DEF 14A of Capital City Bank Group Inc, Mar 13, 2025

DEF 14A of Capital City Bank Group Inc

Filed Mar 13, 2025 · FY20240001171200-25-000051

Open on EDGAR

  1. Proxy Statement

    Proxy Statement

  2. Proxy Statement

    | | | 217 North Monroe Street | | Tallahassee, Florida 32301 |

  3. Proxy Statement

    LETTER TO SHAREOWNERS Tallahassee, Florida 32301 March 13, 2025 Dear Fellow Shareowners: Please join us for our 2025 Annual Shareowners Meeting at 10:00 a.m., Eastern Time, on Tuesday, April 22, 2025, at the Florida State University Turnbull Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. I look forward to this opportunity to share highlights from 2024 and discuss near- and longer-term plans for Capital City. I will also be calling for a vote on several important matters. As a valued Capital City Bank supporter, your vote is important and your Board of Directors encourages you to let your voice be heard. Proxy materials are attached for your convenience and are accessible at www.proxyvote.com along with the 2024 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials. Whether or not you attend the meeting in person, I encourage you to vote as soon as possible. Voting your proxy ensures your representation at the meeting. We offer several methods of voting for your convenience: by telephone, online at www.proxyvote.com, or by mailed proxy card if you received paper copies of your materials. Thank you for your vote and for your continued support. I look forward to your joining us in April. Your banker, William G. Smith, Jr. Chairman, President, and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREOWNERS

  4. Proxy Statement

    | BUSINESS (1) Vote on 12 nominees for election to the Board of Directors; (2) Vote on ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the current fiscal year; and (3) Transact other business properly coming before the meeting or any postponement or adjournment of the meeting. RECORD DATE Shareowners owning Capital City Bank Group shares at the close of business on February 20, 2025, are entitled to notice of, attend, and vote at the meeting. A list of these shareowners will be available for 10 days before the Annual Meeting between the hours of 9 a.m. and 5 p.m., Eastern Time, at our principal executive offices at 217 North Monroe Street, Tallahassee, Florida 32301. | TIME 10:00 a.m., Eastern Time, April 22, 2025 WHERE Florida State University Turnbull Conference Center 555 West Pensacola Street Tallahassee, Florida 32306 VOTING Even if you plan to attend the meeting in Tallahassee, Florida, please provide us your voting instructions in one of the following ways as soon as possible: Use the internet address on the Notice of Internet Availability of Proxy Materials or the proxy card; Use the toll-free number on the proxy card, if you received one. You can also find the toll-free number to vote your shares when you access the internet address on the Notice of Internet Availability of Proxy Materials; or Mark, sign, and date the proxy card and return in the enclosed postage-paid envelope. This option is available only to those shareowners who have received a paper copy of a proxy card by mail. | | By Order of the Board of Directors Jeptha E. Larkin Executive Vice President, Chief Financial Officer, and Corporate Secretary Tallahassee, Florida March 13, 2025 Important Notice Regarding the Availability of Proxy Materials for the Shareowners’ Meeting to be Held on April 22, 2025. The Proxy Statement and the Annual Report are available at: www.proxyvote.com. | |

  5. Proxy Statement

    CONTENTS

  6. Proxy Statement

    | Proxy Statement | 1 | | Voting Information | 1 | | Proposal No. 1 – Election of Directors | 2 | | Corporate Governance at Capital City | 9 | | Board Committee Membership | 17 | | Director Compensation | 18 | | Transactions with Related Persons | 20 | | Compensation Discussion and Analysis | 21 | | Executive Compensation | 34 | | Pay Versus Performance | 39 | | Proposal No. 2 – Ratification of Independent Auditors | 43 | | Audit Committee Matters | 44 | | Share Ownership | 46 | | Proxy Statement – General Information | 48 | | Other Matters | 51 |

  7. Proxy Statement

    PROXY STATEMENT We are providing these Proxy Materials in connection with the solicitation by the Board of Directors (the “Board”) of Capital City Bank Group, Inc., a Florida corporation (“Capital City”), of proxies to be voted at our 2025 Annual Meeting of Shareowners and at any adjournments or postponements of the Annual Meeting. We will hold our 2025 Annual Meeting at 10:00 a.m., Eastern Time, Tuesday, April 22, 2025, at the Florida State University Turnbull Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. We are making these Proxy Materials available to our shareowners on or about March 13, 2025. At Capital City, and in this Proxy Statement, we refer to our employees as “associates.” Also in the Proxy Statement, we refer to Capital City as the “Company,” “we,” “our,” or “us” and to the 2025 Annual Meeting as the “Annual Meeting.” VOTING INFORMATION Who can vote? All shareowners of record at the close of business on the record date of February 20, 2025, are entitled to receive these Proxy Materials and to vote at the Annual Meeting. On that date, there were 17,046,077 shares of our common stock outstanding and entitled to vote. How do I vote my shares in person at the Annual Meeting? Shares held in your name as the shareowner of record may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareowner of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. The vote you cast in person will supersede any previous votes that you submitted, whether by internet, phone, or mail. How do I vote my shares in the 401(k) plan? If you are an associate who participates in Capital City’s 401(k) Plan, you may instruct the Plan trustee on how to vote your shares in the Plan by mail, by telephone, or on the internet as described above, except that, if you vote by mail, the card that you use will be a voting instruction card rather than a proxy card. If you own shares through the Plan and you do not vote, the Plan trustee will vote the shares in the same proportion as other Plan participants vote their Plan shares. How can I vote my shares without attending the Annual Meeting? Whether you hold shares directly as a shareowner of record or beneficially, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the internet or by telephone. If you requested and received a paper copy of a proxy card by mail, you may vote by mail. Instructions are on the Notice of Internet Availability of Proxy Materials or the proxy card. Whether you provide voting instructions by the internet or by telephone, or vote by mail, you are designating certain individuals to vote on your behalf as your legal Proxy. We have designated Bethany H. Corum and Lee Nichols each as a Proxy. The Proxies will vote all valid voting instructions and proxy cards that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you. What is the deadline for voting my shares? If you hold shares as the shareowner of record, then your vote by proxy must be received before 11:59 p.m., Eastern Time, on April 21, 2025, the day before the Annual Meeting. If you are the beneficial owner of shares held through a broker, trustee, or other nominee, please follow the instructions provided by your broker, trustee, or other nominee. PROPOSAL NO. 1 – ELECTION OF DIRECTORS The Board has nominated all 12 of our current directors to stand for election at the Annual Meeting. Each nominee will stand for election to hold office for a term expiring at the next annual meeting of shareowners following the director’s election and until such director’s successor is duly elected and qualified, subject to the director’s prior death, resignation, retirement, disqualification or removal. Each nominee is currently serving as a member of the Board. The proxies will vote, unless instructed otherwise, each valid voting instruction and proxy card for the election of the following nominees as directors. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute as the Board may recommend, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve. If the 12 director nominees are elected, the Board will not have any vacancies. Brokers do not have discretion to vote on this proposal without your instructions. If you do not instruct your broker how to vote on this proposal, your broker will deliver a broker non-vote on this proposal. The following paragraphs provide information as of the date of this Proxy Statement about each nominee up for re-election in the categories of: age, positions held, principal occupation and business experience for the past five years, and names of other publicly-held companies for which the nominee serves as a director or has served as a director during the past five years. While the following paragraphs note certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, we also believe that all of our nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated strong leadership skills, business acumen and an ability to exercise sound judgment, as well as a commitment of service to our shareowners. THE FOLLOWING 12 DIRECTORS HAVE BEEN NOMINATED for ELECTION:

