Jill S. Saegesser
About Jill S. Saegesser
Independent director at First Capital, Inc. (First Harrison Bank) since 2020; age 53; current term ends in 2027. She serves as Vice President of Redevelopment and Grant Services at the Wheatley Group, LLC (New Albany, IN) and has worked there since 2019; prior to that she worked at River Hills Economic Development Regional Planning Group providing technical assistance to local governments, experience the company notes supports lending and community engagement for the Bank . She is classified as independent under Nasdaq rules (only the CEO and former CEO are non-independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| River Hills Economic Development Regional Planning Group | Technical assistance to local governmental units | Prior to 2019 (start date not disclosed) | Economic development expertise supporting lending/community outreach |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wheatley Group, LLC (New Albany, IN) | Vice President, Redevelopment & Grant Services | 2019–Present | Economic development consultant |
Board Governance
- Independence: Independent director under Nasdaq rules (only CEO Michael C. Frederick and former CEO William W. Harrod are non-independent) .
- Board leadership: Independent Chair (Kathryn W. Ernstberger); CEO and Chair roles are separated .
- Attendance: Proxy discloses that Dana L. Huber attended fewer than 75% of meetings in 2024; no similar notation for Saegesser. All directors attended the 2024 annual meeting except Robert C. Guilfoyle and John M. Shireman (implies Saegesser attended) .
- Term/tenure: Director since 2020; continuing in office with term ending 2027 .
- Committee assignments and activity:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 2 |
| Nominating Committee | Member | 3 |
| Executive Committee | Member | 0 |
- “Audit committee financial expert”: Not designated as such (Audit Committee financial experts are Byrd, Orwick, Wallace) .
- Nominating approach: Board emphasizes financial/regulatory experience, community participation, integrity/independence; re-nomination considers attendance and contributions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $19,521 | Non-employee director cash compensation |
| Equity (grant-date fair value, 2024) | $2,100 | 75 shares restricted common stock granted 2024-02-20 at $28.00 closing price |
| All other compensation (2024) | $2,812 | Described as a bonus earned in 2024 and paid in Q1 2025 |
| Total (2024) | $24,433 | Sum of components |
| 2025 Board retainer | $1,697 per month | No separate fees for committee service or FCAP holding company board |
Performance Compensation
| Item | Detail |
|---|---|
| Director performance bonus (2024) | $2,812; paid in Q1 2025; specific performance metrics not disclosed |
| Equity award (Director, 2024) | 75 restricted shares granted 2024-02-20; grant value $2,100 based on $28.00/share; vesting terms for directors not disclosed in proxy |
Note: The proxy describes executive “Bonus Plan” metrics but does not specify performance metrics for non-employee directors’ bonuses. The presence of a cash “bonus” to independent directors is atypical in many governance frameworks and may raise independence/perception concerns despite the modest size .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Saegesser in the FCAP proxy |
| Prior public company boards | None disclosed |
| Committee roles at other public companies | None disclosed |
| Potential interlocks/conflicts | Not indicated in proxy |
Expertise & Qualifications
- Economic development, redevelopment, and grant services; prior work advising local governmental units .
- Board cites her work as providing opportunities for lending and community support for the Bank .
Equity Ownership
| Holder | Shares Beneficially Owned | Of which, Restricted | % of Shares Outstanding | As-Of Date |
|---|---|---|---|---|
| Jill S. Saegesser | 1,260 | 150 | <1% (approx. 0.04% based on 3,355,353 outstanding) | April 1, 2025 |
| Shares outstanding (reference) | 3,355,353 | — | — | April 1, 2025 |
| Pledging | None of the named individuals has pledged shares | — | — | — |
| Directors & officers (15 persons) | 134,558 (4.01%) | — | 4.01% | April 1, 2025 |
Percent for Saegesser is calculated by us from disclosed share counts and shares outstanding .
Governance Assessment
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Strengths
- Independent director; Compensation Committee Chair; also serves on Nominating and Executive Committees—positions central to CEO pay oversight, succession planning, and interim board actions .
- No disclosure of related-party transactions involving Saegesser; board notes no related-person transactions exceeding $120,000 and loans to certain directors were considered but Saegesser is not listed among those with such loans .
- No pledging of shares; Section 16 compliance affirmed for directors and officers .
- Annual meeting attendance: she is not listed among absentees at the 2024 annual meeting (implies attendance) .
- Shareholder support: 2025 Say-on-Pay passed with 1,064,486 “For” vs. 120,132 “Against” (≈89.8% For of votes cast excluding broker non-votes), suggesting generally favorable investor sentiment toward compensation oversight; director elections also received strong support (she was not up in 2025) .
-
Watch items / potential red flags
- Director cash “bonus” payments: Proxy shows each non-employee director (including Saegesser) received $2,812 as a bonus for 2024 paid in Q1 2025; metrics are not disclosed. Direct cash performance bonuses to independent directors can be viewed as misaligned with best practices that favor retainers and equity for director pay .
- Compensation Committee workload: Compensation Committee met 2 times in 2024; while not inherently inadequate for a small-cap bank, low meeting frequency merits monitoring given heightened scrutiny of incentive design and oversight responsibilities borne by the chair .
-
Additional context
- Board structure and risk oversight are delineated; independent Chair in place; Audit Committee has designated financial experts (not including Saegesser) .
- Nominating criteria emphasize independence, community participation, and skills; re-nomination considers attendance and contributions—no attendance shortfall disclosed for Saegesser .
Appendix: 2025 Shareholder Voting Outcomes (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect directors (4 nominees; Saegesser not up) | See nominee-level results | — | — | 1,014,032 |
| Ratify Crowe LLP (2025 audit) | 2,157,111 | 53,691 | 41,793 | N/A |
| Advisory “Say-on-Pay” | 1,064,486 | 120,132 | 53,945 | 1,014,032 |