Christopher L. Byrd
About Christopher L. Byrd
Christopher L. Byrd is an independent director of First Capital, Inc. (First Harrison Bank’s holding company), age 57, serving on the Board since 2010. He is a licensed attorney (CLLB, LLC, New Albany, IN) and a certified public accountant, and he manages/owns local businesses (Hoosier Hollywood Development, LLC d/b/a Corydon Cinemas; ABCD, LLC d/b/a Busy B’s Car Wash) that provide small business operating experience. The Board designated him an “audit committee financial expert,” reinforcing his finance and governance credentials. He is independent under Nasdaq rules; the Board explicitly considered director banking relationships (including loans/lines of credit to Mr. Byrd) and maintained his independence designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoosier Hollywood Development, LLC (Corydon Cinemas) | Manager/Owner | Current | Provides local market and small-company operating insight to the Board |
| ABCD, LLC (Busy B’s Car Wash) | Owner | Current | Community business perspective outside financial services |
| CLLB, LLC (New Albany, IN) | Licensed Attorney | Current | Legal perspective; paired with CPA credential strengthens audit/controls oversight |
| Certified Public Accountant | CPA (licensed) | Current | Financial reporting and controls expertise; supports Audit Committee work |
External Roles
| Organization | Role | Listing | Committee Positions |
|---|---|---|---|
| Public company boards | None disclosed in proxy | — | — |
No public company directorships/interlocks disclosed; Mr. Byrd’s external roles are private business ownership and professional practice.
Board Governance
- Independence: Independent under Nasdaq rules; Board considered director banking relationships (including Mr. Byrd) and confirmed independence. Only the CEO (Frederick) and former CEO (Harrod) are non‑independent.
- Committee memberships (2024): Executive Committee member; Audit Committee member; not on Compensation or Nominating.
- Financial expert: Identified by the Board as an “audit committee financial expert.”
- Committee meeting cadence (2024): Executive 0; Audit 9; Compensation 2; Nominating 3; Board held 12 meetings.
- Attendance: Only one director (Dana L. Huber) attended <75% in 2024; all others, including Mr. Byrd, met attendance thresholds. Mr. Byrd attended the 2024 annual meeting (absent directors were Guilfoyle and John M. Shireman).
- Board leadership: Independent Chair (Kathryn W. Ernstberger); strong committee structure for risk oversight.
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Cash fees (retainer) | $19,521 | 2024 |
| Committee fees | None (no separate fees for committees or FCAP Board) | 2024–2025 policy |
| Monthly director fee (Bank board) | $1,697 per month | 2025 |
| Meeting fees | None disclosed | 2024–2025 |
Performance Compensation
| Component | Detail | Amount |
|---|---|---|
| Stock awards (restricted common) | 75 shares granted Feb 20, 2024 under the 2019 Equity Incentive Plan; valued at $28.00 per share (grant-date fair value) | $2,100 |
| Cash bonus (“All Other Compensation”) | Earned for 2024 performance; paid Q1 2025 under the supplemental Bonus Plan | $2,812 |
Performance Metrics Table (Director Bonus & Equity Triggers)
| Program | Metrics/Triggers | Notes |
|---|---|---|
| Supplemental Bonus Plan (directors eligible) | Profitability and efficiency performance goals; payout upon exceeding defined thresholds | Bonuses earned in 2024 paid in Q1 2025 |
| 2019 Equity Incentive Plan (director stock awards) | Annual restricted stock grants tied to Company performance (75 shares in 2024) | Vesting terms for director grants not disclosed in proxy |
Mix signals: Directors receive performance-linked cash bonuses and restricted stock grants. This can strengthen alignment but may raise questions on director independence from management if metrics are not clearly board‑specific; disclosures confirm metrics are bank profitability/efficiency oriented.
Other Directorships & Interlocks
| Type | Entity | Notes |
|---|---|---|
| Public company | None disclosed | No public‑company interlocks identified for Mr. Byrd. |
| Private company | Local businesses (cinema, car wash) | Operating roles; no related‑party transactions >$120,000 disclosed. |
Expertise & Qualifications
- Audit committee financial expert; licensed CPA and attorney, providing strong financial reporting, compliance, and legal oversight skillset.
- Small business operator within the Bank’s local markets, offering community and customer insight outside financial services.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 6,090 | Includes 225 restricted shares |
| Ownership as % of outstanding | <1.0% | 3,355,353 shares outstanding as of Apr 1, 2025 |
| Shares pledged as collateral | None; no pledging by named individuals | Alignment positive |
| Vested vs unvested breakdown | Not disclosed for directors | Restricted share vesting details not provided for director grants |
Insider Trades (Section 16)
| Disclosure | Summary |
|---|---|
| Section 16 compliance | Company believes all insiders complied with filing requirements for 2024 transactions; proxy does not list individual Form 4 trades. |
Governance Assessment
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Strengths
- Independent director with formal “audit committee financial expert” designation; skill mix (CPA + attorney + operator) is well‑aligned to Audit Committee oversight.
- Strong engagement: Audit Committee met 9x; Board 12x in 2024; only one director <75% attendance and not Mr. Byrd; Mr. Byrd attended the annual meeting.
- Independent Board leadership (independent Chair).
- Equity ownership; no pledging; beneficial ownership disclosed and modest, consistent with community bank norms.
-
Watch items / RED FLAGS
- Director banking relationships: Board explicitly notes loans/lines of credit to directors including Mr. Byrd; permissible under banking regs and considered in independence determinations, but remain a potential perceived conflict in investor optics.
- Related-party oversight policy: Company states it does not have a comprehensive written policy for review/approval/ratification of related‑party transactions (relies on banking regulation and Board review of certain loans), which is a governance red flag vs. best practices.
- Director performance pay: Directors are eligible for cash incentives under a supplemental Bonus Plan tied to bank profitability/efficiency, and receive performance‑based equity grants; while it fosters alignment, investors may question independence and potential short‑term bias if targets/methodology are not transparent at the director level.
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Overall view
- Mr. Byrd brings strong technical oversight credentials and local market acumen, is independent, and actively engaged via the Audit Committee. The absence of a comprehensive related‑party transaction policy and director eligibility for performance‑based pay warrant monitoring for board independence and alignment concerns.