  8. Proxy Statement

    | Chairman, President, and Chief Executive Officer Age: 71 Director since: 1982 Other current public company boards: Southern Company | WILLIAM G. SMITH, JR. Mr. Smith currently serves as our chairman, president, and chief executive officer. He was elected chairman in 2003 and has been president and chief executive officer since 1995. Mr. Smith also serves as chairman of Capital City Bank, a position he has held since 1995. In addition, Mr. Smith has served as a director of Southern Company since 2006. We believe Mr. Smith’s qualifications to sit on our Board include his four decades of banking experience, including more than 25 years as our president and chief executive officer. | | Independent director Age: 68 Director since: 2019 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None | ROBERT ANTOINE Mr. Antoine was appointed to our Board in 2019 after retiring as a senior partner in the Deloitte & Touche Banking & Capital Markets Practice. During his two decades plus career with Deloitte, he advised a number of U.S. and foreign institutions on a broad array of regulatory issues, mergers and acquisitions, and corporate governance, in addition to supporting many large financial statement audits for the firm in various industries. He also served some of the largest agencies of the federal government as part of his work in the Federal Practice. Prior to Deloitte, Mr. Antoine held a number of executive positions in risk and financial management in the financial services industry. Mr. Antoine is a certified public accountant and a certified internal auditor. He is a member of the American and Florida Institutes of Certified Public Accountants. He is also a founding member of the Jacksonville Chapter of the National Association of Black Accountants. We believe Mr. Antoine’s qualifications to sit on our Board include his extensive regulatory experience and strong accounting and financial background. |

  9. Proxy Statement

    | President - Capital City Bank Age: 72 Director since: 1982 Other current public company boards: None | THOMAS A. BARRON Mr. Barron is our treasurer and was appointed president of Capital City Bank in 1995. We believe Mr. Barron’s qualifications to sit on our Board include his more than four decades of banking experience, including more than 25 years as the president of Capital City Bank. | | Independent director Age: 65 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None | WILLIAM F. BUTLER Mr. Butler is an accomplished real estate project and portfolio manager with over 40 years of experience partnering with high net worth private, corporate and institutional clients throughout the United States on projects ranging from commercial portfolios to mixed-use facilities and residential developments. As founder and principal of Real Estate InSync (REI), Mr. Butler works closely with clients to assess needs, clarify goals, design comprehensive development solutions and manage programs to strategically reposition assets, brand properties, and maximize real estate portfolios valued up to $100 million. Mr. Butler’s previous experience includes serving as a senior vice president with The St. Joe Land Company, where he designed and implemented business models for five new product lines involving 250,000 rural acres across a six-county region in North Florida. We believe Mr. Butler’s qualifications to sit on our Board include his extensive executive leadership and management experience. | | Independent director (Lead) Age: 55 Director since: 2017 Board committees: Audit Other current public company boards: None | STANLEY W. CONNALLY, JR. Mr. Connally has been employed by Southern Company since 1989, currently serving as executive vice president of operations and chief operating officer for Southern Company. From 2012, until the end of 2018, Mr. Connally served as chairman, president, and chief executive officer of Gulf Power Company, a subsidiary of Southern Company. He formerly served on the boards of the Florida Chamber of Commerce, Florida Council of 100, Enterprise Florida, National Association of Manufacturers, Aerospace Alliance, and Electric Power Research Institute. We believe Mr. Connally’s qualifications to sit on our Board include his executive leadership and management experience and his operational and financial expertise gained from almost three decades of increasing responsibility at a Fortune 500 company. |

