Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On September 21, 2020, the Board of Directors (the "Board") of First Capital, Inc. (the "Company"), upon the recommendation of its Nominating Committee, increased the size of the Board from 12 to 13 members and appointed Michael C. Frederick to fill the vacancy so created, effective September 21, 2020. Mr. Frederick will serve on the Loan Committee of the Company's Board.

Mr. Frederick has been affiliated with the bank since June 1990 and has served in his present position since 2018. Prior to that time, Mr. Frederick served as Executive Vice President since 2013 and Chief Financial Officer and Treasurer since 1997.

Mr. Frederick has (i) no arrangements or understandings with any other person pursuant to which he was appointed to as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Mr. Frederick has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Frederick will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time he will serve on the Company's Board this year, paid by the Company to its employee directors.




Item 8.01 Other Events

On September 21, 2020, the Board also adopted a succession plan regarding the Chief Executive Officer and President positions. Pursuant to the succession plan, Michael C. Frederick will transition into the role of President of First Harrison Bank during 2022 and then into the role of Chief Executive Officer of First Harrison Bank during 2023. William Harrod will continue to serve in the role of Chief Executive Officer and President of the Company until his retirement.

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