Mark D. Shireman
About Mark D. Shireman
Mark D. Shireman is an independent director of First Capital, Inc. (FCAP), age 73, serving on the Board since 1989. He is past Chairperson of the Board of James L. Shireman, Inc. and currently part of the leadership team at Shireman Construction Management, Inc., bringing substantial small-company management experience in FCAP’s operating region . FCAP’s proxy classifies all directors as independent under Nasdaq rules except the current and former CEOs, indicating Mr. Shireman’s independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James L. Shireman, Inc. | Past Chairperson of the Board | Not disclosed | Provides small business leadership experience in FCAP’s local markets |
| — | Director, First Capital, Inc. | Director since 1989 | Long-tenured board member offering regional business insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shireman Construction Management, Inc. | Leadership team member | Not disclosed | External operating experience outside financial services; civic involvement in local communities |
Board Governance
- Independence: Independent under Nasdaq rules (only Michael C. Frederick and William W. Harrod are non-independent) .
- Board leadership: Independent Chairperson Kathryn W. Ernstberger; Audit Chair Carolyn E. Wallace; Compensation Chair Jill S. Saegesser; Nominating Chair Dana L. Huber .
- Attendance: Board held 12 meetings in 2024; only Dana L. Huber is noted as attending fewer than 75% of Board and Committee meetings; no attendance exception disclosed for Mr. Shireman .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation Committee | Member | 2 |
| Audit Committee | Not a member | 9 (committee total) |
| Nominating Committee | Not a member | 3 (committee total) |
| Executive Committee | Not a member | 0 |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $19,521 | Non-employee director cash fees |
| Director Fees (2025) | $1,697 per month | No separate committee fees; no fees for FCAP board service |
Performance Compensation
| Element | 2024 Amount | Metric Type / Trigger | Timing | Notes |
|---|---|---|---|---|
| All Other Compensation (bonus) | $2,812 | “Supplemental bonus plan” tied to Bank profitability and efficiency performance goals/thresholds | Paid Q1 2025 | Directors eligible under Bonus Plan |
| Stock Awards (restricted stock) | $2,100 | 75 shares granted Feb 20, 2024 at closing price $28.00 | Grant date Feb 20, 2024 | Under 2019 Equity Incentive Plan based on 2024 performance; vesting not disclosed for directors |
| Change in Pension Value / Deferred Comp Earnings | $9,322 | Above-market earnings credited to director deferred compensation arrangement | Fiscal 2025 credit | Mr. Shireman maintains a Director Deferred Compensation Agreement (fixed benefit; lump sum or 180-month installments; payable at earlier of age 70, disability, early retirement, or death; deferrals ceased) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in FCAP proxy biography |
| Family/Board interlocks | John M. Shireman (director nominee, current director) on FCAP Board ; Michael L. Shireman served part-year as director in 2024 (compensation table shows prorated director compensation) |
Expertise & Qualifications
- Extensive local small-business management experience through roles at James L. Shireman, Inc. and Shireman Construction Management, Inc., providing insight into FCAP’s local business and consumer environment .
- Business and civic organization involvement in the Bank’s served communities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components / Notes |
|---|---|---|---|
| Mark D. Shireman | 52,004 | 1.55% (based on 3,355,353 shares outstanding) | Includes 7,992 shares owned by spouse, 2,200 shares in spouse’s IRA, and 225 shares of restricted stock; none pledged |
Insider Trades
| Date | Form Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | Proxy notes Section 16(a) reporting compliance for 2024; no specific Form 4 transactions disclosed in proxy |
Related Party Transactions & Conflicts
- Loans: As a bank, FCAP’s subsidiary may extend loans to directors under a broad employee benefit program at discounted rates (permitted by regulation); Board reviews/approves larger director loans; directors named with loans/lines include Byrd, Frederick, Harrod, Huber, Kraft, Moore, Orwick, Wallace; Mr. Shireman is not listed among loan recipients in the independence consideration narrative .
- Transactions >$120,000: None with directors/executives since the beginning of the last fiscal year; none currently proposed .
- Pledging/Hedging: Proxy states none of the named individuals has pledged shares; no hedging/pledging disclosure beyond that statement .
Governance Assessment
- Alignment positives: Independent status under Nasdaq rules ; meaningful ownership (1.55%) including family holdings, with no pledged shares ; service on Compensation Committee supports oversight of pay and performance alignment .
- Oversight infrastructure: Independent committee chairs, clear committee charters, and active Audit Committee practices (including PCAOB-required independence reviews) indicate established governance processes .
- Potential red flags to monitor:
- Family presence on the Board (John M. Shireman as current director; Michael L. Shireman served part-year in 2024) may raise perception of entrenchment or influence networks; monitor for any related-party exposure or preferential treatment (none disclosed >$120k) .
- Above-market earnings credited on a legacy director deferred compensation agreement represent fixed-benefit value not directly performance-linked; ensure transparency and cost discipline around such non-cash accruals .
- Attendance/engagement: Board met 12 times; only Dana L. Huber is flagged for <75% attendance; no attendance exception disclosed for Mr. Shireman .
- Compensation mix: 2024 total of $33,755 comprised of cash fees ($19,521), equity ($2,100), deferred comp earnings ($9,322), and bonus ($2,812) under performance thresholds—reasonable mix with both cash and at-risk elements; continued scrutiny of bonus criteria and any director equity vesting terms is warranted .