  10. Proxy Statement

    | Independent director Age: 66 Director since: 2018 Board committees: Audit and Compensation (Chair) Other current public company boards: None | MARSHALL M. CRISER III Mr. Criser is the president of Piedmont University in Georgia. He previously served as the chancellor of the State University System of Florida. Prior to that, he worked for AT&T and its predecessor, BellSouth, where he served as its president. Mr. Criser is a member of the Florida Council of 100, where he is a former chairman. Mr. Criser’s community service includes terms as the vice chairman of the University of Florida’s Board of Trustees, chairman of the Florida Chamber of Commerce, and chairman of Florida TaxWatch. A Florida native, Mr. Criser graduated from the University of Florida with a bachelor’s degree in business administration in 1980, and later completed an Advanced Management Programme at INSEAD in Fontainebleau, France. We believe Mr. Criser’s qualifications to sit on our Board include his extensive executive leadership and management experience. | | Independent director Age: 43 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None | KIMBERLY A. CROWELL Ms. Crowell is the CEO and co-founder or Kalo Companies, which owns and operates over 70 Jersey Mike’s Subs and Slim Chickens restaurant franchises in Florida, Georgia and Alabama, with a number of restaurants currently in development. Prior to entering the franchise industry, she practiced corporate law in Charlotte, North Carolina, specializing in Commercial Real Estate and Development. Since that time, she has continued to use her legal knowledge and expertise to advise other franchisees and business-owners on a variety of business-related legal matters by serving on the Board of the International Franchise Association. Ms. Crowell graduated from the University of Virginia with a Bachelor of Science degree in Commerce. In 2006, she received her law degree from the University of North Carolina at Chapel Hill. We believe Ms. Crowell’s qualifications to sit on our Board include her extensive executive leadership and management experience. | | Independent director Age: 45 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None | BONNIE J. DAVENPORT Ms. Davenport is a registered architect and general contractor. Since 2011, she has been the president and founding principal of BKJ, Inc. Architecture. She has worked on many successful projects across the State of Florida that have built her reputation as a leader in our local community. She is a member of many organizations and serves on several local boards. She believes that working with every client is an opportunity to build a unique partnership. She strives to use her knowledge and experience to become an integral member of the project team. Ms. Davenport graduated Summa Cum Laude from the University of Florida with a Master of Architecture, Bachelors of Design, and a minor in business administration and landscape architecture. We believe Ms. Davenport’s qualifications to sit on our Board include her extensive executive leadership and management experience. |

  11. Proxy Statement

    | Independent director Age: 49 Director since: 2017 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None | WILLIAM ERIC GRANT Mr. Grant currently serves as a vice president for CivicPlus, one of the nation’s largest providers of software and services to local governments across the nation. Prior to its acquisition by CivicPlus, Mr. Grant was president and CEO of Municipal Code Corporation. Mr. Grant served as a vice president at Municipal Code Corporation from 2007 until 2012, when he was promoted to president. In 2019, Mr. Grant was promoted to CEO. Prior to receiving his Juris Doctorate from the University of Virginia, Mr. Grant attended the United States Naval Academy and Georgetown University’s School of Foreign Service. While serving as a member of the United States Marine Corps, Mr. Grant was stationed in Virginia, Kentucky, California, and abroad. Mr. Grant and his unit, the 15th Marine Expeditionary Unit, were deployed during Operation Enduring Freedom in 2001. We believe Mr. Grant’s qualifications to sit on our Board include his executive leadership and management experience. | | Independent director Age: 62 Director since: 2017 Board committees: Compensation and Corporate Governance and Nominating (Chair) Other current public company boards: None | LAURA L. JOHNSON Ms. Johnson is the founder and CEO of Coton Colors Company, a multi-channel designer and manufacturer of home décor and gift products with a national and international presence. She has over 30 years of experience leading a high-growth business, building a strong brand identity, and driving strategic expansion across retail, eCommerce, and wholesale markets. Under her leadership, Coton Colors has been recognized as a four-time Inc. 5000 honoree for rapid growth and innovation. She has been actively involved in leadership and mentorship through Vistage Florida and the Female Founder Collective. She is also a dedicated partner of St. Jude Children’s Research Hospital, designing exclusive products to support fundraising and awareness initiatives. We believe Ms. Johnson’s qualifications to sit on our Board include her executive leadership and management experience and her operational and financial expertise gained from the successful operation of her own business. |

  12. Proxy Statement

    | Independent director Age: 68 Director since: 2016 Board committees: Audit (Chair) Other current public company boards: 1st Franklin Financial Corp. | JOHN G. SAMPLE, JR. Until retiring in 2017, Mr. Sample served, as senior vice president and chief financial officer from 2002 to 2017 for Atlantic American Corporation, an Atlanta, Georgia-based holding company that operates through its subsidiaries in specialty markets within the life, health, and property and casualty insurance industries. He also served as corporate secretary from 2010 until 2017. Prior to joining Atlantic American Corporation, he had been a partner of Arthur Andersen LLP since 1990. Since 2004, Mr. Sample has also served as a director and chairman of the Audit Committee of the Board of Directors of 1st Franklin Financial Corporation, a consumer finance company that originates and services direct cash loans, real estate loans and sales finance contracts through over 300 branch offices located throughout the southern United States. We believe Mr. Sample’s qualifications to sit on our Board include his executive leadership and management experience, his extensive accounting and financial background, and his experience in the financial services industry. | | Independent director Age: 70 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None | ASHBEL C. WILLIAMS Mr. Williams is vice chair at J.P. Morgan Asset Management. With assets under management of approximately $3.3 trillion, the firm is a global leader in investment management. He served as executive director and chief investment officer for the Florida State Board of Administration, prior to his retirement in 2021. There, he was responsible for managing approximately $250 billion in assets, including those of the Florida Retirement System, the fifth largest public pension fund in the United States. He serves on the board of the Economic Club of Florida and chairs the Florida State University Foundation Investment Committee. He is a member of the Council on Foreign Relations, a founding trustee of the National Institute for Public Finance, and a member of the AIF Global Investor Board. He serves on the investment committees of the IEEE, the Episcopal Diocese of Florida, and the investment advisory board of the Public Employee Retirement System of Idaho. He received his bachelor’s degree in management and a Master of Business Administration from Florida State University and completed post-graduate programs at University of Pennsylvania’s Wharton School and Harvard University’s John F. Kennedy School of Government. We believe Mr. Williams’s qualifications to sit on our Board include his extensive executive leadership and management experience. |

