John M. Shireman
About John M. Shireman
Independent director of First Capital, Inc. (FCAP); age 52; director since 2024. Former President of Trivista (truck dealership) from April 1995 to May 2024; currently Vice President of Operations at Ascendance Truck Centers. Holds a Bachelor of Business and Communications from Bellarmine University. Background emphasizes small-company management and trucking industry operations—a useful barometer for local economic activity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trivista (International Truck dealership) | President | Apr 1995 – May 2024 | Led operations of a 130+ employee dealership; long-term customer and OEM liaison experience; signals operational discipline and community ties. |
| Ascendance Truck Centers | Vice President of Operations (Regional VP) | May 2024 – Present | Oversees operations across a 37-location network; trucking operations insight aids Board’s macro/credit risk perspective. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Truck (OEM) | Member, Product Advisory Board | Not disclosed | Industry product insight; information flow on OEM pipeline and customer needs relevant to commercial lending risk. |
| International Truck (OEM) | Member, Systems Advisory Board | Not disclosed | Systems/process perspective valuable for bank operational efficiency oversight. |
Board Governance
- Independence: Independent under Nasdaq rules (only CEO Michael C. Frederick and former CEO William W. Harrod are non-independent).
- Committee assignments (2024): Nominating Committee member; not chair. Audit and Compensation Committee memberships are not indicated for J. M. Shireman.
- Chair roles: Nominating Committee chaired by Dana L. Huber; Audit chaired by Carolyn E. Wallace; Compensation chaired by Jill S. Saegesser; Board chaired by independent director Kathryn W. Ernstberger.
- Meeting cadence (2024): Audit 9; Compensation 2; Nominating 3; Executive 0.
- Attendance: All directors were encouraged to attend the annual meeting; John M. Shireman did not attend the 2024 annual meeting (along with Robert C. Guilfoyle).
Fixed Compensation
| Component | 2024 Amount ($) | 2025 Framework | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 11,424 | $1,697 per month | 2024 cash fees pro-rated for partial-year service; monthly board fee applies to Bank’s board; no separate fees for committees or for First Capital’s board. |
| Committee Membership Fees | — | None | “No separate fees will be paid for service on committees or on First Capital’s Board of Directors.” |
| Meeting Fees | — | None | Not disclosed; structure indicates flat monthly retainer without per-meeting fees. |
Performance Compensation
| Component | 2024 Amount ($) | Metric Basis | Narrative |
|---|---|---|---|
| Bonus (cash) | 2,164 | Profitability and efficiency goals; largely pre-tax income performance of the Bank | Directors eligible under the supplemental Bonus Plan; amounts earned in 2024 paid in Q1 2025. |
Performance Metric Framework (Bonus Plan)
| Metric | Description |
|---|---|
| Profitability thresholds | Cash incentives paid when Bank performance exceeds specified profitability goals. |
| Efficiency performance goals | Efficiency-focused thresholds support operational discipline. |
| Pre-tax income of the Bank | Incentive compensation largely determined by the Bank’s pre-tax income performance. |
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Selection/arrangements: No arrangements or understandings pursuant to which he was selected as a director.
- Related-party transactions: None requiring disclosure under Item 404(a).
- Broader related-party posture: Company states no transactions >$120,000 with directors/officers since last fiscal year; loans permitted under banking rules on market terms; Board reviews certain loans, but Company lacks a comprehensive written policy for related-party transactions.
Expertise & Qualifications
- Education: Bachelor of Business and Communications (Bellarmine University).
- Technical/industry: Trucking operations management; OEM advisory input (product and systems).
- Board qualifications cited: Small-company management experience and local business insight beyond financial services.
Equity Ownership
| Holder | Shares Owned | Restricted Shares | Percent of Shares Outstanding | Pledged |
|---|---|---|---|---|
| John M. Shireman (as of Apr 1, 2025) | 1,575 | 75 | ~0.047% (1,575 of 3,355,353) | None |
| Notes | — | “Includes 75 shares of restricted stock.” | Shares outstanding: 3,355,353 | “None of the named individuals has pledged his or her shares.” |
Governance Assessment
-
Strengths
- Independent director with operating expertise in trucking, providing useful credit/market risk insight to a community bank.
