Richard Bedoya
About Richard Bedoya
No SEC or company proxy materials identify Richard Bedoya as a director of First Northern Community Bancorp (FNRN) for 2021–2025. He does not appear among director nominees in the latest DEF 14A (2025), nor in prior proxies (2024–2021), and is not listed in the 2025 and 2024 Item 5.07 8‑K election results. As such, FNRN does not disclose his background, age, tenure, or credentials. This indicates he is not currently on FNRN’s Board.
Past Roles
No disclosures identify Richard Bedoya with FNRN in 2021–2025 proxies.
External Roles
No disclosures identify other public company boards or external roles for Richard Bedoya at FNRN.
Board Governance
- Board size and nominees: Ten director nominees proposed and elected in 2025; Bedoya not among them.
- Independence: Majority independent; all directors except Jeremiah Z. Smith and Louise A. Walker deemed independent under Nasdaq rules. Bedoya not disclosed.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings except Patrick R. Brady (61% due to health issues). Bedoya not disclosed.
- Committee structure: FNRN conducts Audit, Compensation, Loan, and Nominating & Corporate Governance via Bank committees; memberships disclosed and do not include Bedoya.
Key Committees and Chairs (no Bedoya listed)
- Audit Committee: Chair John M. Carbahal; members Brady, McNaughton, Quinn, Schulze.
- Compensation Committee: Chair Sean P. Quinn; members Brady, DuPratt, Hayes, Richard M. Martinez.
- Nominating & Corporate Governance: Chair Quinn; members Brady, Carbahal, DuPratt, Martinez.
- Loan Committee: Chair McNaughton; members Carbahal, DuPratt, Hayes, Martinez, McNaughton, Quinn, Smith, Walker.
Fixed Compensation
FNRN’s director pay structure (non-employee directors), applicable to disclosed directors only; Bedoya not disclosed.
| Component | Amount | Notes |
|---|---|---|
| Regular Board meeting fee (per meeting) | $1,500 | Chairman receives $1,900 per regular joint Board meeting |
| Special Board meeting fee (per meeting) | $400 | |
| Committee meeting fee – member (per meeting) | $500 | |
| Committee meeting fee – chair (per meeting) | $600 | Audit Committee Chair receives $700 |
| Annual retainer – director | $5,500 | |
| Annual retainer – Chairman of the Board | $6,500 |
Additional governance benefit: Director Retirement Agreements for directors who joined before Feb 2011, with $10,000–$15,000 annually for 10 years at normal retirement age 65 (service-based; no positive accruals in 2024). Change-in-control provisions include lump-sum equal to accrued retirement-liability balance under specified conditions.
Performance Compensation
No performance-based equity (e.g., RSUs/PSUs with metrics) is disclosed for directors. FNRN’s plan permits outside directors to elect to receive annual retainers/meeting fees in securities (NSOs, SARs, Restricted Shares, Stock Units) at the Committee’s discretion, but no director-specific grants/values are disclosed in the director section.
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed |
| Equity grants to directors (type/values) | Policy allows fees payable in securities; no director-specific grant table disclosed in director pay section |
Other Directorships & Interlocks
No disclosures list Richard Bedoya’s other public company boards or interlocks at FNRN.
Expertise & Qualifications
Not disclosed for Bedoya at FNRN. Profiles are provided for current nominees/directors only; Bedoya absent.
Equity Ownership
- Beneficial ownership table as of Feb 28, 2025 lists directors/executives; Bedoya not listed. Named holders include Schulze (4.46%), Walker (2.07%), Smith (1.78%), and others; group totals 11.77% including options acquirable within 60 days.
- No evidence of pledged or hedged shares by Bedoya at FNRN; not applicable.
Governance Assessment
- Bedoya is not an FNRN director in 2025 (and prior years reviewed), so FNRN provides no governance disclosures on his independence, committee service, attendance, compensation, ownership, or conflicts—indicating a likely misidentification. This absence is corroborated by the 2025 DEF 14A nominees list and 2025/2024 shareholder vote tabulations.
- FNRN director compensation relies on cash retainers and per-meeting fees with modest amounts; directors may elect to receive fees in securities, which can enhance alignment. Retirement agreements for pre-2011 directors carry legacy benefits but showed no positive accruals in 2024.
- Independence posture is strong (majority independent; only CEO Smith and Walker not independent), with committee functions performed by the Bank’s committees; detailed memberships exclude Bedoya.
RED FLAGS
- Misidentification risk: No record of Richard Bedoya as an FNRN director or nominee; analysts should verify the individual’s affiliation before drawing governance conclusions.
- Legacy retirement agreements: While no 2024 accruals, existence of director retirement benefits can be viewed as shareholder-unfriendly by some investors; limited to pre‑2011 directors and heavily conditioned.
Voting Signal (context)
- 2025 election results confirm ten directors; Bedoya not among them. Approval of 2026 Stock Incentive Plan and 2026 ESPP passed; audit firm ratified.
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