First Northern Bank (FNRN) Proxy filing summary

Executive summary

• The annual meeting will be held on May 13, 2025, to elect ten directors, approve new stock incentive and employee stock purchase plans, and ratify the appointment of Moss Adams LLP as the independent auditor for 2025.

• Shareholders of record as of March 31, 2025, are entitled to vote, with cumulative voting rights available for director elections under certain conditions.

• The Board recommends voting in favor of all proposals, including the new 2026 Stock Incentive Plan and 2026 Employee Stock Purchase Plan.

Voting matters and shareholder proposals

• Proposals include electing ten directors, approving the 2026 Stock Incentive Plan, approving the 2026 Employee Stock Purchase Plan, and ratifying Moss Adams LLP as auditor.

• Shareholders may submit proposals for the 2026 annual meeting by December 10, 2025, and must follow specific nomination and business item procedures.

Board of directors and corporate governance

• The Board consists of ten nominees with diverse backgrounds in finance, management, economic development, and community service.

• Committees include Audit, Compensation, Loan, Compliance, Asset/Liability, Information Services, Profit Sharing, and Nominating and Corporate Governance.

• The majority of directors and all committee members are independent under Nasdaq rules.

• The Board encourages director attendance at meetings and the annual meeting.