Mark Schulze

About Mark C. Schulze

Mark C. Schulze is an independent director of First Northern Community Bancorp (FNRN) and First Northern Bank, serving on the board since 2017; he is 54 years old per the 2025 proxy nominee table . He is currently Chief Revenue Officer at Confidence Systems, Inc., and previously co-founded Clover Network, Inc. (acquired by First Data, later Fiserv); he holds a B.A. in Government from Bowdoin College . He is designated independent under Nasdaq standards (all directors except the CEO, Mr. Smith, and Ms. Walker are independent) and met the board’s ≥75% attendance guideline in 2024 (only Mr. Brady fell below, at 61%) . Schulze’s committee coverage includes Audit, Compliance, and Information Services Steering, providing oversight touchpoints across financial reporting, regulatory compliance, and technology risk .

Past Roles

External Roles

Board Governance

• Committee assignments and scope:
  • Audit Committee member; Audit Committee report lists Schulze among the five independent members (Chair: John M. Carbahal; members include Brady, McNaughton, Quinn, and Schulze) .
  • Compliance Committee member (Bank-level) .
  • Information Services Steering Committee member; committee focuses on bankwide technology and safety; chaired by the CIO (non-director) .
  • Historical service also includes Audit and Information Services Steering in 2021–2023 biographies .
• Independence: The board determined all directors except Mr. Smith and Ms. Walker are independent under Nasdaq rules; this includes Schulze .
• Attendance and engagement: In 2024 the board held 10 regular and 5 joint meetings; all directors met ≥75% attendance except Mr. Brady (61%) . Prior years similarly state directors met ≥75% (2023, 2021) .
• Governance structure: Independent chair (Sean P. Quinn) in 2025; board affirms flexibility on CEO/Chair separation but currently uses an independent chair model .
• Company vs. Bank committees: The Company (FNRN) does not have its own audit/compensation/nominating committees; Bank committees fulfill these functions for the consolidated enterprise .

Committee Membership Summary (most recent disclosed)

Fixed Compensation

• Structure (non-employee directors):
  • Retainer: $5,500 per director; chair retainer $6,500 .
  • Meeting fees: $1,500 per regularly scheduled joint board meeting ($1,900 for the board chair); $400 per special board meeting .
  • Committee meeting fees: $500 per meeting; committee chair $600 per meeting; Audit Committee chair $700 per meeting .
  • Director Retirement Agreements: Only for non-employee directors who joined before Feb 2011; 10-year annual benefits of $10,000–$15,000 at/after age 65 subject to service thresholds; no positive accruals in 2024 .
• 2024 Director Fees (paid in cash): | Name | 2024 Fees Earned/Paid in Cash ($) | |---|---| | Mark C. Schulze | 28,100 |

Performance Compensation

• The 2024 Director Compensation table discloses cash fees only; no stock awards or option awards are listed for directors for 2024 .
• No director performance metrics, PSUs/RSUs, or options are disclosed for directors in 2024; compensation appears entirely meeting/retainer-based .

Other Directorships & Interlocks

• The 2025 proxy biography for Schulze lists operating and advisory roles but does not disclose any other current public company board directorships .
• No board-disclosed interlocks with competitors, suppliers, or customers are noted with respect to Schulze in the proxy materials reviewed .

Expertise & Qualifications

• Payments/Fintech and technology commercialization: Co-founded Clover (payments platform acquired by First Data/Fiserv) bringing merchant acquiring and payments scale-up experience .
• Regulatory/technology oversight: Member of Compliance and Information Services Steering committees, aligning with risk, compliance, and IT governance .
• Education: B.A., Government, Bowdoin College .

Equity Ownership

• Beneficial ownership as of February 29, 2024 (adjusted for a 5% stock dividend paid March 25, 2024): | Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days (Options) | Percent of Stock | As-Of | |---|---:|---:|---:|---| | Mark C. Schulze | 675,666 | 0 | 4.59% | Feb 29, 2024 |
• Table notes: Ownership data adjusted for a 5% stock dividend; the company footnotes indicate figures based on beneficial ownership as of Feb 29, 2024 .

Related-Party Exposure

• Insider lending/related transactions policy and disclosures: The company reports that certain directors and executive officers (and their affiliated entities/families) engaged in ordinary-course banking transactions (including loans) on substantially the same terms as for non-insiders, with no more than normal risk or unfavorable features (2022/2021; similar disclosure for 2020/2019) .
• Insider lending policy: Requires at least three comparable non-insider loans; board approval with interested directors abstaining; procedures aligned with California law; the board has not adopted a separate related party transactions policy for transactions other than loans but expects disclosure and independent board approval where applicable .

Say-on-Pay & Shareholder Feedback (context)

• Prior triennial say-on-pay (2020) received 95.27% support (votes cast); the compensation committee references continued alignment with shareholder feedback in subsequent reviews .

Governance Assessment

• Strengths:
  • Independent director with consistent committee exposure across Audit, Compliance, and IT governance; audit committee affirmed independent; board independence and independent chair structure in place .
  • Attendance: Met ≥75% attendance standard in 2024, supporting engagement .
  • Alignment: Significant personal stake (4.59% beneficial ownership) indicates meaningful skin-in-the-game .
• Watch items:
  • External operating role at Confidence Systems (works with financial institutions) could present potential vendor conflict risk if the firm engages the Bank; no related-party transactions are disclosed, and insider lending policy and RPT procedures require independent review/approval .
  • Director compensation is fully cash-based in 2024 (no disclosed equity retainer), which may modestly reduce direct long-term incentive alignment at the board level; mitigated by Schulze’s large personal holdings .

Note: The Company’s Bank-level committees fulfill audit/compensation/nominating functions for the holding company; this structure is explicitly disclosed and standard for community banks .

Appendix: Attendance and Independence References

• 2024 attendance and independence determination (independent chair noted) .
• 2023 attendance and independence determination .
• 2021 attendance statement .