DEF 14A: Capital City Bank Group Announces 2024 Annual Meeting of Shareowners

Sentiment:

Proxy Statement 13 March 2024 6:13 PM

📋All filings for Capital City Bank Group INC

Capital City Bank Group will hold its 2024 Annual Meeting of Shareowners on April 23, 2024, to vote on director elections and the ratification of independent auditors.

Better than expectedThe company's 2023 earnings totaled $52 million, a 56% increase over 2022.2023 year end loan balances grew $186 million, or 7.3%, over 2022.Tangible book value per share increased $3.18, or 18.4%, in 2023.The company increased cash dividends in 2023 by $0.10 per share, or 15.2%, over 2022.

Summary

Capital City Bank Group, Inc. will hold its 2024 Annual Meeting of Shareowners on April 23, 2024, in Tallahassee, Florida.
Shareowners of record as of February 22, 2024, are entitled to vote.
The meeting will include voting on the election of 12 directors and the ratification of FORVIS, LLP as the independent registered public accounting firm.
The Board of Directors recommends voting for all director nominees and for the ratification of FORVIS, LLP.
The proxy materials are available online at www.proxyvote.com.
In 2023, the company recorded 10,526 community service hours, and the CCBG Foundation donated $0.3 million to various non-profit organizations.
At February 8, 2024, the company had approximately 811 associates, with approximately 70% female and 22% ethnic minorities.
The company's 2023 earnings totaled $52 million, a 56% increase over 2022.
2023 year end loan balances grew $186 million, or 7.3%, over 2022.
Tangible book value per share increased $3.18, or 18.4%, in 2023.
The company increased cash dividends in 2023 by $0.10 per share, or 15.2%, over 2022.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance, community involvement, and a commitment to corporate governance. The company's earnings, loan balances, and tangible book value have increased, and it has received accolades as a best company to work for.

Positives

The company is committed to environmental stewardship, implementing recycling programs and energy-efficient lighting.
The company encourages community involvement, with associates recording 10,526 community service hours in 2023.
The CCBG Foundation donated $0.3 million to non-profit organizations in 2023.
The company offers Sustainable Investing (SI) strategies for wealth management clients.
The company fosters a culture that values people, diversity, and inclusion.
The company has received numerous accolades as a best company to work for.
The company offers a competitive compensation and benefits program to attract and retain experienced associates.
2023 was a record year of earnings which totaled $52 million, a 56% increase over 2022.
2023 year end loan balances grew $186 million, or 7.3%, over 2022.
Tangible book value per share increased $3.18, or 18.4%, in 2023.
The company increased cash dividends in 2023 by $0.10 per share, or 15.2%, over 2022.

Negatives

Average deposit balances declined $94 million, or 2.5%, in 2023, during a challenging environment.

Risks

The document mentions the importance of cybersecurity practices and insurance coverages to protect against cyberattacks.
The company acknowledges the need to prepare for climate-related occurrences with a business continuity plan.

Future Outlook

The company believes it has sufficient capital and liquidity to pursue and implement its long-term strategic initiatives.

Management Comments

William G. Smith, Jr. looks forward to sharing highlights from 2023 and discussing nearand longer-term plans for Capital City.
The Board of Directors encourages shareowners to let their voice be heard by voting.
The company strives to foster a culture of accountability to shareowners and work to maximize shareowner return each day.
The company understands that they work for the benefit of Capital City's owners.

Industry Context

The document provides insight into the corporate governance, executive compensation, and financial performance of a regional bank, Capital City Bank Group, which is relevant to understanding trends and benchmarks within the banking industry.

Comparison to Industry Standards

The document benchmarks Capital City Bank Group's executive compensation against a peer group of publicly traded bank holding companies with assets between $2B and $12B, located in Florida and nearby states.
The company aims to target base salaries for senior executives at the 50th percentile of its selected peer group.
The company aims to position direct compensation (salary, cash and equity compensation) of its senior executives at the 75th percentile of its selected peer group of banks dependent upon performance.
The company's peer group includes Amerant Bancorp, Inc., American National Bankshares Inc., BancPlus Corporation, and others.
The company's peer group was developed using metrics in line with the methods of the two largest international proxy advisory groups.

Related Party Transactions

Capital City Bank's Apalachee Parkway Office is located on land leased from the Smith Interests General Partnership L.L.P. (SIGP), in which William G. Smith, Jr. is a partner, with lease payments in 2023 amounting to approximately $198,000.
William G. Smith, III, the son of William G. Smith, Jr., is employed as Senior Vice President and Regional Market Executive, North Florida Region at Capital City Bank, with total compensation determined in accordance with the company's standard practices.

Stakeholder Impact

Shareowners are encouraged to participate in the Annual Meeting and vote on important matters.
Associates benefit from a commitment to diversity, inclusion, and a competitive compensation and benefits program.
Communities benefit from the company's community involvement and charitable donations.
Customers benefit from the company's commitment to financial literacy and sustainable investing strategies.

Next Steps

Shareowners are encouraged to vote on the proposals outlined in the proxy statement.
The company will hold its 2024 Annual Meeting of Shareowners on April 23, 2024.
The Board of Directors will act on any tendered resignations from director nominees and publicly disclose its decision within 90 days from the date of the certification of the election results.

