UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Capital City Bank Group, Inc

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Notice of

2025 Annual Meeting of Shareowners

and

Proxy Statement

	217 North Monroe Street
	Tallahassee, Florida 32301

LETTER TO SHAREOWNERS

217 North Monroe Street

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

CONTENTS

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.

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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.

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THE FOLLOWING 12 DIRECTORS HAVE BEEN NOMINATED for ELECTION:

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EXECUTIVE OFFICERS

Our officers are appointed annually by the Board at the first meeting of the Board held after the shareowners’ annual meeting. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death. Thomas A. Barron and William G. Smith, Jr. serve as directors and executive officers, and Jeptha E. Larkin is an executive officer.

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CORPORATE GOVERNANCE at capital city

GOVERNING PRINCIPLES

We are committed to creating and maintaining a business atmosphere with the highest ethical standards and integrity. We believe our Directors should possess the highest personal and professional ethics, integrity and values, and represent the best interests of the Company to create shareowner value. An unwavering adherence to high ethical standards is the foundation on which our business and reputation thrive and is integral to sustaining a successful, high-caliber company.

ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE

Environmental

We recognize the value of environmental stewardship and seek opportunities to reduce our carbon footprint and incorporate energy efficiency products into business operations.

In 2022 through 2024, we made commitments for a $7 million investment in SOLCAP 2022-1, LLC, a $7 million investment in SOLCAP 2023-1, LLC, and a $9.1 million investment in SOLCAP 2024-1, LLC. Each of these funds were formed to make solar tax equity investments in renewable solar energy projects and provided us with tax credits and other tax benefits. These projects will produce approximately 31,778,716 kw hours of clean power each year. The clean power produced is equivalent to removing approximately 21,350 metric tons of greenhouse gas emissions. We plan to continue to review these kinds of investment opportunities as they arise.

We work to ensure lending activities do not encourage business activities that could cause irreparable damage to our reputation or the environment. In general, we evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis, including a review of environmental matters related to certain real estate loans, which is overseen by our Credit Risk Oversight Committee.

To prepare for any climate-related occurrences, our business continuity plan addresses how to maintain business operations in response to a disastrous event. We offer disaster assistance to our associates, including accommodation and shelter reimbursement in case of evacuations or sustained power outages.

Sustainable Investing. Capital City Wealth offers sustainable investing (SI) strategies that seek to grow capital by employing a globally focused and sustainable investment approach. The SI investing portfolios take a broader approach to evaluating risk and do so over a long-term horizon by evaluating a company’s environmental, social, and governance risks, in addition to traditional financial risks.

Social

“Be Committed to Community” is one of our core values and integral to our culture. We believe that this commitment not only builds better communities but also helps us attract and retain associates. We encourage our associates to volunteer their hours with service organizations and philanthropic groups in the communities we serve.

We recorded 9,542 community service hours in 2024, and 10,526 and 9,508 hours in 2023 and 2022, respectively. Additionally, the CCBG Foundation donated approximately $0.3 million in 2024 and 2023 and approximately $0.2 million in 2022 to various non-profit organizations in the communities we serve.

Since 2015, we have annually supported the United Way of the Big Bend in analyzing financial information for its annual grant review process. Many of these grants are provided to low-moderate income communities in North Florida’s Big Bend area.

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Financial literacy is a priority. In 2024, the CCBG Foundation made grants totaling $167,000 to Community Reinvestment Act of 1977 (“CRA”) eligible organizations in our market area. We provide educational outreach regarding home ownership and financial access for minorities. During 2020 to 2023, we partnered with Habitat for Humanity and Warrick Dunn Charities to build and furnish four homes, with our associates providing volunteer hours. We continue to originate loans under the Habitat for Humanity loan program and community development loans under various affordable housing, community service, and revitalization projects.

During tax season, we provide locations for community residents to access Volunteer Income Tax Assistance (VITA) services. VITA is a nationwide IRS program that offers free tax preparation assistance to people who generally make $60,000 or less, persons with disabilities, the elderly, and limited English-speaking taxpayers who need assistance in preparing their own tax returns.

Human Capital

Our culture distinguishes us from our competitors and is the driving force behind our continued success. Our leadership is committed to a culture that values people alongside results.

Our brand promise (“More than your bank. Your banker.”) and purpose (“We empower our clients’ financial wellness and help them build secure futures”), together with our core values statement (“Do the Right Thing, Build Relationships & Loyalty, Embrace Individuality & Value Others, Promote Career Growth, Be Committed to Community, and Represent the Star (our bank) Proudly”), are the foundation on which our culture is built.

