William W. Harrod
About William W. Harrod
Independent director status: not independent under Nasdaq Rules due to prior service as CEO. Former President & CEO of First Capital, Inc. and First Harrison Bank; retired from those positions in 2023. Previously served as President & CEO of HCB Bancorp, Inc. and Harrison County Bank; former director of HCB Bancorp, Inc. Age 68; director since 2000. The Board cites his extensive local banking experience and strategic vision as core credentials.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| First Capital, Inc. (FCAP) & First Harrison Bank | President & Chief Executive Officer | Retired in 2023 | Led Company and Bank; provides deep institutional knowledge |
| HCB Bancorp, Inc. | President & Chief Executive Officer | Not disclosed | Prior leadership experience in local banking |
| Harrison County Bank | President & Chief Executive Officer | Not disclosed | Prior leadership experience |
| HCB Bancorp, Inc. | Director | Former director (date not disclosed) | Governance exposure at prior institution |
External Roles
- No current public company directorships disclosed in the proxy. Prior directorship: HCB Bancorp, Inc. (private/community banking context).
Board Governance
| Attribute | Details |
|---|---|
| Independence | Not independent under Nasdaq Rules (previous CEO) |
| Board Chair | Kathryn W. Ernstberger (independent) |
| Committees | Executive Committee member; not listed on Audit, Compensation, or Nominating |
| Committee Chair roles | None for Harrod |
| Committee meetings (2024) | Executive Committee: 0; Audit: 9; Compensation: 2; Nominating: 3 |
| Board meetings (2024) | Board held 12 meetings |
| Attendance | Only Dana L. Huber attended <75% in 2024; no attendance shortfall disclosed for Harrod |
| Annual meeting attendance (2024) | Harrod attended; only R. Guilfoyle and J. M. Shireman did not |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $19,521 |
| Stock Awards | $2,100 (75 restricted shares granted Feb 20, 2024 at $28.00) |
| All Other Compensation | $2,812 (bonus earned in 2024, paid Q1 2025) |
| Total | $24,433 |
- Directors’ fees for 2025: $1,697 per month; no separate committee fees; no fees for service on First Capital’s Board.
Performance Compensation
| Program Element | Description | Payout/Timing | FY2024 Amount |
|---|---|---|---|
| Restricted Stock (Directors) | 75 restricted shares awarded based on Company’s 2024 performance; grant-date close price $28.00 (Feb 20, 2024) | Granted Feb 20, 2024 | $2,100 |
| Supplemental Bonus Plan | Cash incentives when Bank exceeds profitability and efficiency performance goals/thresholds | FY2024 bonuses paid Q1 2025 | $2,812 |
Note: The proxy does not disclose specific numerical performance metrics or vesting schedules for director awards. The Bonus Plan metrics are described at a high level.
Other Directorships & Interlocks
| Organization | Role | Current/Prior | Potential Interlock/Conflict |
|---|---|---|---|
| HCB Bancorp, Inc. | Director | Prior | None disclosed; local banking network |
Expertise & Qualifications
- Extensive local banking leadership experience and familiarity with the Company’s markets; provides valuable operational and strategic insight to the Board.
- Long-tenured director since 2000, offering continuity of governance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Key Details |
|---|---|---|---|
| William W. Harrod | 17,093 | <1.0% (based on 3,355,353 shares outstanding as of Apr 1, 2025) | Includes 4,501 ESOP-allocated shares (voting but not investment power) and 375 restricted shares; no pledges disclosed |
Related-Party Exposure and Conflicts
- Insider lending: Board considered loans/lines of credit to several directors, including Harrod, permissible under banking regulations with market terms and no preferential risk features; directors may receive employee loan-rate discounts under a benefit program available to all employees.
- Review policy: Company lacks a comprehensive written related-party transaction review policy; however, the Board pre-approves insider loans above regulatory thresholds and requires disclosure of conflicts under the Code of Ethics.
- Transactions >$120,000: None (other than permitted lending) since the beginning of last fiscal year.
Compensation Structure Analysis (Signals)
- Mix includes cash retainer ($19,521), modest equity ($2,100), and a performance-linked cash bonus ($2,812). The presence of a director bonus plan is atypical versus pure retainer/equity structures and may reduce at-risk alignment if goals are not robustly disclosed.
- No separate committee fees; suggests limited monetary incentive for committee service; Harrod’s only committee (Executive) held 0 meetings in 2024, indicating low incremental workload via committees.
Governance Assessment
- Positives: Significant banking expertise and institutional knowledge; attendance acceptable (no shortfall disclosed); equity ownership with no pledging; independent Board Chair structure.
- Cautions/RED FLAGS:
- Not independent due to prior CEO role; continued influence risk, particularly as a member of the Executive Committee.
- Related-party lending exists (sector-standard) and absence of a comprehensive written related-party policy; mitigated by regulatory requirements and Board review but remains a governance sensitivity.
- Director bonus plan without explicit disclosed metrics may weaken pay-for-performance transparency for non-employee directors.
- Overall: Harrod’s deep local banking expertise and long tenure support board effectiveness in a community banking model, but independence, related-party lending context, and limited transparency on director performance metrics warrant monitoring by investors.