  13. Governance

    | • | focuses on corporate risk management, board structure, and managing the Company for the long-term. |

  14. Governance

    DIRECTOR COMPENSATION Compensation elements We currently have 10 independent directors who qualify for compensation for Board service. In 2023, the Compensation Committee engaged Blanchard Consulting to measure Capital City’s board compensation against the same peer group used to measure executive management compensation. Additionally, Compensation Philosophy includes targeting total annual fees, including retainer, equity compensation, board meeting fees, committee chairmen fees, committee meeting fees, and Lead Independent Director fees for our directors to be between the 50th and 75th percentile of our selected peer group unless an exception is stated by the Compensation Committee due to Company performance or market demand. While the Compensation Committee deems attendance by directors to be mandatory at all meetings, having a variable compensation structure better aligns compensation with the volume of business conducted by each committee. The elements of director compensation are as follows: 2024 Cash Compensation

  15. Governance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Robert Antoine | 44,500 | 30,012 | — | 74,512 | | William F. Butler | 45,000 | 30,012 | — | 75,012 | | Stanley W. Connally, Jr. | 57,000 | 30,012 | — | 87,012 | | Marshall M. Criser III | 52,000 | 30,012 | — | 82,012 | | Kimberly A. Crowell | 43,500 | 30,012 | — | 73,512 | | Bonnie J. Davenport | 36,500 | 30,012 | — | 66,512 | | William Eric Grant | 42,500 | 30,012 | — | 72,512 | | Laura L. Johnson | 47,000 | 30,012 | — | 77,012 | | John G. Sample, Jr. (2) | 56,500 | 30,012 | — | 86,512 | | Ashbel C. Williams | 36,000 | 30,012 | — | 66,012 |

  16. Governance

    | (1) In 2024, we granted each independent director 1,087 shares of our common stock under our 2021 Associate Incentive Plan. The fair value of each share at the time of the grant was $27.61. The column represents the fair value of the award as calculated in accordance with U.S. generally accepted accounting principles. |

  17. Governance

    | • | We believe we have sufficient capital and liquidity to pursue and implement our long-term strategic initiatives. |

  18. Governance

    | What We Do | | What We Don’t Do | | ✓ | Pay for performancex | Employment contracts | | ✓ | Balanced mix of fixed and variable payx | Stock option grants | | ✓ | Meaningful stock ownership requirementsx | Separate change in control agreements | | ✓ | Use an independent compensation adviserx | Excise tax gross-ups upon change in control | | ✓ | Allocate a significant portion of pay in stockx | Guaranteed bonuses | | ✓ | Independent compensation committeex | Excessive perquisites | | ✓ | Mitigate undue risk in compensation programsx | Income tax “gross-up bonuses” Award shares for the “passage of time” | | ✓ | Broad clawback policy for incentive compensation | |

  19. Governance

    | • | Reviewed and approved Mr. Smith’s 2024 base salary of $500,000, and targeted short-term incentive compensation of $600,975; Mr. Barron’s 2024 base salary of $500,000, and targeted short-term incentive compensation of $522,600 and Mr. Larkin’s 2024 base salary of $350,000 and targeted short-term incentive compensation of $182,900; |

  20. Governance

    | • | Reviewed and approved 2024 Long-Term Incentive Plans for Mr. Smith targeted at $250,000 and Mr. Barron targeted at $100,000; |

  21. Governance

    | • | Reviewed total compensation for eight executive and senior managers, including a review of incentive plans and relative risk to the Company; |

  22. Governance

    | • | Reviewed our director compensation and recommended changes for 2024 as disclosed on page 18; and |

  23. 2024 Compensation Committee

    | • | Align the interests of our executive officers with those of our shareowners through performance-based incentive plans; and |

  24. 2024 Compensation Committee

    | • | Target base salaries for our senior executives at the 50th percentile of our selected peer group unless an exception is approved by our Compensation Committee due to performance, experience, or market demand; |

  25. 2024 Compensation Committee

    | • | Position direct compensation (salary, cash and equity compensation) of our senior executives at the 75th percentile of our selected peer group of banks dependent upon performance, to attract top talent and to recognize exceptional performance by management; |

  26. 2024 Compensation Committee

    | • | Continue, over time, the alignment of senior management’s interests with those of our shareowners (the percentage of equity compensation should increase relative to total incentive compensation); and |

  27. 2024 Compensation Committee

    | • | Target total annual fees, including retainer, equity compensation, board meeting fees, committee chairman fees, committee meeting fees, and Lead Independent Director fees, to be between the 50th and 75th percentile of our selected peer group unless an exemption is approved by our Compensation Committee due to company performance or market demand. |