The bank has grown significantly since its beginnings in 1895. Our commitment to fostering a culture that values our associates across our entire footprint remains unwavering. We have a chief culture officer and a chief inclusion officer whose priority is to ensure our culture is upheld and associates exemplify our values.

At December 31, 2024, we had approximately 969 associates, approximately 940 full-time associates and approximately 29 part-time associates. At December 31, 2024, approximately 68% of our workforce was female, 32% was male, and approximately 21% was ethnic minorities. None of our associates are represented by a labor union or covered by a collective bargaining agreement.

Our commitment to people and being an employer with integrity and heart has earned us numerous accolades including: one of the “Best Companies to Work for in Florida” by Florida Trend for 13 consecutive years, a “Best Bank to Work For” by American Banker for 12 consecutive years and being named by Forbes in 2023 and 2024 as one of “America’s Best-in-State Banks, a selection made from direct consumer feedback and online reviews.

The average tenure of our associates is approximately 9.4 years, and the average tenure of our management team is 23.9 years. Tenure statistics support these accolades and further demonstrate that associates enjoy working for Capital City Bank.

Health and Safety. Our business success is fundamentally connected to our associates’ well-being. We make available to our associates a voluntary wellness program, StarFit, that provides associates with resources and good-health opportunities through exercise, diet, and preventive care.

Compensation and Benefits Program. To attract and retain experienced associates we offer competitive compensation and benefits.

Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals, and create long-term value for our shareowners. We provide our associates with compensation packages that include base salary and annual incentive bonuses, and certain associates can receive equity awards tied to the Company’s performance.

Experience has taught us that a compensation program with both short- and long-term awards provides fair and competitive compensation and aligns associate and shareowner interests by incentivizing business and individual performance. This dual approach also encourages long-term company performance and integrates compensation with our business plans.

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In addition to cash and equity compensation, we offer associates benefits including life and health (medical, dental & vision) insurance, paid time off, an associate stock purchase plan, and a 401(k) plan. Associates hired prior to 2020 are eligible to participate in a pension plan.

A core value is providing associates the ability to “grow a career.” To that end, we support and encourage associates to pursue personal and professional development through higher education. We offer an educational Tuition Assistance Plan to help eligible associates continue or begin post-high school education, develop skills, increase knowledge, and aid in career development.

Governance

Our corporate governance framework fosters an engaged, independent board with diverse perspectives who are committed to creating long-term value for our shareowners. In so doing, the Company recognizes the interests of its shareowners will be advanced by responsibly taking into account the concerns of the Company’s other constituencies, including clients, associates, the communities in which the Company conducts its business, the public at large, and the governmental entities that regulate the Company’s business.

Specifically, the Board of Directors

Corporate Governance and Nominating Committee Report

During 2024, the Corporate Governance and Nominating Committee focused its efforts on:

2024 Corporate Governance and Nominating Committee:

Laura L. Johnson (Chair)

Robert Antoine

Bonnie J. Davenport

William Eric Grant

Ashbel C. Williams

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BOARD’S RESPONSIBILITIES AND DUTIES

Succession Planning

The Board plans for succession to the position of chief executive officer as well as certain other senior management positions. William G. Smith, Jr., our chairman, president, and CEO, assists the Board by providing an annual assessment of senior managers and their potential to succeed him, as well as an assessment of associates considered potential successors to certain other senior management positions. Additionally, an outside consulting firm annually provides the Board an independent assessment of select associate candidate qualifications.

The Corporate Governance and Nominating Committee and the independent directors annually review these assessments in an executive session. In addition, the Board interacts with members of senior management who are potential successors to our executive management.

Board Refreshment

The Corporate Governance Guidelines support board refreshment through mandatory resignation if the director does not receive a majority vote of support from our shareowners; mandatory tender of a resignation upon a change in our director’s principal employment; and a strict prohibition on serving on too many boards. The guidelines do not require term limits nor a mandatory retirement age. We believe that directors should not be subject to term limits nor a retirement age because they would likely cause the board to lose directors who have strong experience, institutional knowledge, and insight into the Company’s strategies, operations and risks. Our Board regularly reviews its own composition and skills, and plans for an orderly director transition and refreshment process in response to potential retirements, resignations, or gaps by identifying potential candidates. Recognizing the importance of balancing experience with fresh perspectives, the Board has added one director in 2016, three in 2017, one in 2018, one in 2019 and four in 2021.

