First Northern Bank (FNRN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 19, 2026, to elect eleven directors, approve a non-binding advisory vote on executive compensation, and ratify the appointment of Baker Tilly US LLP as independent auditor for 2026.

• Shareholders of record as of March 31, 2026, are entitled to vote; 16,409,660 shares of common stock were outstanding on the record date.

• Proxy solicitation costs are borne by the company, and proxies may be revoked at any time before voting.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven directors, a non-binding say-on-pay proposal, and ratification of the independent auditor.

• Cumulative voting is permitted for director elections if proper notice is given.

• Shareholder proposals and director nominations must follow specific advance notice procedures outlined in the bylaws.

Board of directors and corporate governance

• Eleven nominees, all current directors, are up for election; their backgrounds span finance, agriculture, technology, and public service.

• The board includes a majority of independent directors under Nasdaq rules; the Chairman is independent.

• The board structure allows the CEO to focus on operations while independent directors oversee governance.

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

• The Nominating Committee considers diversity and complementary skills but has no formal diversity policy.