  28. 2024 Compensation Committee

    We discuss the composition of our peer group and our benchmarking practices in further detail below. Executive Compensation Policy Decisions The Compensation Committee has adopted a number of policies to further the goals of our executive compensation program, particularly with respect to strengthening the alignment of our executives’ interests with our shareowners’ long-term interests. Further, the Compensation Committee believes the policies set forth below are effective based on the stability of our management team and our ability to attract talent from outside the Company. Stock Ownership Expectations We maintain stock ownership expectations for all senior managers, including our executive officers. Under our current guidelines, all senior managers are expected to own shares of our common stock equal in value to at least one and a half times their annual base salary; Mr. Barron, Mr. Larkin, and Bethany H. Corum are expected to own shares of our common stock equal in value to at least two times their annual base salary; and Mr. Smith is expected to own shares of our common stock equal in value to at least three times his annual base salary. Compliance is expected within six years of becoming a senior manager or executive officer. The Compensation Committee has determined that, as of December 31, 2024, Mr. Smith and Mr. Barron have met our share ownership expectations and Mr. Larkin and all other senior managers covered by this program are making significant strides in meeting the ownership expectations. Stock Options; Timing of Certain Equity Awards We ceased granting stock options in 2007, and there are currently no stock options outstanding. In the year ended December 31, 2024, we did not grant any stock options, stock appreciation rights, or similar awards. We do not currently plan to grant any such awards in the future. Accordingly, we do not have a policy or practice in relation to the timing or the determination of the terms of a grant of options or other similar awards in relation to the disclosure of material non-public information. Prohibition on Repricing Stock Options By the terms of our 2021 Associate Incentive Plan, which is the only plan we may use to grant stock options, repricing stock options is prohibited without shareowner approval. Insider Trading Policy We have an insider trading policy that governs the purchase, sale and other dispositions of our securities by our directors, officers, associates, and agents. Our insider trading policy is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards. Among other things, the insider trading policy:

  29. 2024 Compensation Committee

    The full text of our insider trading policy was filed as Exhibit 19 to our 2024 Annual Report on Form 10-K. Associate, Officer and Director Hedging Federal law prohibits our officers and members of our Board of Directors from engaging in “short sales” of Company securities. Because short sales represent a bet that our stock price will decline, our policy is that none of our directors, officers or associates or those of our subsidiaries are permitted to engage in “short sales” of Company stock. Employment Agreements and Severance Agreements We believe the employment of our executive officers should remain “at will.” Therefore, none of our executive officers have an employment agreement or severance agreement with us. Incentive Compensation Clawback Effective October 2, 2023, the Board of Directors updated our compensation recovery policy in accordance with the requirements of the Nasdaq listing standard adopted pursuant to SEC rules (the “Clawback Policy”). The Clawback Policy provides, among other things, that we will seek to recover any erroneously awarded incentive-based compensation received by covered executives of the Company (which are determined from time to time by the Compensation Committee of the Board and includes current and former executive officers) during the three completed fiscal years preceding any date on which we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. In the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024, and the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, filed with the SEC on July 12, 2024, the Company restated certain of the Statements of Cash Flows in the Company’s consolidated financial statements (the “Restatements”). The Statements of Cash Flows in the Company’s consolidated financial statements for the years ended December 31, 2021, 2022, and 2023, the three month periods ended March 31, 2022 and 2023, the six month periods ended June 30, 2022 and 2023, and the nine month periods ended September 30, 2022 and 2023 (collectively, the “Impacted Statements of Cash Flows”) were impacted by the Restatements. No award compensation was paid to our associates based upon the line items that were corrected in the Impacted Statements of Cash Flows. The Company considered whether the restatements of the Impacted Statements of Cash Flows required recoupment of incentive-based compensation under the Clawback Policy. The Company concluded that the restated activity affecting the Impacted Statements of Cash Flows did not impact related performance metrics used for executive management’s compensation and therefore no recovery of incentive-based compensation was required. Compensation Program Design Compensation Framework We design our specific compensation elements based on the following:

  30. 2024 Compensation Committee

    | • | Peer Group: The relevant peer group for comparison of compensation and benefits programs consists of commercial banks and thrifts with a geographic footprint or asset base similar to ours. |

  31. 2024 Compensation Committee

    Discussion of Specific Compensation Elements Base Salary Our compensation philosophy guideline is to target base salaries at the 50th percentile of our peer group; however, superior performance may warrant a base salary in excess of this target. Our Compensation Committee believes that this target level will allow us to attract and retain the talent necessary to achieve our performance goals. The base salaries for the named executive officers are determined by analyzing available market data as well as taking into account the experience and performance of the individual. In 2024, all named executive officers received an increase in base salary. The increases were Mr. Smith, 5.04%; Mr. Barron, 10.5% and Mr. Larkin, 12.72%. Mr. Smith’s base salary is 25.62% below the 50th percentile base salary of our peer group. His relatively low base salary is not reflective of his performance or experience level. It has been historically low compared to our peer group benchmark and the Compensation Committee continues to place great emphasis on bringing Mr. Smith’s base salary in line with the stated target level. Mr. Barron’s base salary is 2.51% below the 50th percentile and Mr. Larkin’s base salary is 5.43% below the 50th percentile. We consider an officer’s salary to be in line with the benchmark if it is within +/- 15% of the benchmark. Incentive Compensation In addition to their base salary, each named executive officer has the opportunity to earn annual incentive compensation. The Compensation Committee believes a competitive overall compensation package should include incentive compensation in the form of both cash and equity awards. The Compensation Committee believes, based on past advice from its compensation consultant, targeting incentive compensation equal to or greater than 30% of total compensation is sufficient to change behaviors relative to performance. As a result, we believe our total incentive-based compensation target of at least 30% of total compensation is appropriate. In 2024, Mr. Smith’s targeted incentive compensation was 62.98% of his total targeted compensation, Mr. Barron’s was 55.46% and Mr. Larkin’s was 34.32%. We believe the differences of potential impact each executive officer has on our performance warrants differences in how much compensation they individually have at risk. Messrs. Smith and Barron have an opportunity to earn incentives under a long term plan. In 2024, Mr. Smith’s total targeted incentive compensation of $850,975 was comprised of 64.72% cash and 35.28% equity and includes both short term and long term incentive plans. Mr. Barron’s total target incentive compensation of $622,600 was comprised of 69.38% cash and 30.62% equity, and includes both short-term and long-term incentive plans. Mr. Larkin’s total target incentive compensation of $182,900 was comprised of 75% cash and 25% equity, and includes only a short-term incentive plan. The difference in allocation between cash and equity among the named executive officers is due to each executive’s responsibilities. The base and incentive (cash and equity) compensation for Messrs. Smith, Barron, and Larkin placed them below the 75th percentile for total compensation, relative to their respective peers. Cash Incentive Plan. Cash incentives for each of the named executive officers are based on performance with regard to goals established by the Compensation Committee. In 2024, measurement was based on three distinct goals that were weighted based on their relative relationship to overall performance including:

  32. 2024 Compensation Committee

    | Name | 100% Payout | Maximum Payout | 2024 Actual Payout | | William G. Smith, Jr. | 5,356 | 10,712 | 8,168 | | Thomas A. Barron | 4,658 | 9,316 | 7,104 | | Jeptha E. Larkin | 1,630 | 3,260 | 2,486 |

  33. Our Peer Group Comparison

    Our Peer Group Comparison

  34. Our Peer Group Comparison

    | • | Blanchard to ISS – Blanchard’s custom peer group development for the Company focused on peers within the same industry; all peers have the same eight digit GICS classification as the Company. All of the Company’s peers are within the asset size range recommended by ISS (0.4 to 2.5 times). The Company’s peer group has 22 peers, while ISS peer groups contain between 14 and 24 peers. ISS has indicated that it will use as many as 24 peers when enough peers with the same eight digit GICS classification are available. The Company is at the 37th percentile of the peer group in assets as of 2023 fiscal year end. Choosing peers which keep the subject company near the group median (50th percentile) is an ISS peer group selection priority. |

  35. Our Peer Group Comparison

    | • | Blanchard to Glass Lewis/CGLytics – Glass Lewis states it starts with a company’s self-disclosed peers, then includes investor views on both industry-based and country-based peers, in addition to the company’s “peer of peers.” This methodology then scrutinizes a larger pool of potential peers by introducing additional screens based on corporate revenue, market capitalization and assets, weightings for peers based on the source and frequency of confirmation, and peer rankings based on a strength-of-connection approach. Since all of the Company’s peers are within the same industry and have similar asset size, they would likely overlap with a Glass Lewis peer group. |

  36. Our Peer Group Comparison

    | • | Summary – Overall, the Board of Directors and shareowners can be assured that the custom peer group for this analysis was developed using industry best practices and metrics in line with the methods of the two largest international proxy shareholder advisory groups. |

  37. Our Peer Group Comparison

    Benchmarking is the primary tool we use to set executive compensation; however, we also review individual performance and industry trends in terms of increases to executive compensation. For Mr. Smith, we also undertake a 10-year historical compensation review. The compensation peer group is not identical to the peer group used to measure company performance, due to difficulty in gathering compensation data from nonpublic companies. Company performance data can be gathered from financial institution call reports for public and nonpublic financial institutions. However, some of the institutions represented on the compensation peer group are included in the Company performance peer group.

  38. Our Peer Group Comparison

    | Financial Institution | Total Assets ($ in thousands)(1) | | Amerant Bancorp, Inc. | 9,716,327 | | BancPlus Corporation | 7,642,511 | | Blue Ridge Bankshares, Inc. | 3,117,554 | | Business First Bancshares, Inc. | 6,584,550 | | C&F Financial Corporation | 2,438,498 | | Carter Bankshares, Inc. | 4,512,539 | | Colony Bankcorp, Inc. | 3,053,422 | | Community Trust Bancorp, Inc. | 5,769,696 | | First Bancorp | 12,114,942 | | First Bancshares, Inc. | 7,999,345 | | First Community Bancshares, Inc. | 3,268,545 | | First Guaranty Bancshares, Inc. | 3,552,772 | | Home Bancorp, Inc. | 3,320,122 | | HomeTrust Bancshares, Inc. | 4,607,487 | | Investar Holding Corporation | 2,815,155 | | Origin Bancorp, Inc. | 9,722,584 | | Red River Bankshares, Inc. | 3,128,810 | | Republic Bancorp, Inc. | 6,594,891 | | Seacoast Banking Corporation of Florida | 14,580,249 | | SmartFinancial, Inc. | 4,829,387 | | Stock Yards Bancorp, Inc. | 8,170,102 | | Wilson Bank Holding Co. | 4,846,476 |

  39. Our Peer Group Comparison

    | (1) All data is for fiscal year end 2023, which was the latest available data when we set 2024 compensation. |