Risk Management

Risk management is a key component of our corporate strategy. Specific risks are assessed at our committee levels, and the Board oversees our risk management process, discussing and reviewing with management major policies that address risk assessment and risk management. The Board is regularly informed through committee reports about our risks. Our Enterprise Risk Oversight Committee reports to the Board at least twice per year. This Committee assists the Board in establishing and monitoring the Company’s key risks and meets at least quarterly. Further, our Disclosure Committee oversees the Company’s disclosure control framework and reports its activities and findings to the Audit Committee on a regular basis.

Board and Committee Evaluations

The Corporate Governance and Nominating Committee uses a variety of methods to annually evaluate the Board and its Committees. In 2024, the Committee engaged an outside firm, Bank Director, to evaluate board and committee performance. Directors submitted completed questionnaires directly to Bank Director, which summarized the results without attribution. The Corporate Governance and Nominating Committee discussed the results, followed by the full Board.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to implement the Nasdaq corporate governance listing standards and various other corporate governance matters.

Codes of Conduct and Ethics

The Board has adopted Codes of Conduct applicable to all directors, officers, and associates, and a Code of Ethics applicable to our chief executive officer and our financial and accounting officers, all of which are available, without charge, on our website (www.ccbg.com) or upon written request to:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

These codes are designed to comply with Nasdaq and Security Exchange Commission requirements. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination.

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Board structure and process

Independent Directors

Our common stock is listed on the Nasdaq Global Select Market. Nasdaq requires that a majority of our directors be “independent,” as defined by Nasdaq’s rules. Generally, a director does not qualify as an independent director if the director or a member of a director’s immediate family has had in the past three years certain relationships or affiliations with us, our outside auditors, or other companies that do business with us. Under current Nasdaq rules, our Board must undertake both a subjective and an objective determination of the independence of the directors. For purposes of the objective determination, our Board utilizes the objective standards of independence set forth in the Nasdaq rules. Our Board has affirmatively determined that the following current directors, constituting a majority of our directors, are independent: Robert Antoine, William F. Butler, Stanley W. Connally, Jr., Marshall M. Criser III, Kimberly A. Crowell, Bonnie J. Davenport, William Eric Grant, Laura L. Johnson, John G. Sample, Jr., and Ashbel C. Williams. The Board, in making its independence determinations, considered the following relationships between the Company and the directors, and determined that none of the relationships for the directors and director nominees set forth below constituted a material relationship between the director or director nominee and the Company: (1) the Company or its subsidiaries provided non-preferential, ordinary course financial products and services to certain of our directors and director nominees, some of their immediate family members, and entities affiliated with some of them or their immediate family members; and (2) Ms. Davenport is the founding principal, president, and majority owner of BKJ, Inc. Architecture (“BKJ”), a company that has provided architectural services to, and received fees from, the Company over the last several years.

Board Leadership

The Board does not have a policy with respect to separation of the positions of chairman and CEO or with respect to whether the chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time. When the chairman of the board is a member of management or is otherwise not independent, the independent directors elect a lead independent director, which we discuss below. Currently, William G. Smith, Jr. serves as our chairman and CEO. Given the fact that Mr. Smith is tasked with the responsibility of implementing our corporate strategy, we believe he is best suited for leading discussions regarding performance relative to our corporate strategy, and these discussions represent a significant portion of our Board meetings.

Lead Independent Director

The independent directors of our Board of Directors annually elect an independent director to serve in a lead capacity. Although elected annually, the lead independent director is generally expected to serve for more than one year. Mr. Connally currently serves as our lead independent director. The lead independent director’s duties, which are listed in a Board approved charter, include:

We have posted the Lead Independent Director Charter on our website, www.ccbg.com.

Independent Director Meetings In Executive Sessions

Our independent directors regularly meet without any Company associates present in executive sessions. Any independent director may call an executive session of independent directors at any time. In 2024, the independent directors met in an executive session five times.

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Director Nominating Process

The Corporate Governance and Nominating Committee annually reviews and makes recommendations to the full Board regarding the composition and size of the Board so that the Board consists of members with the proper experience, skills, attributes, and personal and professional backgrounds needed by the Board, consistent with applicable Nasdaq and regulatory requirements.

The Corporate Governance and Nominating Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our shareowners. The Corporate Governance and Nominating Committee will consider criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined by the Nasdaq listing standards, the business experience currently desired on the Board, geography, the nominee’s banking industry experience, and the nominee’s general ability to enhance the overall composition of the Board. The Corporate Governance and Nominating Committee does not have a formal policy on diversity; however, the Board and the Corporate Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints and considers this issue during the annual board and committee evaluation process.

