William I. Orwick, Sr.
About William I. Orwick, Sr.
William I. Orwick, Sr. is an independent director of First Capital, Inc. (FCAP), age 68, serving on the Board since 2010. He is a retired Director from the accounting firm D.M.L.O. CPA’s in New Albany, Indiana, and previously was a partner at Rodefer Moss & Co., PLLC prior to its acquisition by D.M.L.O. in October 2020. He is designated an “audit committee financial expert,” reflecting deep accounting and compliance credentials, and is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.M.L.O. CPA’s (New Albany, IN) | Director (retired) | Not disclosed | Senior accounting leadership; experience relevant to audit oversight |
| Rodefer Moss & Co., PLLC | Partner (prior to acquisition by D.M.L.O. in Oct 2020) | Not disclosed | Public accounting partner; brings financial reporting and compliance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| D.M.L.O. CPA’s | Director (retired) | Not disclosed | Private accounting firm role; no other public company directorships disclosed |
Board Governance
- Independence: Orwick is independent; only the CEO (Michael C. Frederick) and former CEO (William W. Harrod) are non-independent. The Board considered director loans/lines of credit (including Orwick) when determining independence.
- Committee assignments: Audit Committee member; designated audit committee financial expert. Not on Compensation or Nominating Committees; not listed on Executive Committee.
- Committee meeting cadence (2024): Audit (9), Compensation (2), Nominating (3), Executive (0).
- Board meetings: 12 held in 2024.
- Annual meeting attendance: All directors attended the 2024 annual meeting except Robert C. Guilfoyle and John M. Shireman; thus Orwick attended.
| Committee | Role | Chair? | Meetings (2024) |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | No | 9 |
| Compensation | Not a member | — | 2 |
| Nominating | Not a member | — | 3 |
| Executive | Not listed | — | 0 |
Fixed Compensation
- Director fee structure (2025): Members of First Harrison’s Board receive $1,697 per month; no separate fees for committees or for service on First Capital’s Board.
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $19,521 |
| Stock Awards | $2,100 (75 restricted shares at $28.00 on Feb 20, 2024) |
| All Other Compensation | $2,812 (bonus earned 2024, paid Q1 2025) |
| Total | $24,433 |
| 2025 Monthly Retainer | Notes |
|---|---|
| $1,697 | No separate committee or FCAP Board fees |
Performance Compensation
- Equity awards: 75 shares of restricted common stock granted Feb 20, 2024 under the 2019 Equity Incentive Plan; grant-date value $2,100 at $28.00 per share; award linked to the Company’s 2024 performance. Vesting schedule for director awards not separately enumerated beyond “restricted stock”; proxy ownership table indicates 225 restricted shares held by Orwick.
- Bonus: $2,812 earned for 2024 and paid in Q1 2025; the Company’s supplemental Bonus Plan pays incentives when Bank performance exceeds profitability and efficiency goals/thresholds (plan applies to executives and directors). Specific director performance metrics/targets are not individually disclosed.
| Metric/Plan | Measure | Target/Threshold | Outcome Linkage | Notes |
|---|---|---|---|---|
| Supplemental Bonus Plan | Profitability goals | Not disclosed | 2024 bonus paid Q1 2025 | Plan pays when Bank performance exceeds goals and thresholds |
| Supplemental Bonus Plan | Efficiency goals | Not disclosed | 2024 bonus paid Q1 2025 | Specific thresholds not disclosed |
| 2019 Equity Incentive Plan | Company performance (equity grant) | Not disclosed | 75 RS shares granted Feb 20, 2024 | Grant-date value $2,100 at $28/share |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Positions | Potential Interlocks |
|---|---|---|---|---|
| D.M.L.O. CPA’s | Private | Director (retired) | Not applicable | None disclosed |
No other public company boards or interlocks disclosed.
Expertise & Qualifications
- Audit expertise: Designated “audit committee financial expert.” CPA firm leadership background (partner/director), providing strong accounting and compliance oversight capability.
- Local market/SMB insight: Experience with small/local company operations within FCAP’s region, benefiting credit and community banking oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Restricted Shares Included | % of Shares Outstanding | Pledged |
|---|---|---|---|---|
| William I. Orwick, Sr. | 5,847 | 225 | 0.17% (5,847 / 3,355,353) | None (no pledging) |
Notes:
- Shares outstanding and entitled to vote as of April 1, 2025: 3,355,353.
- Ownership percentage calculated from disclosed share count and Orwick’s holdings.
Governance Assessment
- Independence and financial oversight: Orwick is independent and serves as an Audit Committee member with “financial expert” designation—a positive for board effectiveness and investor confidence.
- Engagement: Board met 12 times in 2024; Orwick attended the annual meeting (only two directors did not). Committee cadence indicates active audit oversight (nine meetings).
- Compensation alignment: Modest cash fees with small performance-linked equity and bonus; no committee fees; structure suggests balanced incentives without excessive pay.
- Related-party exposure: The Bank may extend loans/credit to directors (including Orwick) under regulated, market-comparable terms; Board pre-approves larger director loans and reports no transactions >$120,000 beyond ordinary banking in the last fiscal year. This is a watch item but managed under banking regulations and policy.
- Compliance: Section 16 reporting compliance affirmed for directors and officers.
RED FLAGS
- Director loans are permissible and regulated but warrant ongoing monitoring for independence optics; the Board explicitly considered these relationships in independence determinations.
- One director (not Orwick) had <75% attendance in 2024, indicating a broader board engagement risk to track; no attendance issue disclosed for Orwick.
Overall, Orwick’s audit expertise, independence, and modest, performance-linked director pay support governance quality; related-party loans remain a sensitivity but appear compliant and overseen.