Pamela G. Kraft
About Pamela G. Kraft
Pamela G. Kraft is an independent director of First Capital, Inc. (FCAP), age 66, serving on the Board since 2010 . She is Vice President and Treasurer of the Funeral Consumer Guardian Society and President of JPK Services, Inc., bringing local market and small business insight to FCAP’s Board . She is deemed independent under Nasdaq rules (notwithstanding standard bank lending relationships reviewed by the Board), and she attended the 2024 annual meeting (all directors attended except two others) . Her beneficial ownership totals 3,029 FCAP shares (<1% of outstanding), including 225 restricted shares and 400 shares held by her spouse’s IRA; no pledged shares were disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Funeral Consumer Guardian Society | Vice President & Treasurer | Current | Community ties; local business insight |
| JPK Services, Inc. | President | Current | Small business leadership; local market perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships reported for Kraft |
| Civic/other organizations | Not disclosed | — | No additional board roles disclosed beyond biography |
Board Governance
- Independence: The Board considers all directors independent except the current and former CEO; Kraft is independent despite standard-regulated bank loans considered in the independence review .
- Board tenure: Director since 2010 .
- Board leadership: Independent Chairperson of the Board (Kathryn W. Ernstberger); Kraft does not hold the Chair role .
- Committees: Audit Committee and Compensation Committee member (not Chair) .
- Committee meeting cadence (2024): Audit 9 meetings; Compensation 2; Nominating 3; Executive Committee 0 .
- Annual meeting attendance: All directors attended in 2024 except Robert C. Guilfoyle and John M. Shireman; implies Kraft attended .
- Board meeting frequency: 12 meetings in 2024 (Company and Bank) .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 9 |
| Compensation | Yes | No | 2 |
| Nominating | No | — | 3 |
| Executive | No | — | 0 |
Fixed Compensation
| Year/Item | Amount | Details |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $19,521 | Non-employee director cash compensation |
| 2024 All Other Compensation | $2,812 | Bonus earned in 2024 and paid Q1 2025 |
| 2024 Total | $24,433 | Sum of cash, stock, and other compensation |
| 2025 Monthly Director Fee | $1,697/month | Paid for First Harrison Bank Board; no separate committee or FCAP Board fees |
| Committee/Meeting Fees | None | No separate fees for committees or FCAP Board |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Fair Value | Plan | Vesting/Performance Terms |
|---|---|---|---|---|---|
| Restricted Stock | Feb 20, 2024 | 75 | $2,100 (at $28.00 close) | 2019 Equity Incentive Plan | Award made “based on the Company’s 2024 performance”; specific performance metrics and vesting schedule for directors not disclosed |
- Performance metrics for director equity: Not disclosed; the 2024 director restricted stock award is described as based on Company performance without specifying targets or measures .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed |
| Interlocks with FCAP competitors/suppliers/customers | Not disclosed |
| Related-party transactions | Board considered standard bank loans/lines of credit to certain directors (including Kraft) under banking regulations; no transactions >$120,000 beyond regulated lending programs reported |
Expertise & Qualifications
- Community and small-business expertise via leadership roles at Funeral Consumer Guardian Society and JPK Services, providing local market insight to the Board .
- Independent director with over a decade of FCAP board service, contributing to Audit and Compensation committee oversight .
Equity Ownership
| Holder | Shares | Components | Ownership % of 3,355,353 Outstanding | Notes |
|---|---|---|---|---|
| Pamela G. Kraft | 3,029 | Includes 225 restricted shares; 400 shares held by spouse’s IRA | <1.0% | No pledged shares disclosed |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) supports oversight of financial reporting and pay practices; consistent annual meeting attendance; meaningful personal share ownership (3,029 shares) with no pledging disclosed .
- Compensation alignment: Director pay mixes modest cash retainer and annual restricted stock grants; equity component (75 shares in 2024) supports alignment, though specific performance metrics for director awards are not disclosed .
- Attendance/engagement: Board met 12 times in 2024; a single director (not Kraft) was below 75% attendance, indicating no attendance concerns disclosed for Kraft; she attended the 2024 annual meeting .
- Potential conflicts: Loans/lines of credit to certain directors (including Kraft) are permitted under banking regulations and reviewed by the Board; independence affirmed; nonetheless, regulated lending to directors is a governance sensitivity in banking .
- Policy red flag (mild): Company states it does not have a comprehensive written policy for reviewing/approving related-party transactions, relying on banking regulation thresholds and Code of Ethics disclosure obligations; while compliant, investors may prefer formal RPT policy specificity .
- Committee expertise: Audit Committee “financial expert” designation is held by other members (Byrd, Orwick, Wallace); Kraft is an Audit member but not identified as a financial expert, which is typical yet relevant to risk oversight depth .