Our Corporate Governance and Nominating Committee identifies nominees for directors primarily based upon suggestions from shareowners, current directors, and executives. Shareowners who wish to suggest candidates may submit the name and qualifications of the candidate to the Corporate Governance and Nominating Committee c/o Capital City Bank Group, Inc., 217 North Monroe Street, Tallahassee, Florida 32301. Candidates for director recommended by shareowners are afforded the same consideration as all other candidates. The Chair of the Corporate Governance and Nominating Committee and at least one other member of the Corporate Governance and Nominating Committee interviews director candidates. The full Board formally nominates candidates for director to be included in the slate of directors presented for shareowner vote based upon the recommendations of the Corporate Governance and Nominating Committee following this process.

Voting Standard

Our Bylaws provide that in an uncontested election, if a nominee for director does not receive at least a majority of the votes cast at any meeting for the nominee’s election at which a quorum is present, then the director must promptly tender the director’s resignation to the Board. The Corporate Governance and Nominating Committee would then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation and publicly disclose its decision and the rationale behind the decision within 90 days from the date of the certification of the election results. If a director’s resignation is not accepted by the Board, then such director will continue to serve the remainder of the director’s term. If a nominee’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as our director, a person must deliver to our Corporate Secretary a written agreement that such person will abide by these requirements.

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Board Diversity

The demographic information presented in the matrix below is based on voluntary self-identification by each director. Additional biographical information of our directors nominated for reelection and executive officers is set forth above.

Director Service on Other Boards

To ensure that our directors can provide sufficient time and attention to the Company, our directors may not serve on more than three other boards of directors of public companies. Our CEO may not serve on more than two other boards of directors of public companies.

Change in Director Occupation

A director whose principal occupation or business association changes substantially during the director’s tenure must tender a resignation for consideration by the Corporate Governance and Nominating Committee. The Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

DIRECTOR ATTENDANCE

Our Board met nine times in 2024. Each of our directors attended at least 95.6% of the aggregate number of meetings of the Board and Committees on which they served. We expect all directors to attend our Annual Meeting. Each of our directors, who was a director at the time of our Annual Meeting in 2024, attended the 2024 Annual Meeting.

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SHAREOWNER COMMUNICATIONS

Our Corporate Governance Guidelines provide for a process by which shareowners may communicate with the Board, a Board committee, the independent directors as a group, or individual directors. Shareowners who wish to communicate with the aforementioned constituencies may do so by sending written communications to the address below:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

Communications will be compiled by our Corporate Secretary and submitted to the Board, a committee of the Board, or the appropriate group of directors or individual directors, as appropriate, at the next regular meeting of the Board. The Board has requested that the Corporate Secretary submit to the Board all communications received, excluding those items that are not related to board duties and responsibilities, such as: mass mailings, job inquiries, resumes, advertisements, solicitations, and surveys.

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BOARD COMMITTEE MEMBERSHIP

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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

Equity Compensation

Stock Grant. Each independent director earns restricted shares of our common stock valued at $30,000. The restricted shares are granted at the February Compensation Committee meeting and vest on December 31^st of the same calendar year, provided that these shares will be forfeited if we incur a net loss for the year in which the grants were made. The restricted stock is issued under the terms of our 2021 Associate Incentive Plan.

Director Stock Purchase Plan. Directors are also permitted to purchase shares of common stock at a 10% discount from fair market value under our 2021 Director Stock Purchase Plan. During 2024, 14,969 shares were purchased. As of December 31, 2024, there were 237,602 shares of common stock available for issuance to directors under this plan. Purchases under this plan were not permitted to exceed the annual retainer and meeting fees received. Our shareowners adopted the Director Stock Purchase Plan at our 2021 Annual Meeting.

Perquisites and Other Personal Benefits

We provide directors with perquisites and other personal benefits that we believe are reasonable, competitive and consistent with our overall director compensation program. The value of the perquisites for each director in the aggregate is less than $10,000.

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Director Compensation Table

The following table sets forth a summary of the compensation we paid in 2024 to our directors (other than directors who are also executive officers):

Stock Ownership Expectations

We maintain stock ownership guidelines for all independent directors. Under our current guidelines, each independent director is expected to own our common stock equal in value to 10 times their annual director retainer fees (including annual cash and equity grants). Directors have 10 years from the date they are first appointed or elected to our Board to meet the stock ownership requirement. The Compensation Committee has determined that as of December 31, 2024, all directors have met our share ownership expectations or are on track to meet these expectations within the stated time period of 10 years from date of appointment or election.

