Kathryn W. Ernstberger
About Kathryn W. Ernstberger
Independent Chairperson of the Board at First Capital Inc. (FCAP), age 62, serving as a director since 2003, and a professor of Decision Sciences at Indiana University Southeast with expertise in quantitative business analysis, statistics, and mathematical modeling . The Board affirms her independence under Nasdaq Rules; she chairs the Board separate from the CEO role and engages with management on strategy and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Capital Inc. | Director | Since 2003 | Executive Committee Chair; member of Compensation and Nominating Committees |
| First Capital Inc. | Chairperson of the Board | Current | Independent Chair overseeing strategy and risk discussions with management |
| Indiana University Southeast | Professor of Decision Sciences | Current | Provides quantitative analysis capabilities to Board decision-making |
External Roles
- No other public-company directorships disclosed; proxy biography lists academic role and FCAP Board service only .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq Rules; only CEO Michael C. Frederick and former CEO William W. Harrod are non-independent . |
| Board leadership | Serves as independent Chairperson; meets regularly with management on strategy and risk; does not vote on related-party transactions . |
| Board meetings (2024) | Board held 12 meetings; First Harrison Bank Board also held 12 meetings . |
| Annual meeting attendance (2024) | All directors attended except Robert C. Guilfoyle and John M. Shireman (Ernstberger attended) . |
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Committee | Chair | 0 |
| Compensation Committee | Member | 2 |
| Nominating Committee | Member | 3 |
- Audit Committee independence and expertise affirmed at Board level; not a member (committee chaired by Carolyn E. Wallace) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $18,768 | $19,521 |
| Committee/Meeting Fees ($) | No separate fees paid | No separate fees paid |
| Board Monthly Retainer ($ per month) | 2024 | 2025 |
|---|---|---|
| First Harrison Bank Board | $1,632 | $1,697 |
Notes:
- No separate fees for service on committees or on First Capital’s Board .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $2,100 | $2,100 |
| Annual Bonus ($) | $2,564 | $2,812 |
| Director Equity Grant Details (2024) | Value |
|---|---|
| Grant date | February 20, 2024 |
| Restricted shares granted | 75 |
| Fair value per share | $28.00 |
| Total grant fair value | $2,100 |
| Bonus Plan Design (applies to executives and directors) | Details |
|---|---|
| Eligibility | Executive officers and directors eligible |
| Performance metrics | Profitability and efficiency goals/thresholds |
| Payment timing | Bonuses earned in 2024 paid in Q1 2025 |
Other Directorships & Interlocks
- No other public-company boards, roles, or interlocks disclosed for Ernstberger in the proxy .
Expertise & Qualifications
- Professor of Decision Sciences; provides quantitative analysis, statistics, and mathematical modeling expertise to the Board .
- Independent Chair separate from CEO, engaged in risk oversight and strategy with management .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares owned (units) | 2,394 | 2,527 |
| Percent of common stock outstanding | Less than 1.0% | Less than 1.0% |
| Restricted stock included (units) | 275 | 225 |
| Pledged shares | None pledged | None pledged |
| Shares outstanding basis | 3,353,810 (as of Apr 1, 2024) | 3,355,353 (as of Apr 1, 2025) |
Governance Assessment
- Board effectiveness and independence: Ernstberger is independent and serves as non-executive Chair; Board explicitly separates Chair and CEO roles and excludes the Chair from voting on related-party transactions, supporting independent oversight .
- Committee engagement: Active roles on Compensation (2 meetings in 2024) and Nominating (3 meetings) committees; Executive Committee held no meetings in 2024, indicating limited activity in that channel .
- Attendance/engagement: No attendance shortfall flagged for Ernstberger; she attended the 2024 annual meeting (two directors did not) .
- Ownership alignment: Holds 2,527 shares in 2025 including 225 restricted shares; stake is under 1% and none pledged, limiting hedging/pledging concerns but reflecting modest ownership .
- Compensation mix and changes: Cash fees modestly increased year-over-year; equity grants consistent at 75 restricted shares; directors also received cash bonuses under the supplemental plan—non-employee director bonuses are unusual in many governance frameworks and may be viewed as a potential independence risk by some investors despite performance linkage .
- Related-party transactions and conflicts: Board considered independence alongside banking loans/lines of credit to certain directors (not naming Ernstberger); company states no related-party transactions over $120,000 since the prior fiscal year and outlines Board review of larger director/officer loans, mitigating RPT exposure .
- Say-on-pay and shareholder feedback: Advisory vote on executive compensation scheduled annually; Board recommends “FOR,” but results are not disclosed in these materials .
RED FLAGS
- Non-employee director cash bonuses under the supplemental bonus plan, even if performance-based, can raise investor concerns about director independence and pay-for-performance alignment relative to common market practice .
- Executive Committee chaired by Ernstberger met 0 times in 2024; while this may simply reflect limited need for interim actions, persistent inactivity can draw questions on committee utility and leadership leverage .
Mitigants
- Robust independence framework (Chair separate from CEO; Chair excluded from related-party transaction voting) and explicit Board review protocols for director/officer loans .
- No pledging of shares by named individuals, and modest equity grants provide some alignment without excessive risk-taking incentives .