwoman; prior Board & Finance Committee member | Past | State banking governance experience . |
Board Governance
- Independence: Not independent under Nasdaq rules; only Mr. Smith and Ms. Walker are non-independent directors .
- Attendance: In 2024, each Director attended at least 75% of Board and committee meetings, except Mr. Brady (61% due to health issues); Annual Meeting attendance was high (all but two nominees) .
- Board structure: Company-level Audit/Comp/Nominating functions are performed by Bank committees; charters available on the Bank’s website .
- Committee assignments (Walker):
- Asset/Liability Committee (ALCO) – Member; 4 meetings in 2024 .
- Asset Quality Committee – Member; 4 meetings in 2024; committee composed of CEO Smith and Walker, chaired by Special Assets Manager .
- Compliance Committee – Member; 4 meetings in 2024 .
- Information Services Steering – Member; 4 meetings in 2024 .
- Loan Committee – Member; 17 meetings in 2024 .
- Profit Sharing Committee – Member; 4 meetings in 2024 .
- Signals: Concentration of asset quality oversight in a two-director committee including the CEO and a non-independent former CEO may constrain independent challenge in credit risk oversight (RED FLAG) .
Fixed Compensation
| Component | Value/Terms | Period | Notes |
|---|---|---|---|
| Fees earned or paid in cash (Walker) | $37,600 | 2024 | Director compensation table . |
| Annual retainer (non-Chair) | $5,500 | 2024 | Chair retainer $6,500 . |
| Regular joint Board meeting fee | $1,500 per meeting | 2024 | Chair receives $1,900 . |
| Special Board meeting fee | $400 per meeting | 2024 | Applies to all directors . |
| Committee meeting fee | $500 per meeting | 2024 | Committee Chair $600; Audit Chair $700 . |
Director Retirement Agreements exist for non-employee directors who joined before Feb 2011; benefits range $10,000–$15,000 annually over 10 years, with change-in-control and disability provisions, and split-dollar life insurance (Company paid ~$2.15M one-time premium). The proxy identifies three active directors eligible as of Jan 1, 2024; no individual director eligibility is specified for Ms. Walker (do not infer) .
Performance Compensation
- Equity/Performance-linked director pay: The 2026 Stock Incentive Plan permits outside directors to elect payment of annual retainers/meeting fees in cash, stock options (NSOs), stock appreciation rights (SARs), restricted shares, or stock units, as determined by the Committee; terms are Committee-defined .
- 2024 disclosed director pay shows cash fees only; no director RSU/option awards are shown for directors (table lists fees in cash) .
| Plan Provision | Details | Source |
|---|---|---|
| Director fee elections in securities | Outside Directors may elect to receive retainers/fees in NSOs, SARs, Restricted Shares or Stock Units; number/terms set by Committee |
Other Directorships & Interlocks
- Public company boards: None of the directors serve as directors of any other company with SEC-registered securities or investment companies; thus, no public company interlocks disclosed .
- Private/non-profit boards: As listed in External Roles; these do not present disclosed related-party transactions with FNRN .
Expertise & Qualifications
- Banking leadership: Former CEO and long-tenured CFO with oversight spanning operations, data processing, HR, risk management, compliance, accounting, and finance .
- Governance and risk: Broad committee participation (ALCO, Asset Quality, Compliance, Loan, Profit Sharing, IS Steering) evidences deep involvement in risk oversight and governance .
- Education: BA in Management, Saint Mary’s College of California .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Shares beneficially owned | 205,704 | Beneficial ownership as of Feb 28, 2025; adjusted for 5% stock dividend paid Mar 25, 2025 . |
| Shares acquirable within 60 days (options) | 122,601 | As of Feb 28, 2025 . |
| Percent of class | 2.07% | As of Feb 28, 2025 . |
| Shares held jointly with spouse | 61,630 | Footnote (9) . |
No pledging or hedging of Company stock is permitted for directors under the Code of Conduct (prohibits speculative trading, short sales, and options trading) .
Governance Assessment
- Independence and oversight: Ms. Walker’s non-independence (former CEO) and simultaneous membership with the CEO on the two-person Asset Quality Committee is a notable governance risk for independent credit oversight. The Board mitigates risk through broader committee structures and independent chairs (Audit, Compensation, Nominating & Governance), but asset quality concentration warrants scrutiny (RED FLAG) .
- Engagement and workload: Robust committee workload (ALCO, Asset Quality, Compliance, IS Steering, Loan, Profit Sharing) indicates active engagement; 2024 attendance thresholds were met across directors generally .
- Alignment: Significant ownership (2.07%) plus sizeable near-term exercisable options suggest strong “skin in the game,” enhancing alignment; anti-hedging policy reinforces alignment. No pledging disclosed (positive) .
- Compensation: Director fees are modest and meeting-based, with defined retainers and chair premia; availability of securities-based fee elections under the stock plan could further align director interests, though 2024 compensation disclosure shows cash-only director fees .
- Shareholder signals: 2025 shareholder votes re-elected directors (Walker: 8,479,927 For; 1,356,104 Against/Withheld; 1,934,104 broker non-votes) and approved new stock and ESPP plans—supportive of governance and compensation frameworks. Prior say-on-pay support (2023 NEO vote ~92.32% For) signals general investor confidence in pay practices .
RED FLAGS
- Non-independence under Nasdaq for Ms. Walker, combined with former CEO status, reduces independence optics .
- Asset Quality Committee membership limited to CEO and Ms. Walker, potentially constraining independent credit risk challenge; consider expanding membership with independent directors .
Additional Context
- Related-party transactions: Insider lending policy requires arms-length terms and Board approval; loans to insiders/families in 2023–2024 were on substantially the same terms as non-insider loans and did not present abnormal risk; no Walker-specific related-party transactions are disclosed (positive) .
- Board structure: Company-level committees function via Bank committees with charters; independent chairs and committee compositions provide broader governance checks .
References
- 2025 DEF 14A (April 9, 2025): Biography, committees, independence, attendance, director compensation .
- 2025 8-K (May 16, 2025): Shareholder vote results for director elections and plans .
- 2025 DEF 14A beneficial ownership table (as of Feb 28, 2025): Shares, options, percent, joint holdings .
- 2024 DEF 14A (April 11, 2024): Committee structures, independence, anti-hedging, related-party policy, say-on-pay results .