Sean Quinn
About Sean P. Quinn
Sean P. Quinn (age 68) serves as Chairman of the Board of First Northern Community Bancorp and First Northern Bank, and is an independent director. He joined the Board in 2016 after serving as City Manager for the City of Fairfield (2007–2014; Interim in 2019), with prior leadership in community development, small business lending, and economic forecasting. He holds a B.A. in Business Economics from UC Santa Barbara and completed graduate work in business at Chico State, bringing expertise in economic development, real estate, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Fairfield | City Manager; Interim City Manager | 2007–2014; Interim 2019 | Oversaw planning, economic development, redevelopment, real estate, housing, business financing, and development planning/review |
| City of Fairfield | Director of Community Development | Prior to 2007 | Led planning, economic development, redevelopment, real estate and housing programs |
| Solano Economic Development Corporation | Interim President/CEO | 2021 | Regional economic development leadership |
| Small business / lending & development firm | Owner; professional roles | Not disclosed | Small business lending; industrial, commercial, residential development; economic forecasting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paradise Valley Estates | Past Chair; Board Member | Not disclosed | Non-profit/community role |
| Fairfield Community Services Foundation | Past President; Board Member | Not disclosed | Community organization |
| North Bay Health Advantage | Board Member | Not disclosed | Board service |
| California Assn. for Local Economic Development | Founding Member; Past President | Not disclosed | Statewide economic development leadership |
| State of California Economic Development Loan Advisory Committee | Past Chair | Not disclosed | Loan advisory oversight |
| Solano Land Trust | Past President | Not disclosed | Land conservation governance |
| Other public company directorships | — | — | The company disclosed no directors serving on other SEC-reporting company boards (2024 proxy) . |
Board Governance
- Independence and leadership: The Board determined all directors except the CEO (Mr. Smith) and Ms. Walker are independent; Mr. Quinn is independent and serves as independent Chairman of the Board, a structure the Board believes benefits shareholders .
- Years of service: Director since 2016 (Bank and Company) .
- Committee roles (Bank committees perform Company functions):
- Chair: Compensation; Nominating & Corporate Governance .
- Member: Audit; Loan; Profit Sharing .
- Attendance: In 2024, each Director attended at least 75% of Board and committee meetings (except Mr. Brady at 61%); the Boards held 10 regular Bank meetings and 5 joint meetings with the Company .
- Committee activity levels (2024 meetings): Audit (5), Compensation (6), Nominating & Corporate Governance (2), Loan (17), Profit Sharing (4) .
Fixed Compensation
| Component | Detail | 2024 Amounts/Terms |
|---|---|---|
| Fees earned or paid in cash (Quinn) | Director fees | $38,100 |
| Annual Board retainer | Chairman of the Board | $6,500 retainer (others $5,500) |
| Regular Board meeting fee | Per regular jointly-held Board meeting | $1,900 for Chairman; $1,500 for other directors |
| Special Board meeting fee | Per special meeting | $400 per special meeting |
| Committee meeting fee | Per committee meeting | $500 per meeting; Chair receives $600; Audit Chair $700 |
| Deferred Director Fee Plan | Elective deferral | No Director elected to defer 2024 fees |
| Quinn – Director Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $35,400 | $38,100 |
Notes:
- Director Retirement Agreements exist only for non-employee directors who joined before Feb 2011; benefits range $10,000–$15,000 annually for 10 years, with detailed early termination and change-in-control provisions. As Quinn joined in 2016, he is not covered by these agreements .
Performance Compensation
- No equity (RSU/PSU) or option awards are disclosed for directors; compensation is cash-based with meeting and retainer fees. No director equity grants are shown in the 2024 Director Compensation Table for any director, including Mr. Quinn .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for FNRN directors (2024 proxy) |
| Committee interlocks | Chairs Compensation and Nominating & Corporate Governance at the Bank (acts for Company); member of Audit and Loan committees, which may influence executive pay oversight and credit governance . |
| Potential interlocks with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- Sector expertise: Economic development, real estate/housing, business financing, and risk management from municipal leadership and development roles .
- Education: B.A. in Business Economics (UC Santa Barbara); graduate business studies at Chico State .
