Not independent
Tenure on this board
20.6 yrs
5 nominees · 3 ballot items.
Shareholders will vote to elect five directors for three-year terms, ratify Crowe LLP as the Company’s independent registered public accounting firm for 2026, and cast a non-binding advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect five directors (William W. Harrod, Michael C. Frederick, Lou Ann Moore, Robert C. Guilfoyle, and Dana L. Huber) to serve three-year terms.
Ratify the appointment of Crowe LLP as First Capital’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials. Management is seeking shareholder approval to validate its compensation philosophy and implementation — which includes base salary, a performance-based Bonus Plan tied largely to the Bank’s pre-tax income, and restricted stock awards that vest over multiple years — and to demonstrate support for its pay-for-performance alignment. The proposal is non-binding, so a vote against would not automatically change compensation contracts, but the Board and Compensation Committee have committed to reviewing and considering the advisory vote results when making future decisions. Company disclosures show recent equity awards, supplemental bonuses, change-in-control protections, and a Pay vs. Performance table that links CEO and NEO pay with TSR and net income; these elements provide context for shareholders assessing alignment and disclosure quality. The Board recommends a vote FOR, arguing that the compensation structure appropriately balances short- and long-term incentives, retains key executives, and ties material incentive pay to measurable Bank performance metrics. If shareholders withhold support, the most likely Board response would be enhanced engagement and potential adjustments to plan design, targets, or disclosure to address investor concerns. The non-binding nature of the vote means outcomes are primarily reputational and governance signals rather than contractual changes, but repeated shareholder opposition could prompt substantive committee-level changes. Given the Company’s small size and the Board’s emphasis on local banking performance measures, shareholders should weigh both the demonstrated financial results and the governance protections (e.g., multi-year vesting, committee oversight) when deciding how to vote. Overall, the proposal functions as a governance check on executive pay practices and provides the Board with shareholder feedback to inform future compensation policy decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 149,423 | $7M |
| 2 | BlackRock, Inc. | 3.26% | 109,028 | $5M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% | 68,581 | $3M |
| 4 | Siena Capital Partners GP, LLC | 1.96% | 65,421 | $3M |
| 5 | STATE STREET CORP | 1.39% | 46,360 | $2M |
| 6 | BlackRock, Inc. | 1.30% | 43,420 | $2M |
| 7 | Farther Finance Advisors, LLC | 1.15% | 38,398 | $2M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.07% | 35,887 | $2M |
| 9 | HighTower Advisors, LLC | 0.84% | 28,128 | $1M |
| 10 | NORTHERN TRUST CORP | 0.70% | 23,335 | $1M |
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