First Capital (FCAP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, at the main office in Corydon, Indiana, to elect four directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of April 1, 2025, are entitled to vote; 3,355,353 shares outstanding, each with one vote, subject to a 10% voting cap.

• Proxy materials and the 2024 Annual Report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Four directors nominated for three-year terms: Christopher L. Byrd, Pamela G. Kraft, Mark D. Shireman, and John M. Shireman.

• Ratification of Crowe LLP as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Shareholder proposals for the next annual meeting must be received by December 11, 2025.

Board of directors and corporate governance

• Board consists of 13 members, with all but two (the CEO and former CEO) considered independent under Nasdaq rules.

• Board leadership is independent, with Kathryn W. Ernstberger as Chairperson; risk oversight is a key function.

• Standing committees: Audit, Compensation, Nominating, and Executive; all committee members are independent.

• Nominating Committee considers shareholder recommendations for director candidates and values diversity, experience, and community involvement.

• Code of Ethics and Business Conduct applies to all directors and employees.