Key Dates

Date	Description
1895	The bank's beginnings.
1982	William G. Smith, Jr. and Thomas A. Barron became directors.
1986	Jeptha E. Larkin joined Capital City.
1989	Stanley W. Connally, Jr. employed by Southern Company.
1990	John G. Sample, Jr. became a partner of Arthur Andersen LLP.
1992	Jeptha E. Larkin led the Capital City Bank Group Internal Audit Division.
1995	William G. Smith, Jr. became President and Chief Executive Officer and Chairman of Capital City Bank; Thomas A. Barron appointed President of Capital City Bank.
2002	John G. Sample, Jr. joined Atlantic American Corporation; Jeptha E. Larkin appointed Capital City Bank Controller; Associates hired after this date receive a reduced pension benefit and a 50% matching contribution under the 401(k) Plan.
2003	William G. Smith, Jr. elected Chairman.
2004	John G. Sample, Jr. became a director and chairman of the audit committee of 1st Franklin Financial Corporation.
2006	William G. Smith, Jr. became a director of Southern Company.
2007	The company ceased granting stock options.
2009	Kimberly A. Crowell co-founded Kalo Companies.
2010	John G. Sample, Jr. became Corporate Secretary of Atlantic American Corporation; Federal Reserve issued final guidance regarding incentive compensation.
2011	Bonnie J. Davenport became the president and founding principal of BKJ, Inc. Architecture.
2012	Stanley W. Connally, Jr. became Chairman, President, and Chief Executive Officer of Gulf Power Company; William Eric Grant promoted to President of Municipal Code Corporation.
2014	Marshall M. Criser III became the chancellor of the State University System of Florida.
2015	The company began annually supporting the United Way of the Big Bend.
2016	John G. Sample, Jr. became a director; The Board has added 10 new independent directors since this date.
2017	Stanley W. Connally, Jr. and William Eric Grant became directors; John G. Sample, Jr. retired from Atlantic American Corporation.
2018	Marshall M. Criser III became a director; Stanley W. Connally, Jr. ended his role as Chairman, President, and Chief Executive Officer of Gulf Power Company.
2019	Robert Antoine became a director; William Eric Grant promoted to CEO of Municipal Code Corporation.
2020	Associates hired post this date are not eligible to participate in the Retirement Plan; During this year to 2023, the company partnered with Habitat for Humanity, Warrick Dunn Charities, and Capital City Home Loans, LLC. to build and furnish four homes.
2021	Kimberly A. Crowell, Bonnie J. Davenport, and Ashbel C. Williams became directors; Shareowners adopted the Director Stock Purchase Plan at the Annual Meeting; Ashbel C. Williams retired from the Florida State Board of Administration.
2022	The company made a commitment for a $7 million investment in SOLCAP 2022-1, LLC; The company converted exterior lighting to LED at 64 offices.
2023	Jeptha E. Larkin appointed Executive Vice President and Chief Financial Officer; The company made a commitment for a $7 million investment in SOLCAP 2023-1, LLC; The CCBG Foundation donated $0.3 million to various non-profit organizations; The company committed $250,000 to the Second Harvest of the Big Bends capital campaign; Forbes named the company as one of Americas Best-in-State Banks; The company increased cash dividends by $0.10 per share, or 15.2%, over 2022; The company recouped compensation totaling $142,545 erroneously awarded in 2022 to Mr. Smith, Mr. Barron, Mr. Larkin, and Mr. J. Kimbrough Davis; The company filed amendments (the Restatements) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Reports on Form 10-Q for the three months ended March 31, 2023 and the three and six months ended June 30, 2023, including restated financial statements and related disclosures (collectively, the Impacted Financial Statements); The company restated the Statements of Cash Flows in the Companys consolidated financial statements for the years ended December 31, 2021 and 2022, 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).
2024-01-01	Increased Lead Independent Director annual retainer to $15,000, the Audit Committee Chair annual retainer to $12,000, and Corporate Governance and Nominating Chair annual retainer to $8,000, effective this date.
2024-02-08	Workforce demographics as of this date: approximately 811 associates, approximately 70% female, and approximately 22% ethnic minorities.
2024-02-22	Record date for shareowners entitled to notice of, attend, and vote at the Annual Meeting.
2024-03-01	Board Diversity Matrix as of this date.
2024-03-13	Date of letter to shareowners and proxy statement.
2024-04-22	Deadline for voting shares by proxy (11:59 p.m. Eastern Time).
2024-04-23	2024 Annual Meeting of Shareowners at 10:00 a.m. Eastern Time.
2024-11-13	Deadline for receipt of shareowner proposals to be included in the Proxy Statement for the 2025 meeting.
2024-12-24	Earliest date for receipt of shareowner proposals for the 2025 meeting that are not intended to be included in the Proxy Statement.
2025-01-23	Latest date for receipt of shareowner proposals for the 2025 meeting that are not intended to be included in the Proxy Statement.
2025-03-13	First anniversary of this year's Notice of Annual Meeting date.
2024-09-14	Earliest date for receipt of director nominations.

Keywords

Annual Meeting, Shareowners, Board of Directors, Director Election, Proxy Statement, Executive Compensation, FORVIS, Independent Auditors, Corporate Governance, Financial Performance, Capital City Bank Group

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