Joshua P. Stevens
About Joshua P. Stevens
Executive Vice President, Chief Financial Officer and Treasurer of First Capital, Inc. (principal financial and accounting officer); appointed CFO on March 31, 2023, and serves currently in these roles . Company performance context: net income was $11.94M in 2024, $12.79M in 2023, and $11.90M in 2022; cumulative TSR (value of initial $100) measured $61.16 (2024), $51.13 (2023), $43.90 (2022) . Education and age were not disclosed in FCAP’s proxy statements.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Capital, Inc. | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | 2023–present | Signed CEO/CFO certifications and Sarbanes-Oxley Section 906 certifications on FCAP quarterly reports; responsible for disclosure controls and ICFR certifications . |
External Roles
No external directorships or outside roles disclosed in FCAP filings for Joshua P. Stevens.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $150,000 | $207,333 |
| All other compensation ($) | $18,405 | $25,608 |
Breakdown of “All Other Compensation” (2024):
| Component | Amount ($) |
|---|---|
| Employer 401(k) contributions | $14,513 |
| Health insurance | $8,518 |
| Disability insurance | $1,065 |
| Life insurance | $235 |
| Vision insurance | $40 |
| Employer HSA contribution | $1,000 |
Compensation structure notes:
- Stevens’ base salary increased from $150,000 (2023) to $207,333 (2024) as CFO, reflecting role transition and compensation normalization post-appointment .
- FCAP uses a supplemental cash bonus plan tied to bank profitability and efficiency thresholds, with bonuses paid after year-end .
Performance Compensation
Cash incentive (Bonus Plan) — actual payouts:
| Year | Metric | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | Bank profitability/efficiency thresholds (Bonus Plan) | Not disclosed | Not disclosed | $17,738 | Cash (paid Q1 2024) |
| 2024 | Bank profitability/efficiency thresholds (Bonus Plan) | Not disclosed | Not disclosed | $26,587 | Cash (paid Q1 2025) |
Equity awards (restricted stock) and vesting:
| Grant date | Type | Shares | Grant-date fair value | Vesting schedule |
|---|---|---|---|---|
| Feb 20, 2024 | Restricted common stock | 300 | $28.00 per share | 1/5 annually each July 1, 2025–2029 (60 shares per year) |
| Mar 11, 2025 | Restricted common stock | 300 | $37.90 per share | 1/5 annually each July 1, 2026–2030 (60 shares per year starting 2026) |
Outstanding equity awards at year-end:
| As of | Unvested RSUs (shares) | Market value ($) |
|---|---|---|
| Dec 31, 2024 | 300 | $9,675 (at $32.25) |
Plan-level context:
- FCAP recognizes restricted stock compensation ratably over vesting; nonvested shares ended Q3 2025 at 6,240 across the plan, with $192,000 unrecognized compensation expense and weighted average recognition period of 4.4 years (company-level disclosure) .
Equity Ownership & Alignment
| As of | Beneficial ownership (shares) | Ownership % of outstanding | Vested vs unvested | Pledging |
|---|---|---|---|---|
| Apr 1, 2024 | 1,394 | <1.0% | Includes 300 restricted shares (unvested) | None of the named individuals pledged shares |
| Apr 1, 2025 | 1,995 | <1.0% | Includes 600 restricted shares (combines 2024 and 2025 grants) | None of the named individuals pledged shares |
Options and hedging:
- No stock options outstanding as of Dec 31, 2024; FCAP’s outstanding equity awards for NEOs were restricted stock only .
- No hedging or pledging practices were disclosed beyond the statement that none of the named individuals pledged their shares .
Stock ownership guidelines:
- No executive stock ownership guidelines or compliance status were disclosed in the proxy statements reviewed.
Employment Terms
Change-in-control agreements (double trigger):
- Date: Joshua P. Stevens entered into a Change in Control Agreement with FCAP and First Harrison on January 6, 2023 .
- Trigger: CIC followed by termination within 12 months (voluntary for specified “good reason” or involuntary other than for cause) .
- Economics: Lump-sum severance equal to 3× sum of wages, salary, bonus, and other compensation paid in the preceding 12 months; plus 12 months of continued life, medical, dental, and disability coverage; payments limited to avoid 280G “excess parachute” penalties .
- Estimated CIC termination benefits as of Dec 31, 2024 (Stevens): Salary $622,000; Bonus $158,410; Benefits $10,094; Equity vesting value $9,675; Total $800,179 .
Other employment terms:
- No separate non-compete/non-solicit, clawbacks, tax gross-ups, or deferred compensation elections were disclosed for Stevens in the proxies reviewed .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstentions | Broker non-votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (May 21, 2025) | 1,064,486 | 120,132 | 53,945 | 1,014,032 |
Investment Implications
- Pay-for-performance alignment: Stevens’ cash bonuses are tied to bank profitability and efficiency thresholds; actual payouts increased from $17.7K (2023) to $26.6K (2024), consistent with stronger operating metrics and improved TSR in 2024, supporting incentive linkage to performance .
- Vesting cadence and selling pressure: RSUs vest in equal annual tranches of 60 shares each July 1 over five years; near-term vesting dates (July 1, 2025–2029 and 2026–2030) create predictable supply but small size reduces selling pressure risk at the executive level .
- Ownership alignment: Beneficial ownership of 1,995 shares (including 600 restricted) and no pledged shares suggest alignment without leverage-induced risk; ownership remains <1% given FCAP’s share count .
- Retention and transition risk: Double-trigger CIC protection (3× cash comp plus 12 months benefits) materially lowers retention risk around corporate actions while capping parachute exposure via 280G cutbacks; estimated CIC value for Stevens was $800,179 at YE 2024 .
- Governance signal: Say-on-pay received strong support (1.06M “For” vs 0.12M “Against”), indicating shareholder approval of comp structure during the period that includes Stevens’ tenure as CFO .
Overall, compensation features are conservative (restricted stock over multi-year schedules; no options outstanding; no gross-ups), with cash incentives tied to profitability/efficiency. The double-trigger CIC and predictable vesting imply low forced selling risk and steady alignment, while strong say-on-pay outcomes reduce governance overhangs .