Dana L. Huber
About Dana L. Huber
Independent director of First Capital, Inc. (FCAP); age 57; director since 2015. Vice President, Advocacy and Public Relations at Huber’s Orchard, Winery & Vineyards and co-owner of Starlight Wine & Spirits; prior roles at Humana, Citicorp, and Kindred Healthcare. She previously sat on the Agribusiness Council at the Federal Reserve Bank of St. Louis. Independence: the Board deems all directors independent except the current and former CEOs; Huber is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huber’s Orchard, Winery & Vineyards | Vice President, Advocacy & Public Relations | Not disclosed | Family business leadership; local market insight |
| Starlight Wine & Spirits | Co-owner | Not disclosed | Small business management |
| Humana | Employee (prior role) | Not disclosed | Healthcare experience |
| Citicorp | Employee (prior role) | Not disclosed | Financial services exposure |
| Kindred Healthcare | Employee (prior role) | Not disclosed | Healthcare operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of St. Louis – Agribusiness Council | Council member (previous) | Not disclosed | Agriculture/agribusiness policy exposure |
| Various local/national civic organizations | Board member (current) | Not disclosed | Community engagement; details not specified |
Board Governance
| Governance Item | Status/Details |
|---|---|
| Committees | Executive Committee (member), Nominating Committee (Chair) |
| Audit Committee | Not a member; audit financial experts identified elsewhere |
| Compensation Committee | Not a member |
| Committee meetings in 2024 | Audit: 9; Compensation: 2; Nominating: 3; Executive: 0 |
| Attendance | Attended fewer than 75% of Board and Committee meetings in 2024 (RED FLAG) |
| Independence | Independent under Nasdaq rules |
| Shareholder communications | Send to Chair of Nominating Committee, Dana L. Huber |
Fixed Compensation
| Year | Cash Fees | Equity Grant (Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $19,521 | $2,100 (75 restricted shares at $28.00 on 02/20/2024) | $2,812 (bonus for 2024 performance, paid Q1 2025) | $24,433 |
| 2025 (policy) | $1,697 per month director retainer; no committee or separate First Capital Board fees | — | — | — |
- Mix (2024): Cash 79.9%, Stock 8.6%, Other 11.5% (percentages calculated from disclosed figures) .
Performance Compensation
| Component | Metric/Terms | Grant/Payout Details | Notes |
|---|---|---|---|
| Director cash bonus | Bank profitability and efficiency goals; paid when thresholds exceeded | 2024 bonus paid in Q1 2025; Huber’s “All Other Compensation” = $2,812 | Discretion per supplemental Bonus Plan; exact targets not disclosed |
| Equity award | Restricted common stock | 75 shares granted 02/20/2024 under 2019 EIP; fair value based on $28.00 close ($2,100) | Director annual equity; specific vesting schedule not disclosed for directors |
Signal: Paying directors performance-based cash bonuses tied to bank profitability/efficiency is uncommon at many banks; it can align incentives but may raise questions on independence vs. pay-for-performance design for non-employee directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None disclosed in proxy |
| Prior public company boards | Not disclosed |
| Interlocks/shared boards with customers/suppliers | Not disclosed; no related-party transactions >$120,000 reported |
Expertise & Qualifications
- Sixth-generation family-owned business leadership; strong local market familiarity and consumer environment insight .
- Prior experience in healthcare and financial services (Humana, Citicorp, Kindred Healthcare) .
- Prior agribusiness policy exposure via Fed St. Louis Agribusiness Council .
- Not designated as audit committee financial expert; not on Audit/Compensation committees .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 23,925 shares (includes 10,000 held by spouse; includes 225 restricted shares) |
| % of shares outstanding | 0.713% (23,925 / 3,355,353) |
| Restricted shares | 225 shares included in total |
| Pledged shares | None; proxy notes no pledging by named individuals |
Related-Party & Conflicts Review
- Loans/lines of credit: The Board considered loans or lines of credit made by First Harrison Bank to several directors including Huber when determining independence; such loans must be on substantially the same terms as for the public under federal banking regulations and may include employee-rate discounts under a broad benefit program .
- No other transactions over $120,000: The Company reports no other transactions with directors/executives exceeding $120,000 since the prior fiscal year, and none currently proposed .
Governance Assessment
- Attendance risk: Fewer than 75% attendance at Board/Committee meetings in 2024 is a clear governance red flag, potentially signaling engagement or scheduling issues; investors may press for improvement or reconsideration of committee chair responsibilities .
- Committee influence: As Nominating Committee Chair, Huber drives director candidate selection and governance processes; shareholder communications are directed to her, increasing accountability for board composition and refreshment .
- Independence context: Despite bank-related credit relationships permissible under regulation, Huber is classified independent; continued adherence to same-terms lending and board review/approval processes mitigates conflict concerns .
- Pay structure: Director pay includes both cash fees and performance-driven bonus plus small equity grants. Performance-linked director bonuses may support alignment but warrant scrutiny for independence impacts and clarity of metrics/thresholds (targets not disclosed) .
- Ownership alignment: Moderate personal and spousal holdings (0.713% of shares outstanding), no pledging, and ongoing restricted shares provide some “skin in the game” without leverage risk .
RED FLAGS
- <75% meeting attendance in 2024 .
- Performance-based director bonuses with undisclosed thresholds/weights; potential independence/perception risk .
- Banking relationships via loans/lines of credit to directors (including Huber) — permitted and reviewed, but a recurring area for conflict oversight .