Companies FIRST CAPITAL INC
FIRST CAPITAL (FCAP): executive pay, fiscal 2025
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CEO pay, last three years
- $330,317FY2023
- $363,748FY2024
- $393,421FY2025
CEO total pay was $393,421 in fiscal 2025, up from $363,748 in fiscal 2024.
FY2025: salary $293,810 · stock awards $15,240
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Frederick | $293,810 | — | $15,240 | — | $42,344 | — | $42,027 | $393,421 |
| President, Chief Executive Officer | ||||||||
| Joshua Stevens | 215,627 | — | 15,240 | — | 35,875 | — | 27,420 | 294,162 |
| Chief Financial Officer | ||||||||
| Joseph Mahuron | 151,564 | — | 15,240 | — | 28,113 | — | 42,208 | 237,125 |
| Chief Credit Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Frederick | $393,421 | $363,748 | $330,317 | ↑ +29,673 |
| Joshua Stevens | 294,162 | 270,898 | 194,543 | ↑ +23,264 |
| Joseph Mahuron | 237,125 | 214,001 | 188,094 | ↑ +23,124 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Executive compensation should be structured in a way that aligns with long-term shareholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Frederick | RSU | 540 | — | $31,968 |
| Joseph Mahuron | RSU | 540 | — | 31,968 |
| Joshua Stevens | RSU | 540 | — | 31,968 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Mark D. ShiremanIndependent · Nominating Committee | $20,299 | $2,843 | — | — | $3,686 | $37,327 |
| Lou Ann MooreIndependent · Compensation Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Robert C. GuilfoyleIndependent · Audit Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| William I. Orwick SrIndependent · Audit | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Pamela G. KraftIndependent · Executive Committee · Audit Committee · Nominating Committee (Chair) | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Christopher L. ByrdIndependent · Executive Committee · Audit Committee · Nominating Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Dana L. HuberIndependent · Compensation Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| William W. HarrodIndependent · Executive Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Kathryn W. ErnstbergerIndependent · Executive Committee (Chair) · Compensation Committee · Nominating Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Carolyn E. WallaceIndependent · Executive Committee · Audit Committee (Chair) | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Jill S. SaegesserIndependent · Executive Committee · Compensation Committee (Chair) · Nominating Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| John M. ShiremanIndependent · Compensation Committee | 20,299 | 2,843 | — | — | 3,686 | 26,828 |
| Michael C. FrederickEmployee director · Executive Committee | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $21,180 |
|---|---|
| Annual equity retainer | $2,843 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $243,588 |
| Equity awards (grant-date value) | $34,116 |
| All other compensation | $44,232 |
| Total cost of the board | $321,936 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names FIRST CAPITAL as a peer
Companies that benchmark against FCAP
1 company names FCAP as a compensation peer
- IF Bancorp, Inc.IROQFY2024
Each company listed discloses FCAP in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FCAP in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | FIRST CAPITAL INC | 2025 | Michael Frederick | $293,810 | $15,240 | — | $42,344 | $393,421 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-18 | 1,470,396 | 120,764 | 41,849 | 92.41% | Passed |
| 2025 | 2025-05-21 | 1,064,486 | 120,132 | 53,945 | 89.86% | Passed |
| 2024 | 2024-05-22 | 1,226,019 | 68,638 | 78,583 | 94.7% | Passed |
| 2023 | 2023-05-24 | 1,236,340 | 194,130 | 60,203 | 86.43% | Passed |
| 2022 | 2022-05-25 | 1,257,131 | 148,732 | 30,010 | 89.42% | Passed |
| 2021 | 2021-05-26 | 1,529,236 | 90,788 | 47,644 | 94.4% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-18 | 92.41%a |
| 2025 | 2025-05-21 | 89.86%b |
| 2024 | 2024-05-22 | 94.7%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (23 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Michael Frederick. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 393,421. View filing ↗
- Section 01, Joshua Stevens. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 294,162. View filing ↗
- Section 01, Joseph Mahuron. DEF 14A, filed 2026-04-08. Section “Executive Compensation”. As printed: 237,125. View filing ↗
- Section 07, pay ratio. 10-K, filed 2026-03-31. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Mark D. Shireman. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 37,327. View filing ↗
- Section 08, Lou Ann Moore. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Robert C. Guilfoyle. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, William I. Orwick Sr. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Pamela G. Kraft. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Christopher L. Byrd. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Dana L. Huber. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, William W. Harrod. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Kathryn W. Ernstberger. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Carolyn E. Wallace. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Jill S. Saegesser. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, John M. Shireman. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 26,828. View filing ↗
- Section 08, Michael C. Frederick. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-22. Item 5.07 · say-on-pay result. As reported: 92.41% (votes for as printed: 1,470,396). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-28. Item 5.07 · say-on-pay result. As reported: 89.86% (votes for as printed: 1,064,486). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-29. Item 5.07 · say-on-pay result. As reported: 94.7% (votes for as printed: 1,226,019). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 243,588 + equity 34,116 + all other 44,232 = 321,936, summed across the director compensation table rows.
- FIRST CAPITAL INC (subject), Section 10b CEO total. DEF 14A, filed 2026-04-08. CEO total compensation as printed in FIRST CAPITAL INC's own proxy. As printed: 393,421. View filing ↗