Robert C. Guilfoyle
About Robert C. Guilfoyle
Independent director of First Capital, Inc. (FCAP) since 2018; age 36. Founder and past CEO of Abe AI, Inc.; currently CEO of PinSeeker, FP, providing payment platforms for the indoor golf industry. Holds a B.S. in Informatics with a focus on Information Security and Computer Science from Indiana University. His technology and financial background is cited for enhancing vendor leverage and customer experience initiatives at the Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abe AI, Inc. | Founder and past Chief Executive Officer | Not disclosed | Technology and financial background supports vendor leverage and digital experience at the Bank |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| PinSeeker, FP | Chief Executive Officer | Current (dates not disclosed) | Works with golf simulation companies providing payment platforms for the indoor golf industry |
Board Governance
- Independence: Independent under Nasdaq rules (only the current and former CEO are non-independent) .
- Committee assignments (2024 activity/2025 proxy): Audit Committee member; Audit met 9 times in 2024. Compensation met 2 times; Nominating met 3 times; no meeting fees and no committee-specific fees are paid .
- Attendance:
- 2024 annual meeting: Did not attend (alongside John M. Shireman) .
- 2023: Attended fewer than 75% of Board and Committee meetings .
- 2022: Attended fewer than 75% of Board and Audit Committee meetings .
- Board leadership: Chairperson Kathryn W. Ernstberger (independent) .
| Governance Item | Detail |
|---|---|
| Committee membership | Audit Committee (member) |
| Committee chair roles | None (Audit Chair is Carolyn E. Wallace; Compensation Chair is Jill S. Saegesser; Nominating Chair is Dana L. Huber) |
| Independence designation | Independent director |
| 2024 annual meeting attendance | Absent |
| 2023 meeting attendance | <75% of Board and Committee meetings |
| 2022 meeting attendance | <75% of Board and Audit Committee meetings |
Fixed Compensation
| Metric (USD unless noted) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $18,050 | $18,768 | $19,521 |
| Stock Awards (fair value) | — | $2,100 (75 restricted shares; granted 02-20-2024; value at $28.00) | $2,100 (75 restricted shares; granted 02-20-2024; value at $28.00) |
| All Other Compensation | $1,805 (bonus for prior year) | $2,564 (bonus for prior year) | $2,812 (bonus for prior year) |
| Total | $19,855 | $23,432 | $24,433 |
| 2025 Board cash fee policy | $1,697 per month; no separate committee fees |
Notes:
- Director stock award: 75 restricted shares under the 2019 Equity Incentive Plan; grant date 02-20-2024; fair value at $28.00 per share .
- “All Other Compensation” represents supplemental bonus earned for the prior year and paid in Q1 of the following year .
Performance Compensation
| Element | Design | Metrics/Triggers | Timing |
|---|---|---|---|
| Supplemental Bonus Plan (directors eligible) | Cash incentives when Bank performance exceeds goals | Profitability and efficiency performance goals; thresholds set by Board | Bonuses earned for 2024 paid in Q1 2025 |
| Equity (director annual grant) | Restricted stock | 75 shares; grant 02-20-2024; fair value $2,100; awarded under 2019 Plan (proxy states “based on the Company’s 2024 performance”) | Grant on 02-20-2024; vesting terms for directors not disclosed |
Other Directorships & Interlocks
| Company/Organization | Role | Public company? | Committees/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy materials |
Expertise & Qualifications
- Bachelor of Science in Informatics (Information Security and Computer Science), Indiana University .
- Founder/CEO background in financial technology (Abe AI) and payments (PinSeeker, FP), providing technology and vendor/partnership expertise to the Bank .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| April 1, 2023 | 637 | <1.0% | Includes 325 restricted shares |
| April 1, 2024 | 727 | <1.0% | Includes 275 restricted shares |
| April 1, 2025 | 820 | <1.0% | Includes 225 restricted shares; none pledged |
- Group ownership: All directors and executive officers as a group (15 persons) owned 134,558 shares (4.01%) as of April 1, 2025 .
Governance Assessment
- Strengths:
- Independent director with relevant fintech/payment systems expertise; adds technology and vendor leverage perspective .
- Audit Committee membership supports financial oversight; Audit Committee deemed to include financial experts (other members) and completed required oversight activities .
- No related-party transactions >$120,000 involving him; loans to directors permitted only per standard employee benefit program; Board reviews larger director loans; none flagged for Guilfoyle; none of his shares are pledged .
- Compensation and alignment:
- Modest cash retainer and small annual equity grant; no committee fees; supplemental bonus tied to profitability/efficiency goals suggests some pay-for-performance linkage .
- Concerns / RED FLAGS:
- Attendance below 75% in multiple years (2022, 2023) and missed 2024 annual meeting; persistent attendance shortfalls impair Board effectiveness and investor confidence .
- Shareholder feedback signal:
- 2025 say-on-pay advisory vote: For 1,064,486; Against 120,132; Abstentions 53,945; Broker non-votes 1,014,032 — solid support for executive compensation program; while not director pay-specific, it reflects general governance sentiment .
Related Party & Conflicts Check
- Board notes independence for all directors except CEO and former CEO; Guilfoyle treated as independent .
- No >$120k related-person transactions disclosed; loans to directors permitted only if consistent with employee program; Board pre-approves larger director loans; Guilfoyle not listed among directors with loans reviewed .
- Pledging/Hedging: Beneficial ownership table states none of the named individuals have pledged their shares; no hedging disclosure beyond the Code of Ethics .
Say-on-Pay & Annual Meeting Votes (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 1,064,486 | 120,132 | 53,945 | 1,014,032 |
| Auditor ratification (Crowe LLP) | 2,157,111 | 53,691 | 41,793 | N/A |
| Director elections (four nominees) | See per-nominee tallies (range: For 1,039,540–1,151,319; Against 87,244–199,023) |
Overall governance signal: Strong shareholder support for say-on-pay and director slate in 2025; persistent attendance issues remain a governance risk for Guilfoyle .
Summary Implications
- Board effectiveness: Technology expertise is additive, but repeated attendance shortfalls pose a material governance risk; investors should monitor attendance improvement and Committee contributions .
- Alignment: Small recurring equity grants and supplemental performance bonuses create some alignment; ownership remains small (<1%) but unpledged; no related-party exposures disclosed .
- Risk oversight: Audit Committee participation supports financial reporting oversight; continued participation and attendance are critical to mitigate risk .