  40. Our Peer Group Comparison

    Pay ratio disclosure The following information discloses the ratio of our median associate’s annual total compensation to the annual total compensation of our principal executive officer (‟PEO”), Mr. Smith. In determining the median associate, we prepared a list of all associates (excluding our PEO) as of December 31, 2024 (other than associates on leave of absence). Wages and salaries were annualized for associates who began employment after January 1, 2024, or who took a leave of absence during 2024. We had 924 associates during calendar year 2024, including short-term and partial-year associates (i.e., new hires, temporary, etc.). For simplicity, we excluded the value of the our 401(k) plan and medical benefits provided in selecting the median associate because all associates (including our PEO) are provided the exact same benefits. We then selected the associate who earned the median compensation for 2024. Once we identified the median associate, we added that individual’s Change in Pension Value to his/her annual compensation, continuing to mirror the Executive Compensation – Summary Compensation Table structure. In determining the ratio, we included all compensation paid to the median associate, including base salary, incentive awards, and overtime; however, we did not include any benefits (i.e., employer paid premiums, group term life values, etc.), consistent with the compensation disclosures in Executive Compensation – Summary Compensation Table. The median of the annual total compensation of all of our associates (excluding our PEO) was $53,596 . The annual total compensation of our PEO was $ 1,806,970 resulting in an estimated ratio of PEO to Median Associate Total Compensation of 33.71 to 1. Because of the high variability of pension value each year, particularly when the age of our PEO and our identified median associate is significant, we are also providing a ratio excluding the change in pension value. The median of the annual total compensation of all of our associates (excluding our PEO) was $51,291 excluding the change in pension value. The annual total compensation of our PEO (excluding the change in pension value) was $1,689,007, resulting in an estimated ratio of PEO to Median Associate Total Compensation excluding the change in pension value of 32.93 to 1. Impact of Regulatory Requirements Federal Reserve and FDIC Guidance The Federal Reserve has provided guidance on the manner in which banks and bank holding companies pay incentive compensation. All banking organizations supervised by the Federal Reserve are required to review the incentive compensation arrangements of (1) senior executive officers and others responsible for oversight of company-wide activities or material business lines; (2) individual associates, including nonexecutive associates, whose activities may expose the bank to material amounts of risk; and (3) groups of associates who are subject to the same or similar incentive compensation arrangements and who, in the aggregate, may expose the bank to material amounts of risk. Our Compensation Committee has conducted a review to ensure that compensation is structured in a manner so as not to encourage excessive risk-taking. Impact on Say-on-Pay Vote We provide our shareowners with the opportunity to cast an advisory vote on executive compensation (“Say-on-Pay”) every three years. At our Annual Meeting in 2023, out of the 12,010,505 votes cast (excluding abstentions and broker nonvotes), our shareowners cast 11,864,934 shares, or 98.8%, “For” approval of our executive compensation. The Compensation Committee believes this vote affirmed shareowners’ support of our approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Say-on-Pay vote when making future compensation decisions for our named executive officers. Compensation Committee Process and Procedures Scope of Authority The Compensation Committee has strategic and administrative responsibility for a broad range of issues, including reviewing, authorizing, and approving compensation to be paid to our executive officers, directors, and our senior management team. The Corporate Governance and Nominating Committee recommends to the Board, and the Board appoints, each member of the Compensation Committee. The Corporate Governance and Nominating Committee has evaluated, and the Board has determined, that each member of the Compensation Committee is an independent director. The Compensation Committee’s policy is to review executive compensation, including incentive goals, at least annually. The Compensation Committee also periodically reviews benefits and perquisites, reviews and provides oversight of our compensation philosophy, serves as the administrative committee for our equity-based plans, and reviews stock ownership guidelines for our executive officers and directors. Delegation of Authority The Compensation Committee’s charter permits the delegation of its authority to our Chief Operating Officer to administer compensation and benefits programs. In 2024, the Compensation Committee delegated the administration of all associate compensation, benefit and welfare plans to Bethany H. Corum, Capital City Bank’s Chief Operating Officer. None of the members of the Compensation Committee is an executive officer of a public company of which one of our executive officers is a director. Independent Consultants In carrying out its responsibilities, the Compensation Committee evaluates the information and recommendations put forth by management and its independent advisors in making its decisions regarding executive compensation. The Compensation Committee’s decisions are made with the objective of providing fair, equitable and performance-based compensation to executives in a manner that is affordable and cost effective for our shareowners. In 2024, the Compensation Committee engaged Blanchard Consulting Group to create a custom peer group for the purpose of benchmarking executive officer and director compensation. Management’s Role The Compensation Committee sets compensation for the Chief Executive Officer based on data provided by the Chief Operating Officer and a review of peer group statistics. In addition, the Compensation Committee reviews and approves the Chief Executive Officer’s recommendations for other executive officers’ compensation. In making these decisions, the Compensation Committee relies on information and recommendations provided by the Chief Executive Officer and Chief Operating Officer. The key roles played by management in assisting the Compensation Committee to determine compensation levels for our named executive officers are as follows:

  41. Our Peer Group Comparison

    | • | Develop performance measures: Identify appropriate performance measures and recommend performance targets that are used to determine annual and long-term awards. |

  42. Our Peer Group Comparison

    | • | Compile benchmark data: Management participates in compensation surveys through reputable third-party firms which are used to gather data on base salary, annual cash and long-term performance awards. In reviewing and setting 2024 senior management compensation, we used custom compensation profiles created by an independent consultant engaged by the Compensation Committee in 2024. Senior management compensation profiles are updated every two years and time-adjusted in alternate years. For executive officers and senior management, we used peer group data gathered by Blanchard Consulting Group. The Chief Operating Officer also provides historical compensation data for each position reviewed by the Compensation Committee. |

  43. Our Peer Group Comparison

    | • | Develop compensation guidelines: Using the benchmark survey data and publicly disclosed compensation information as the foundation, management develops compensation guidelines for each executive position, such as targeting base salaries for our senior executives at the 50th percentile of our selected peer group and total direct compensation (salary, cash and equity compensation) at the 75th percentile. These guidelines are provided to the PEO as the basis for his recommendations regarding individual compensation actions. In addition, executives are briefed on the guidelines. |

  44. Our Peer Group Comparison

    The key members of management involved in the executive compensation process were Mr. Smith and Mrs. Corum. Mr. Smith has no involvement in setting his own compensation and was not present during the Compensation Committee’s deliberations regarding his own compensation. Mrs. Corum attends all meetings of the Compensation Committee to provide information to the Compensation Committee members and to take minutes of the meetings. At times, the Compensation Committee conducts executive sessions. Mrs. Corum is excused from all executive sessions and the Chairman of the Committee communicates any decisions for inclusion in the minutes. Management (other than Mr. Smith and Mr. Barron solely in their roles as directors approving the Compensation Committee’s recommendations) had no role in setting compensation for the independent directors. EXECUTIVE COMPENSATION Summary Compensation Table for 2024, 2023, and 2022 The following summary compensation table shows compensation information for our principal executive officer, principal financial officer, and our president for each of the three previous fiscal years. Amounts listed under column (f), “Nonequity Incentive Plan Compensation” are determined by the Compensation Committee at its first meeting following the year in which the compensation is earned and paid to the executives shortly after such determination is made.

