Carolyn E. Wallace
About Carolyn E. Wallace
Carolyn E. Wallace is an independent director of First Capital, Inc. (FCAP), serving since 2010. She is Director of Business Operations for South Harrison Community School Corporation and is trained as a certified public accountant, qualifying as an “audit committee financial expert.” She is age 56 as of the 2025 annual meeting and has over 15 years of board tenure, providing accounting and financial oversight expertise to FCAP’s board .
Past Roles
- No prior roles beyond her current position were disclosed in FCAP’s 2024–2025 proxy statements .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| South Harrison Community School Corporation | Director of Business Operations | Not disclosed | CPA training and accounting background underpin audit oversight competency |
Board Governance
| Committee | 2024 Meetings | Membership | Chair Role | Notes |
|---|---|---|---|---|
| Executive | 0 | Member | — | Reviews major issues between board meetings |
| Audit | 9 | Member | Chair | Designated “audit committee financial expert” by the board |
| Compensation | 2 | — | — | Committee oversees CEO and director pay; Wallace not a member |
| Nominating | 3 | Member | — | Oversees director nominations and qualifications |
- Independence: The board determined all directors except the current and former CEOs are independent under Nasdaq rules; loans/lines of credit to certain directors, including Wallace, were considered in the independence assessment .
- Attendance: In 2024, directors Guilfoyle and Huber attended fewer than 75% of meetings; Wallace was not cited, implying ≥75% attendance. In 2025, only Huber was below 75%; Wallace again not cited .
- Shareholder communications: The company directs accounting/financial policy communications to the Audit Committee chair, i.e., Ms. Wallace, underscoring her engagement in oversight .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 18,768 | 19,521 |
| All Other Compensation ($) | 2,564 (annual bonus for 2023, paid Q1 2024) | 2,812 (annual bonus for 2024, paid Q1 2025) |
| Total ($) | 23,432 | 24,433 |
| Directors’ Fees (Monthly) | 2024 | 2025 |
|---|---|---|
| Cash retainer per month ($) | 1,632 | 1,697 |
| Committee fees | None | None |
Performance Compensation
| Stock Awards | FY 2023 Grant | FY 2024 Grant |
|---|---|---|
| Restricted Stock | 75 shares; grant value $2,100 (closing price $28.00 on Feb 20, 2024) | 75 shares; grant value $2,100 (closing price $28.00 on Feb 20, 2024) |
| Performance Plan Linkage | Description |
|---|---|
| Supplemental Bonus Plan | Directors and executives receive cash incentives when bank performance exceeds profitability and efficiency thresholds; director bonuses were paid in the subsequent year (as shown in All Other Compensation above) |
Note: Proxy does not disclose director equity vesting schedules; restricted award specifics (dates/vesting) are not provided for directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards or interlocks identified in 2024–2025 proxy filings |
Expertise & Qualifications
- Audit committee financial expert; CPA training and accounting background .
- Current operating role overseeing business operations at a public school corporation (budgeting/controls relevance) .
- Independent director under Nasdaq rules .
Equity Ownership
| Metric | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Shares Beneficially Owned | 2,189 (includes 275 restricted) | 2,264 (includes 225 restricted) |
| % of Common Stock Outstanding | <1% (3,353,810 shares outstanding) | <1% (3,355,353 shares outstanding) |
| Pledged as Collateral | None (company states no pledges by named individuals) | None (company states no pledges by named individuals) |
Shareholder Feedback and Votes
| Say-on-Pay (Advisory) | 2024 Votes | 2025 Votes |
|---|---|---|
| For | 1,226,019 | 1,064,486 |
| Against | 68,638 | 120,132 |
| Abstain | 78,583 | 53,945 |
| Broker Non-Votes | 1,070,621 | 1,014,032 |
| Approval % of Votes Cast | ~89.3% (For / (For+Against+Abstain)) | ~85.9% (For / (For+Against+Abstain)) |
| Director Election – Carolyn E. Wallace (2024) | Votes |
|---|---|
| For | 1,246,721 |
| Against | 91,485 |
| Abstain | 35,033 |
| Broker Non-Votes | 1,070,621 |
| Support % of Votes Cast | ~90.8% (For / (For+Against+Abstain)) |
Insider Trades & Section 16 Compliance
| Year | Section 16(a) Compliance Status | Notes |
|---|---|---|
| 2023 | Compliant | Company reports all directors and officers complied with reporting requirements |
| 2024 | Compliant | Company reports all directors and officers complied with reporting requirements |
Related Party Transactions and Conflicts
- Director/officer loans: Permitted under Sarbanes-Oxley’s banking exemption; made on substantially the same terms as comparable customer loans, with board pre-approval above regulatory thresholds; employees (including directors) may participate in a general employee-rate discount program .
- Independence: Board explicitly considered outstanding loans/lines of credit in assessing independence; Wallace deemed independent under Nasdaq rules .
- Other transactions: No transactions >$120,000 with directors/officers since the prior fiscal year beyond permissible lending noted above .
Governance Assessment
- Strengths: Long-tenured independent director; Audit Committee Chair and designated financial expert; strong re-election support in 2024; consistent attendance; shareholder engagement channel through Audit Chair; conservative director pay structure (cash retainer + small RSU grants; no committee fees) .
- Alignment: Holds a personal equity stake with no pledging; recurring restricted stock awards support alignment; director bonuses tied to bank profitability/efficiency thresholds .
- Watch items:
- Related-party lending to directors (including Wallace): permissible and regulated, but warrants continued monitoring for terms and board pre-approval discipline .
- Say-on-pay support dipped in 2025 vs 2024 (~85.9% vs ~89.3%), modest but worth tracking for investor sentiment .
RED FLAGS (currently mitigated): Director/officer lending exists but is governed by banking regulations and board oversight; no evidence of preferential terms or transactions >$120k; no share pledging; Wallace’s attendance above threshold and strong election support reduce governance risk .