Lou Ann Moore
About Lou Ann Moore
Lou Ann Moore, age 68, is an independent director of First Capital, Inc. (FCAP) and owner/real estate broker at Century 21 Advantage Plus; she also serves on boards of civic organizations in Jefferson and Bullitt counties, Kentucky. She has served on FCAP’s board since 2018 and brings real estate market expertise relevant to the bank’s footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Century 21 Advantage Plus | Owner & Real Estate Broker | Current | Real estate insights into local markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Civic organizations (Jefferson & Bullitt counties, KY) | Board Member | Current | Community engagement; local market perspective |
Board Governance
- Independence: Independent under Nasdaq rules; only the current and prior CEOs are non-independent. The board considered director loans/lines of credit (including Moore) under banking regulations, yet maintained independence determinations .
- Attendance: Board met 12 times in 2024; only one director (Dana L. Huber) attended fewer than 75%. Lou Ann Moore met the ≥75% threshold; she also attended the 2024 annual meeting (only Guilfoyle and John M. Shireman were absent) .
- Committee assignments (2024): Compensation Committee (member, not chair); Nominating Committee (member, not chair). Moore is not on Audit or Executive Committees. Committee meetings held in 2024: Audit 9; Compensation 2; Nominating 3 .
| Committee | Member? | Chair Role | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Yes | No | 2 | Reviews CEO pay, director pay recommendations |
| Nominating | Yes | No | 3 | Oversees director nominations & qualifications |
| Audit | No | — | 9 | Audit financial experts designated elsewhere |
| Executive | No | — | 0 | Acts between board meetings on delegated issues |
Fixed Compensation
- 2024 Director pay components for Moore:
| Metric | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $19,521 | Monthly board fees at First Harrison Bank; no separate FCAP board/committee fees |
| Perquisites | ≤$10,000 (excluded) | Perquisites did not exceed $10,000 for any director |
- 2025 scheduled fees: $1,697 per month for First Harrison Bank directors; no separate committee or FCAP board fees .
Performance Compensation
- 2024 performance-linked awards and incentives:
| Component | Terms | 2024 Award | Vesting/Timing | Basis/Metric |
|---|---|---|---|---|
| Restricted Stock (RS) | 2019 Equity Incentive Plan | 75 shares; grant-date value $2,100 (Feb 20, 2024 at $28.00 close) | Vesting terms for director awards not specified | Award tied to Company’s 2024 performance |
| Cash Bonus (Bonus Plan) | Supplemental Bonus Plan | $2,812 (earned 2024; paid Q1 2025) | Paid Q1 2025 | Bank performance exceeding profitability and efficiency goals/thresholds; plan covers executives and directors |
- Performance metric framework (disclosed):
- Profitability and efficiency goals/thresholds; incentive largely determined by Bank pre-tax income; directors eligible alongside executives .
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed |
| Private/civic boards | Civic organizations (Jefferson & Bullitt counties, KY) | Board Member | Community ties; specific organizations not named |
Expertise & Qualifications
- Real estate expertise, providing insight into particular real estate markets relevant to lending and collateral considerations .
- Community leadership through civic boards, supporting local market awareness .
Equity Ownership
- As of April 1, 2025:
| Holder | Shares Beneficially Owned | Restricted Shares Included | % of Shares Outstanding |
|---|---|---|---|
| Lou Ann Moore | 775 | 225 | <1.0% (based on 3,355,353 shares outstanding) |
| Pledging | None | — | No pledges by named individuals |
Governance Assessment
-
Strengths:
- Independent director with real estate domain expertise and local market engagement; serves on Compensation and Nominating Committees—key levers for pay and board refreshment .
- Attendance and engagement indicators are solid (≥75% board/committee attendance; present at annual meeting) .
- Transparent director pay with modest equity grants and a performance-based cash bonus tied to bank profitability/efficiency, aligning incentives to operating performance .
-
Potential Risks/Red Flags:
- Director loans/lines of credit exist (including Moore) under bank regulatory exemptions; while permitted and reviewed, they present perceived related-party exposure; however, terms must be substantially the same as public offerings or under broad employee programs, and the board reviews larger exposures .
- Company lacks a comprehensive written policy for related-party transactions; relies on regulatory-driven board approvals for larger loans, which may be viewed as less formalized governance compared to peers with comprehensive policies .
- Ownership alignment is relatively small (<1% ownership; 775 shares), though modest bank director holdings are common for small-cap institutions; restricted stock provides some long-term alignment .
-
Contextual governance notes:
- Independent Board Chair (Ernstberger) supports oversight; Audit Committee has designated financial experts and operates in compliance with SEC/PCAOB standards .
- No separate director committee fees and standardized monthly compensation may reduce incentives to over-serve on committees; equity and performance bonus components provide some at-risk pay linkage .