  45. Our Peer Group Comparison

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(1) | Total Without Change in Pension Value ($)(1)(6) | | William G. Smith, Jr. | 2024 | 490,000 | 0 | 303,459 | 887,410 | 117,963 | 8,138 | 1,806,970 | 1,689,007 | | Chairman, President, and | 2023 | 470,167 | 0 | 317,776 | 652,885 | 433,188 | 10,618 | 1,884,634 | 1,451,446 | | Chief Executive Officer | 2022 | 452,834 | 0 | 237,669 | 443,866 | (1,917,485) | 8,151 | (774,965) | 1,142,520 | | Thomas A. Barron | 2024 | 480,209 | 0 | 192,695 | 677,763 | (2,217) | 5,458 | 1,353,908 | 1,356,125 | | President, Capital City | 2023 | 445,208 | 0 | 205,026 | 473,813 | 229,398 | 6,968 | 1,360,413 | 1,131,015 | | Bank | 2022 | 426,667 | 0 | 138,089 | 384,850 | (1,433,450) | 9,800 | (474,044) | 959,406 | | Jeptha E. Larkin(7) | 2024 | 333,541 | 0 | 46,211 | 209,206 | 176,061 | 3,564 | 768,583 | 592,522 | | Executive Vice President | 2023 | 301,958 | 0 | 50,497 | 137,834 | 398,149 | 9,564 | 898,002 | 499,853 | | and Chief Financial Officer | | | | | | | | | |

  46. Our Peer Group Comparison

    | (1) Because the pension amounts shown in the Summary Compensation Table and the Pension Benefits Table are projections of future retirement benefits, numerous assumptions must be applied. In general, the assumptions should be the same as those used to calculate the pension liabilities in accordance with U.S. GAAP on the measurement date, although the SEC permits certain exceptions. The assumptions we use are described in Note 15 of our financial statements in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. As described in such Note, the discount rate assumption is 5.82% for the Retirement Plan and 5.57% for the SERP. The accumulated benefit is based on service and W-2 earnings (plus 401(k) deferrals minus taxable automobile allowance, as described above) considered by the plans for the period through December 31, 2024. We also assumed that for the Retirement Plan, 90% of participants would elect to receive a lump sum and 10% of participants would elect to receive an annuity. For the SERP, we assumed 100% of participants would elect a lump sum. We used a 5.82% interest rate for any lump sum payments in the Retirement Plan and 5.57% interest rate for any lump sum in the SERP. The post-retirement mortality assumption is based on the prescribed mortality assumption under PRI-2012 mortality table, with a no-collar adjustment for the Retirement Plan and white-collar adjustment for the SERP, projected generationally from 2012 using Scale MP-2021 with separate mortality for annuitants and non-annuitants. The changes in the pension values shown in the Summary Compensation Table are determined as the change in the values during the fiscal year (including the impact of changing assumptions from the prior fiscal year). |

  47. Our Peer Group Comparison

    | Adjustments to Determine “Compensation Actually Paid” for PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Increase/deduction for Change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | $(117,963) | $(433,188) | $1,917,485 | $(214,283) | $(1,574,593) | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(303,459) | $(317,776) | $(255,278) | $(256,482) | $(241,555) | | Increase for fair value of awards granted during Year that remain unvested as of Year end | $45,993 | $(18,978) | $25,175 | $13,443 | $37,054 | | Increase/deduction for change in fair value from prior Year-end to current Year-end of awards granted prior to Year that were outstanding and unvested as of Year-end | $32,143 | $(16,547) | $37,765 | $9,375 | $(45,051) | | Increase/deduction for change in fair value from prior Year-end to vesting date of awards granted prior to Year that vested during Year | $300,331 | $301,749 | $73,056 | $82,742 | $377,489 | | Increase for fair value of awards granted during Year that vest during Year | $228,686 | $150,962 | $184,958 | $123,669 | $112,560 | | Total Adjustments | $185,731 | $(333,778) | $1,983,161 | $(241,536) | $(1,334,096) |

  48. Our Peer Group Comparison

    | Adjustments to Determine “Compensation Actually Paid” for Non-PEO NEOs | 2024 | 2023 | 2022 | | 2021 | 2020 | | Increase/deduction for Change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | $(86,922) | $(313,744) | $612,619 | | $(51,938) | $(663,135) | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(119,453) | $(127,762) | $(135,147 | | $(107,290) | $(101,224) | | Increase for fair value of awards granted during Year that remain unvested as of Year end | $18,395 | $(3,792) | $10,070 | | $5,366 | $14,821 | | Increase/deduction for change in fair value from prior Year-end to current Year-end of awards granted prior to Year that were outstanding and unvested as of Year-end | $12,859 | $(6,619) | $15,103 | | $3,749 | $(18,020) | | Increase/deduction for change in fair value from prior Year-end to vesting date of awards granted prior to Year that vested during Year | $60,066 | $60,340 | $29,217 | | $33,097 | $150,981 | | Increase for fair value of awards granted during Year that vest during Year | $134,230 | $88,608 | $132,113 | | $54,980 | $50,041 | | Deduction of fair value of awards granted prior to Year that were forfeited during Year | — | — | $(65,366 | )* | — | — | | Total Adjustments | $19,175 | $(302,969) | $598,609 | | $(62,036) | $(566,536) |

  49. Our Peer Group Comparison

    | (6) The Company has identified Diluted Earnings Per Share Growth as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2024 to the Company’s performance. |

  50. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance We disclose below, in no particular order, the most important measures used by the Company to link compensation actually paid to our NEOs for 2024 to Company performance.

  51. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | · | Net Income |

  52. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | · | Diluted Earnings Per Share Growth |

  53. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | · | Average Deposits |

  54. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | · | Level of Classified Assets |

  55. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures