Richard Martinez
About Richard Martinez
Richard M. Martinez (age 69) serves as Vice Chairman of the Board at First Northern Community Bancorp and First Northern Bank of Dixon; he has been a director since 2011, bringing 30+ years of financial management experience as owner of Rick Martinez Farms and prior public-sector operations leadership at Yolo County Flood Control and Water Conservation District (Division Manager, Irrigation and Flood Control) and holds a B.S. in Agriculture from California State University, Chico . He is deemed independent under Nasdaq standards (all directors except the CEO and Ms. Walker) and met the company’s attendance expectation of at least 75% of Board and committee meetings in 2024 (exception noted only for Mr. Brady) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yolo County Flood Control & Water Conservation District | Division Manager, Irrigation and Flood Control | 1981–1985 | Public-sector operations and regional water management |
| Rick Martinez Farms | Owner; responsible for financial management | 30+ years | Agricultural operations finance and management; local ag community expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dixon Resource Conservation District | Director | 20 years | Regional resource conservation governance |
| Dixon Joint Powers Authority for regional drainage | Chairman | Not disclosed | Regional drainage oversight leadership |
Board Governance
- Vice Chairman of the Board; Director since 2011; independent under Nasdaq rules .
- Board and committee attendance met or exceeded 75% in 2024; Board held 10 regular Bank meetings and 5 joint Company/Bank meetings (exception only for Mr. Brady at 61%) .
- Committee memberships: Compensation, Loan, and Nominating & Corporate Governance .
| Committee | Martinez Membership | 2024 Meetings Held | Chair |
|---|---|---|---|
| Compensation | Member | 6 | Sean P. Quinn |
| Loan | Member | 17 | Foy S. McNaughton |
| Nominating & Corporate Governance | Member | 2 | Sean P. Quinn |
- Governance features: independent Chairman of the Board (Sean P. Quinn) and committee charters available; company-level committees function via Bank committees; mandatory retirement age policy at 75 (with Board-approved extensions at first meeting post-75) .
Fixed Compensation
| Component | Amount/Rate | Notes |
|---|---|---|
| 2024 Fees earned or paid in cash (Richard M. Martinez) | $30,600 | Director compensation disclosed as cash fees only for 2024 |
| Annual retainer (non-Chair Directors) | $5,500 | Chairman retainer: $6,500 |
| Regular Board meeting fee | $1,500 per meeting (Chairman $1,900) | Jointly-held and regularly scheduled meetings |
| Special Board meeting fee | $400 per meeting | Applies to special meetings |
| Committee meeting fee | $500 per meeting; Chair $600; Audit Chair $700 | Applies to Bank committees performing Company functions |
The Compensation Committee reviews Board compensation for fairness and competitiveness and conducts votes on executive compensation without management present .
Performance Compensation
- No director equity grants (RSUs/PSUs/Options) or performance-linked awards are disclosed for 2024; directors may elect to receive retainer/meeting fees in the form of NSOs, SARs, Restricted Shares, or Stock Units under the stock plan (Section 14), but no director elected to defer fees in 2024 .
| Performance-linked pay element | Status |
|---|---|
| Elective equity in lieu of fees (NSOs/SARs/Restricted Shares/Stock Units) | Available under plan; utilization not disclosed for Martinez |
| Deferred director fee plan | No director deferrals in 2024 |
| Metrics tied to director compensation | Not disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed in the proxy for Martinez |
| Private/non-profit/academic boards | Dixon Resource Conservation District (Director); Dixon JPA (Chairman) |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Agriculture operations finance and management; deep knowledge of local agricultural community .
- Public-sector oversight experience in irrigation and flood control; regional resource governance roles .
- Board leadership as Vice Chairman; service on Compensation, Loan, and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable within 60 Days | % of Class | Notes |
|---|---|---|---|---|
| Richard M. Martinez | 70,718 | — | <1% | Includes 9,108 shares held separately by spouse |
Beneficial ownership figures are as of Feb 28, 2025 (adjusted for a 5% stock dividend paid Mar 25, 2025) .
Governance Assessment
- Strengths: Independent status; Vice Chair role provides oversight leverage; active membership on key committees (Compensation, Loan—17 meetings in 2024, and Nominating & Corporate Governance), indicating meaningful engagement; Board structure uses independent Chairman and formal charters; executive-comp deliberations occur in executive session, enhancing governance rigor .
- Alignment: Material personal share ownership (70,718 shares; <1% of class), including spouse holdings, supports skin-in-the-game; directors can elect equity in lieu of cash, though no 2024 director deferrals occurred; no pledging disclosed .
- Compensation: Cash-only director fees in 2024 with transparent rate card; no performance-linked director compensation disclosed, limiting pay-for-performance alignment but reducing complexity and risk of misaligned incentives at the director level .
- Conflicts/Related-Party Exposure: Community bank insider lending occurs in ordinary course; Board maintains a written insider lending policy requiring market terms, collateral, comparative loan evidence, and Board approvals; no specific related-party transactions tied to Martinez disclosed, but policy mitigates risk .
- Attendance/Engagement: Company states all directors met at least 75% attendance in 2024 (exception only for Mr. Brady); Martinez’s workload likely substantial given Loan Committee’s 17 meetings, and Compensation/N&CG activity .
- RED FLAGS: None specifically disclosed for Martinez (no low attendance, no related-party transactions beyond ordinary-course loans, no equity award repricing) .
Note: Director Retirement Agreements apply only to non-employee directors who joined before February 2011 and provide $10,000–$15,000 annually for 10 years depending on service; there were three active eligible directors as of Jan 1, 2024 and no positive accruals in 2024. Martinez’s eligibility is not confirmed from the proxy (Director since 2011) .