- Serves on the Nominating Committee; committee independence affirmed under Nasdaq rules; governance charters available.
- No Item 404(a) related-party transactions; no pledging of shares; Section 16 compliance met.
- Shareholder support for executive pay (2024 say‑on‑pay: For 1,226,019; Against 68,638; Abstentions 78,583), indicating broader governance acceptance.
-
Watch items / RED FLAGS
- Did not attend the 2024 annual meeting; while one data point, it’s a minor engagement red flag for a newly appointed director.
- Company lacks a comprehensive written policy for related-party transactions (relies on banking regulations and Board review of director loans); increases dependence on procedural safeguards rather than formal policy.
- Ownership alignment is modest (1,575 shares, including 75 restricted); while standard for small-cap bank boards, lower personal economic exposure can reduce alignment with outside shareholders.
-
Compensation Mix & Signals
- Director pay primarily fixed cash retainer; no committee or meeting fees, which reduces meeting-driven incentives but may limit differentiation for heavier committee workloads.
- Presence of a performance-based bonus for directors tied to profitability/efficiency/pre-tax income supports pay-for-performance philosophy; John received $2,164 for 2024 (paid Q1 2025).
- No 2024 stock award recorded for John in the director compensation table (pro-rated appointment); however, beneficial ownership disclosure includes 75 restricted shares—monitor future equity grant cadence and vesting to assess alignment trend.
-
Board Effectiveness
- Committee load: Nominating Committee involvement aligns with candidate evaluation and board refresh processes; 2024 meetings: 3 (no individual attendance disclosure).
- Board leadership: Independent Chair; clear committee chairs with identified audit financial experts, indicating structured oversight capacity.
Fixed Compensation
| Year/Component | Amount | Detail |
|---|---|---|
| 2024 Fees Earned | $11,424 | Pro-rated for time served as director. |
| 2025 Monthly Fee | $1,697 | Applies to First Harrison’s board; no separate committee or First Capital board fees. |
Performance Compensation
| Year/Component | Amount | Metric Basis | Vesting/Timing |
|---|---|---|---|
| 2024 Bonus (cash) | $2,164 | Profitability and efficiency; largely pre-tax income | Paid Q1 2025 under supplemental Bonus Plan. |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or disclosed interlocks. |
Expertise & Qualifications
- Bachelor of Business and Communications (Bellarmine University).
- Trucking sector operations leadership; OEM advisory board roles (Product and Systems).
- Small-company management and local market insight emphasized by the Board.
Equity Ownership
| As-of Date | Shares Owned | Restricted Shares Included | Pledged | Notes |
|---|---|---|---|---|
| April 1, 2025 | 1,575 | 75 | None | Less than 1% individually; group (15 persons) holds 134,558 shares (4.01%). |
Board Governance
| Area | Status | Notes |
|---|---|---|
| Independence | Independent director | Only CEO and former CEO non-independent. |
| Committees | Nominating Committee member | Committee independence affirmed; 3 meetings in 2024. |
| Annual Meeting Attendance (2024) | Missed | Engagement watch item. |
| Related-Party Transactions Policy | No comprehensive written policy | Relies on banking regs and Board review for loans; no Item 404(a) transactions for John. |
| Say‑on‑Pay (2024) | Passed | 1,226,019 For; 68,638 Against; 78,583 Abstentions. |
Governance Assessment
- Overall, John M. Shireman brings relevant operational expertise and independent status, with clean related‑party posture and modest equity ownership; his Nominating Committee role supports board refresh and independence criteria.
- Key investor watch items include the absence from the 2024 annual meeting and the Company’s lack of a comprehensive related‑party policy—mitigated by banking regulatory frameworks and Board loan oversight.
- Compensation signals show alignment with performance via the supplemental bonus plan, though equity alignment should be monitored in future cycles to assess ownership growth and vesting structures.