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TRANSACTIONS WITH RELATED PERSONS

PROCEDURES FOR REVIEW, APPROVAL, OR RATIFICATION OF RELATED PERSON TRANSACTIONS

We recognize that related person transactions may raise questions among our shareowners as to whether the transactions are consistent with our best interests and our shareowners’ best interests. We generally do not enter into or ratify a related person transaction unless our Board, acting through the Audit Committee or otherwise, determines that the related person transaction is in, or is not inconsistent with, our best interests and our shareowners’ best interests. We have adopted a written Related Person Transaction Policy.

Under our procedures, each director, executive officer, and nominee for director submits to our designated compliance officer certain information to assist us in monitoring the presence of related party transactions. On an ongoing basis, and to the best of their knowledge, directors and executive officers are expected to notify our designated compliance officer of any updates to that information. We use our best efforts to have our Audit Committee pre-approve all related person transactions. In the event a related person transaction was not pre-approved by the Audit Committee, the transaction is immediately submitted for the Audit Committee’s review for ratification or attempted rescission.

In addition to the policy described above, we circulate a questionnaire each quarter to our directors and executive officers, in which respondents are required to disclose, to the best of their knowledge, all related person transactions that occurred in the previous quarter.

TRANSACTIONS WITH RELATED PERSONS

Some of our directors and officers and their affiliates, are clients of, and have, in the ordinary course of business and banking, transacted with, Capital City Bank. These transactions include loans, commitments, lines of credit, and letters of credit, any of which may, from time to time, exceed $120,000. All loans included in these transactions were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons who were not affiliates of Capital City Bank and, in the opinion of management, did not involve more than the normal risk of collectability or presented other unfavorable features. The Capital City Bank Board of Directors approved each of these transactions.

For the year ended December 31, 2024, we have not identified any transactions or series of similar transactions (other than the ordinary course of business transactions discussed above) for which we are a party in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, or holder of more than 5% of our capital stock had or will have a direct or indirect material interest other than as follows:

The Company leases land from a partnership (Smith Interests General Partnership L.L.P.) in which William G. Smith, Jr. has an interest. The Company made lease payments totaling $0.1 million in 2024 and $0.2 million in 2023. In December 2023 the lease payments adjusted to $0.1 million annually due to a reduction in the size of the parcel leased by the Company. The payments under the lease agreement provide for annual lease payments of approximately $0.1 million annually through December 2033, and thereafter, increase by 5% every 10 years until 2053 at which time the rent amount will adjust based on reappraisal of the parcel rental value. The Company then has four successive options to extend the lease for five years each with rental increases of 5% at each extension. Further, in accordance with this lease agreement, the Company made a $0.5 million payment in May 2024 to the lessor as reimbursement for a portion of the costs related to the development of subject property to support the construction of a new banking office by the Company.

William G. Smith, III, the son of our Chairman, President and Chief Executive Officer, William G. Smith, Jr., is employed as Chief Lending Officer at Capital City Bank. In 2024, William G. Smith, III’s total compensation (consisting of annual base salary, annual bonus, and stock-based compensation) was determined in accordance with the Company’s standard employment and compensation practices applicable to associates with similar responsibilities and positions.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Overview

Capital City’s Performance Highlights

We believe Capital City has performed well and has positioned itself to take advantage of new opportunities. Consider that:

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We are Focused on Being Careful with How We Spend our Shareowners’ Money

We have an experienced and hardworking management team. In fact, members of our executive management team have more than 31 years of experience in the banking industry on average. We have been able to retain our management team by strongly linking pay to performance. Compare how our CEO’s base salary matches up to the median base salary of the CEOs of our 2024 peer group, which is listed on page 31:

Mr. Smith’s relatively low base salary does not reflect his performance level, but rather it reflects our conservative compensation philosophy. Superior compensation should be earned through superior performance. Because Capital City’s performance was adversely affected during last decade’s recession, we significantly limited the raises our named executive officers received during that time frame. On the other hand, as Capital City has thrived, we have recognized our executives’ performance through base salary increases.