- Governance credentials: Independent Chairman; serves on Audit, Compensation, Nominating & Corporate Governance, Loan, and Profit Sharing Committees .
- Compensation governance: The Compensation Committee (which Mr. Quinn chairs) uses competitive market data and input from an independent compensation consultant (McLagan) in its deliberations (2024 disclosure) .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable within 60 Days | % of Class | Ownership Notes |
|---|---|---|---|---|
| Sean P. Quinn | 6,649 | — | <1% | Shares held jointly with spouse |
Additional alignment and trading policy:
- Code of Conduct prohibits speculative trading in Company securities, including short sales and trading in puts, calls, and other options; Section 16(a) filings for directors were timely in the last fiscal year .
Governance Assessment
Key findings:
- Strong independence and leadership: Quinn is an independent Chairman, enhancing oversight and agenda-setting separate from management; he also serves on key risk and pay committees (Audit, Compensation) which centralizes governance influence but can sharpen accountability when combined with independent chairmanship .
- Active committee engagement: High committee activity (e.g., 17 Loan Committee meetings; 6 Compensation; 5 Audit) indicates substantive involvement in credit, risk, and pay oversight; Quinn chaired Compensation and Nominating & Governance in 2024 .
- Attendance and engagement: Quinn met the ≥75% attendance threshold; overall Board held 10 regular Bank meetings and 5 joint meetings with the Company in 2024 .
- Compensation structure: Director pay is cash-only (no equity), with a Chairman premium; Quinn earned $38,100 in 2024 vs $35,400 in 2023, consistent with meeting load and chair roles .
- Ownership alignment: Quinn owns 6,649 shares (<1%), jointly with spouse; there is no disclosure of option holdings, pledging, or hedging beyond a firm prohibition on short sales and options trading .
Potential conflicts and mitigants:
- Related-party exposure: Insider loans to directors or affiliates occurred in ordinary course on substantially the same terms as for non-insiders, with Board approval and policy controls; no unfavorable features were reported .
- Director retirement agreements: Legacy retirement benefits exist for pre-2011 directors (not applicable to Quinn), with split-dollar life insurance; while this could raise entrenchment concerns broadly, it does not apply to Quinn given his 2016 start date .
Red flags and risk indicators:
- No red flags identified specific to Quinn in 2024–2025 disclosures (no low attendance, no related-party transactions beyond ordinary-course lending, no pledging or hedging disclosed).
RED FLAG screen: None specific to Quinn; monitor for future insider loans or any shifts in director compensation structure introducing equity without clear ownership guidelines .
Board Governance (Detail)
| Committee | Role (Sean P. Quinn) | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Oversees executive compensation; administers stock plans; independent deliberations without CEO present |
| Nominating & Corporate Governance | Chair | 2 | Director nominations; governance best practices; charter posted online |
| Audit | Member | 5 | Financial reporting/internal controls oversight; five independent members; audit financial experts named (Carbahal, McNaughton) |
| Loan | Member | 17 | Loan approvals and loan policy |
| Profit Sharing | Member | 4 | Plan administration and investments |
Related Party & Trading Policies
- Insider lending policy requires insider loans be on substantially the same terms as non-insider loans, with multiple approval levels and comparative loan evidence; Board must approve and interested directors abstain .
- Securities trading/anti-speculation: Prohibits short sales and options transactions; Section 16(a) compliance timely for directors .
Director Compensation Process (Committee Perspective)
- The Compensation Committee references competitive market data (25th/50th/75th percentiles) and uses an independent consultant (McLagan), applying judgment rather than strict percentile benchmarking (2024 disclosure) .
- Executive officers can provide input but cannot vote; CEO is excluded from final deliberations on CEO pay .
Summary Implications for Investors
- Governance quality is supported by an independent Chair (Quinn), broad committee leadership, and adequate attendance, which should bolster investor confidence in oversight of risk, credit, and pay .
- Alignment is modest via personal share ownership (<1%) and a conservative trading policy; absence of director equity grants limits upside alignment but reduces risk of self-dealing perceptions .
- No material conflicts surfaced; maintain surveillance on insider lending disclosures and any changes to director pay structure or governance roles that could concentrate authority without counterbalances .