Joseph D. Mahuron
About Joseph D. Mahuron
Joseph D. Mahuron is Chief Credit Officer and a named executive officer (NEO) of First Capital, Inc. (First Harrison Bank) with responsibilities tied to credit risk and profitability. He beneficially owns 6,017 shares, including 1,624 ESOP-allocated shares and 750 restricted shares, with no pledging indicated; ownership is less than 1% of shares outstanding (3,355,353 as of April 1, 2025) . Executive pay is linked to profitability and efficiency goals under a supplemental bonus plan largely determined by the Bank’s pre-tax income, with equity awarded upon meeting thresholds . Company performance context: cumulative TSR based on a $100 investment reached $61.16 by 2024, while net income was $11.94 million in 2024 vs. $12.79 million in 2023 .
Past Roles
Skipped — not disclosed in the 2025 proxy .
External Roles
Skipped — not disclosed in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $131,607 | $145,133 |
| All Other Compensation ($) | $28,891 | $35,887 |
| Total Fixed Compensation ($) | $160,498 | $181,020 |
All Other Compensation – 2024 detail:
| Component | Amount ($) |
|---|---|
| Employer 401(k) contributions | $10,159 |
| Health insurance | $23,451 |
| Disability insurance | $1,065 |
| Life insurance | $172 |
| Vision insurance | $40 |
| Employer HSA contribution | $1,000 |
Notes:
- Executive director fees only apply to the CEO; not applicable to Mahuron .
- Per the proxy’s stock ownership table, no pledging by named individuals (alignment positive) .
Performance Compensation
Non-Equity Incentive Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Incentive ($) | $19,196 | $21,611 |
Bonus Plan framework:
- Bonuses are earned when performance exceeds profitability and efficiency thresholds; awards are largely determined by pre-tax income performance, with provisions for stock compensation if thresholds are met .
Equity Awards (RSUs)
| Grant Date | Shares | Grant Basis / Fair Value | Vesting Schedule |
|---|---|---|---|
| Feb 20, 2024 | 300 | Based on closing price $28.00 on grant date | 1/5 each July 1 from 2025–2029 |
| Mar 11, 2025 | 300 | Based on closing price $37.90 on grant date | 1/5 each July 1 from 2026–2030 |
Outstanding unvested RSUs at 12/31/2024:
| Unvested Shares | Market Value (12/31/2024) | Scheduled Vesting |
|---|---|---|
| 450 | $14,513 [closing price $32.25] | 210 on Jul 1, 2025; 60 on Jul 1, 2026; 60 on Jul 1, 2027; 60 on Jul 1, 2028; 60 on Jul 1, 2029 |
Stock vested in 2024:
| Shares Vested | Value Realized |
|---|---|
| 250 | $7,625 (based on $30.50 on Jul 1, 2024) |
Performance Plan Table (structure)
| Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Bank pre-tax income | Not disclosed | Not disclosed | Not disclosed | Cash + potential equity subject to thresholds | RSU vesting per grant schedules |
| Efficiency goals | Not disclosed | Not disclosed | Not disclosed | Cash + potential equity subject to thresholds | RSU vesting per grant schedules |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total shares beneficially owned | 6,017 |
| Ownership % | <1% of 3,355,353 shares outstanding |
| ESOP allocation | 1,624 shares (voting but not investment power) |
| Restricted shares held | 750 shares |
| Options (exercisable/unexercisable) | None outstanding as of 12/31/2024 |
| Shares pledged as collateral | None; no pledging by named individuals |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Change-in-Control Agreement date | Jan 3, 2023 (with First Harrison and First Capital) |
| Trigger type | Double-trigger: change in control followed within 12 months by voluntary “good reason” termination or involuntary termination (other than cause) |
| Severance multiple | 3x sum of wages, salary, bonus, and other compensation paid in the prior 12 months; lump sum within 30 days post-termination |
| Continued benefits | Life, medical, dental, disability for 12 months |
| 280G cap | Payments limited to avoid excess parachute payments under IRC §280G |
| Company guarantee | All payments guaranteed by First Capital; fee-shift if executive prevails in disputes |
Potential payments upon Change-in-Control Termination (as of 12/31/2024; stock at $32.25):
| Component | Amount ($) |
|---|---|
| Salary | $435,400 |
| Bonus | $130,420 |
| Benefits | $24,728 |
| Stock awards (accelerated vesting) | $14,513 |
| Total | $605,061 |
Performance & Track Record
| Year | TSR value (on $100 initial) | Net Income ($) |
|---|---|---|
| 2022 | $43.90 | $11,902,000 |
| 2023 | $51.13 | $12,790,000 |
| 2024 | $61.16 | $11,940,000 |
Notes:
- From 2023 to 2024, net income decreased by 6.6% while cumulative TSR increased by 19.6% .
Compensation Structure Analysis
- Pay mix shows a modest cash incentive overlay on salary with multi-year RSU vesting; RSUs vest one-fifth annually, creating ongoing alignment and measured supply over 2025–2029 .
- Performance pay is tied to profitability and efficiency, with equity awards contingent on meeting thresholds; specific weights and targets are not disclosed, limiting precision in pay-for-performance calibration .
- No options outstanding or repricing; RSU-based equity reduces risk vs. stock options, consistent with community bank practices .
- No pledging of shares; no related-party transactions >$120,000 reported—positive governance signals .
Risk Indicators & Red Flags
- Pledging/hedging: None indicated; pledging explicitly not present for named individuals .
- Option repricing: None; no options outstanding .
- Related party transactions: None >$120,000 since last fiscal year .
- Change-in-control economics: 3x cash comp and 12 months benefits, double-trigger; retention strong, but could represent material cost in a sale scenario .
- Clawbacks/tax gross-ups: Not disclosed; payments constrained by 280G .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation is on the 2025 agenda; prior-year percentages not disclosed in this proxy .
Compensation Peer Group
Skipped — not disclosed in the 2025 proxy .
Expertise & Qualifications
Skipped — detailed education and age for Mahuron not disclosed in the 2025 proxy .
Work History & Career Trajectory
Skipped — not disclosed in the 2025 proxy .
Compensation Committee Analysis
- Compensation Committee oversees CEO pay and recommends executive agreements; independent under Nasdaq rules; meets periodically to review pay-for-performance alignment .
- Use of independent consultants not specified; committee membership and meeting frequency disclosed .
Investment Implications
- Alignment: Multi-year RSUs with no pledging and modest share ownership support alignment; scheduled vesting on July 1 each year may create periodic supply but not necessarily selling pressure .
- Retention: Double-trigger CIC with 3x cash comp and benefits provides strong retention but elevates change-of-control costs; from an M&A perspective, expect negotiated offsets due to 280G constraints .
- Performance sensitivity: Cash incentives tied principally to pre-tax income and efficiency suggest responsiveness to credit quality and margin management—key levers under Mahuron’s remit; lack of disclosed metric weights reduces transparency for precise pay-performance benchmarking .
- Governance: No notable red flags in pledging or related-party transactions; predictable RSU cadence and absence of options/repricing reduce volatility in incentive outcomes .