Patrick Brady
About Patrick R. Brady
Patrick R. Brady (age 72) has served as a director of First Northern Community Bancorp and First Northern Bank since 2013; he is classified as an independent director under Nasdaq rules . Brady retired as CEO of Sutter Roseville Medical Center in 2018, after a career at Sutter Health beginning in 1981, including a six-and-a-half-year CEO tenure at Sutter Solano Medical Center; he holds a B.S. in Public Administration (University of Arizona) and a Master’s in Hospital Administration (University of Minnesota) . In 2024, Brady’s board and committee attendance fell to 61% due to personal health issues (below the company’s 75% expectation), a potential engagement risk; all other directors met the 75% threshold . He is currently a member of the Bank’s Asset/Liability, Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Roseville Medical Center | Chief Executive Officer | Retired in 2018 | Led hospital operations; experience in financial management, corporate governance, risk management |
| Sutter Solano Medical Center | Chief Executive Officer | ~6.5 years (dates not specified) | Senior operational leadership within Sutter Health system |
| Sutter Health (Greater Sacramento Area) | Executive roles (various) | Not specified | Executive-level experience in healthcare administration |
| Hospitals in Los Angeles and Tucson | Management roles | Not specified | Hospital management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare associations & advocacy groups | Leadership roles | Not specified | Active engagement in sector associations and community boards |
| Other public company boards | None | — | The proxy states none of the directors serve on other public reporting company boards |
Board Governance
- Independence: The board determined that all directors except the CEO (Mr. Smith) and former CEO (Ms. Walker) are independent; Brady is independent .
- Leadership change: Brady served as Chairman of the Board and as Chair of the Nominating & Corporate Governance Committee in 2023; by 2025, Sean P. Quinn is Chairman and Brady is a non-chair director—signal of role transition .
- Board structure: The Company’s functional committees (Audit, Compensation, Nominating & Corporate Governance) operate at the Bank level with charters posted on the website .
- Risk oversight: Audit oversees financial reporting and internal controls; full board handles strategic risks with committee reports .
| Committee (Brady member) | 2023 Meetings | 2024 Meetings | Notes |
|---|---|---|---|
| Asset/Liability | 4 | 4 | Oversees asset/liability management |
| Audit | 5 | 5 | Financial reporting/internal controls |
| Compensation | 8 | 6 | Executive pay oversight; stock plan administration |
| Nominating & Corporate Governance | 2 | Not disclosed | Brady was committee Chair in 2023 |
| Role/Chair Positions | 2023 | 2025 |
|---|---|---|
| Board Chair | Patrick R. Brady | Sean P. Quinn |
| Nominating & Corporate Governance Chair | Patrick R. Brady | Not listed as chair |
| Attendance | 2023 | 2024 |
|---|---|---|
| Board & committee attendance (Brady) | Met ≥75% standard (aggregate statement) | 61% due to personal health issues (below threshold) |
Fixed Compensation
| Component | 2023 Policy | 2024 Policy | Notes |
|---|---|---|---|
| Annual retainer (Director) | $5,500 | $5,500 | Cash retainer |
| Annual retainer (Chairman) | $6,500 | $6,500 | Higher for Board Chair |
| Regular joint board meeting fee (Director) | $1,500 per meeting | $1,500 per meeting | Chairman receives $1,900 per meeting |
| Special board meeting fee | $400 per meeting | $400 per meeting | Cash |
| Committee meeting fee (member) | $500 per meeting | $500 per meeting | Cash |
| Committee meeting fee (chair) | $600 per meeting; Audit Chair $700 | $600 per meeting; Audit Chair $700 | Cash |
| Patrick R. Brady – Fees Earned (Cash) | 2023 | 2024 |
|---|---|---|
| Total cash fees | $36,700 | $21,200 |
- Director Retirement Agreements: Provided only to non-employee directors who joined before Feb 2011; 10-year annual benefits ranging $10,000–$15,000 based on service; no positive accruals in 2024; Brady joined in 2013, so not eligible .
Performance Compensation
| Program/Term | 2026 Stock Incentive Plan (Outside Directors) | Change-in-Control Treatment |
|---|---|---|
| Aggregate shares available for outside directors | 100,000 shares | All shares subject to an outside director award vest fully upon a change in control |
| Per-director annual cap | 3,000 shares per calendar year | Full vesting at change in control |
- 2024 Director Compensation disclosed only “Fees earned in cash”; no RSU/option awards listed for directors in 2024 .
- Compensation Committee process: Independent members vote; CEO excluded from final deliberations; uses peer input and independent consultant; applicable to executive pay oversight; the Committee also reviews board compensation levels for fairness and competitiveness .
Other Directorships & Interlocks
| Category | Status | Evidence |
|---|---|---|
| Public company board service | None | Proxy states none of the directors serve on other public reporting company boards |
| Family relationships/interlocks | None disclosed | No family relationships among directors |
| Insider banking transactions | Ordinary course | Loans to insiders occurred on market terms; normal risk; governed by insider lending policy |
Expertise & Qualifications
- Education: B.S. in Public Administration (University of Arizona); Master’s in Hospital Administration (University of Minnesota) .
- Sector experience: Four decades in healthcare operations and hospital administration; CEO roles at two medical centers .
- Governance/finance/risk: Proxy notes extensive knowledge in financial management, corporate governance, and risk management from executive and board service .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Options Exercisable within 60 Days | Percent of Class | Notes |
|---|---|---|---|---|
| Feb 28, 2025 (adjusted for 5% stock dividend) | 7,951 | — | * (<1%) | Held jointly with spouse |
- Section 16(a) compliance: The company states all required insider ownership reports for the last fiscal year were timely filed .
- Pledging/hedging: Code of Conduct prohibits speculative trading (short sales within six months) and options trading (puts, calls); no pledging disclosures identified .
Governance Assessment
- Engagement risk: 61% attendance in 2024 due to personal health issues is below the board’s 75% standard—this is a RED FLAG for board effectiveness and investor confidence if it persists .
- Role transition: Brady moved from Board Chair and Nominating & Corporate Governance Chair in 2023 to non-chair director by 2025; investors should monitor continuity of governance leadership and committee influence .
- Independence and committee breadth: Brady is independent and serves across key oversight committees (Audit, Compensation, ALCO, Nominating & Corporate Governance), supporting board coverage of finance, pay, and governance .
- Ownership alignment: Beneficial ownership of 7,951 shares (<1% of class) indicates modest personal stake; no options or near-term acquirable shares disclosed; outside director equity under the 2026 plan is capped, with full vesting at change in control (watch design for pay-for-performance alignment) .
- Related-party exposure: Insider lending exists but is subject to strict policy, board approval, and market terms—no unfavorable features disclosed; no other related-party transaction policy beyond loans (board must approve as “just and reasonable”) .
- Board structure: Independent Chairman (Sean P. Quinn) supports independent oversight; executive sessions occur for CEO pay deliberations without CEO present, consistent with good practice .
Insider Trades (Form 4 reference)
| Item | Status | Evidence |
|---|---|---|
| Proxy summary of insider trades | Not provided | Proxy includes Section 16(a) compliance statement (all timely), but does not list transactions |
RED FLAGS: Low attendance in 2024 (61%); modest equity ownership; change-in-control full vesting for potential director equity awards may reduce pay-for-performance sensitivity if equity grants are used .