We Strive to Maximize Shareowner Return

At Capital City, we strive to foster a culture of accountability to our shareowners and work to maximize shareowner return each day. In fact, this is why we refer to our shareholders as “shareowners” – we understand that we work for the benefit of Capital City’s owners. We also believe that a good way to align the interests of our associates with the interests of our shareowners is to encourage our associates to become shareowners. We are proud to offer our associates the ability to purchase shares of Capital City through our 2021 Associate Stock Purchase Plan and through the Capital City 401(k) Plan. We also pay our directors, executive officers and senior management team partially in shares of Capital City stock and maintain robust share ownership requirements for many of these individuals.

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Pay for Performance is Integral to the Capital City Culture

Our focus on maximizing shareowner return and the strong ownership culture among our associates makes it much easier to implement a strong pay-for-performance compensation plan for your management team. Your executive officers do not expect to get paid well when Capital City’s results do not meet our expectations. On the other hand, when Capital City achieves its board approved performance goals, your management team should be rewarded. In 2024, a substantial majority of Mr. Smith’s eligible compensation was “at risk.”

(1)  Eligible Incentive Pay assumes performance goals met at the 100% level.

Compensation Best Practices

We are proud of the strong corporate governance practices we have implemented. Below we have summarized some of the important policies we have implemented to ensure that we provide compensation to align the interests of our executive officers with the interests of our shareowners. More importantly, we have summarized the compensation practices that we do not have because we believe that these particular practices are not in the best interests of our shareowners.

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COMPENSATION COMMITTEE REPORT

Our Compensation Committee met four times in 2024, including three executive sessions with only the Compensation Committee members present. Mr. Criser, the chair of our Committee, sets the meeting dates and agenda for the committee. In the past year, the Committee:

We have also reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K included in this Proxy Statement. Based on that review and discussion, we have recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement.

2024 Compensation Committee

Marshall M. Criser III (Chair)

William F. Butler

Kimberly A. Crowell

Laura L. Johnson

Compensation and Benefits Strategy

Our compensation strategy provides broad guidance on senior management compensation and more specifically on the compensation of the named executive officers. Our compensation objectives are to provide compensation programs that:

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We believe that accomplishing corporate goals is essential for our continued success and sustained financial performance. Therefore, we believe that executive officer compensation should be largely at-risk and performance based. Specific targets and weightings used for establishing short-term and long-term performance goals are subject to change at the beginning of each measurement period, and are influenced by the Board’s desire to emphasize performance in certain areas. Each year, the Compensation Committee reviews and approves all executive officer performance-based goals.

The compensation and benefits programs for our executives are designed with the goal of providing compensation that is fair, reasonable and competitive. These programs are intended to help us recruit and retain qualified executives, and provide rewards that are linked to performance while also aligning the interests of executives with those of our shareowners.

Compensation Philosophy

The Compensation Committee, with Board approval, has adopted the following compensation philosophy and set the following compensation objectives:

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.

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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:

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.

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Compensation Program Design

Compensation Framework

We design our specific compensation elements based on the following:

Specific Compensation Elements

Our executive compensation program is comprised of four discrete elements (which are each described in further detail below):

Discussion of Specific Compensation Elements

Base Salary

Our compensation philosophy guideline is to target base salaries at the 50^th 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 50^th 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 50^th percentile and Mr. Larkin’s base salary is 5.43% below the 50^th percentile. We consider an officer’s salary to be in line with the benchmark if it is within +/- 15% of the benchmark.

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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 75^th 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:

All three goals were achieved at a level allowing payment. Net income paid out at 105.03%, average deposit balance paid out at 200%, and classified assets paid out at 200%. Factoring in the component weighting of each goal, the total payout was 152.51%.

Messrs. Smith, Barron, and Larkin received a payout of $687,410; $597,763; and $209,206, respectively, under the Cash Incentive Plan. The payout represented 152.51% of the target.

Although the goals are generally consistent from year to year, the Compensation Committee evaluates the exact goals each year to better align incentives with the Company’s strategy. The goals can be based upon performing loan levels; loan growth; classified or non-performing asset levels; net charge-offs; deposit levels, including growth; increase in shareowner value; stock price; revenue, including growth; net interest income; fee income; net interest margin; non-interest income; non-interest expense; loan loss provision expense; expense management; net income; earnings per share; return on assets; return on shareowners’ equity; return on capital; efficiency ratio; or the extent to which direct reporting managers meet their own goals based on designated metrics.

The total economic value of the Cash Incentive Plan for each named executive officer is set as a percentage of total incentive compensation. The total economic value of the target award at the 100% payout level represents 75% of total annual incentive compensation.

Stock-Based Incentive Plan. The Stock-Based Incentive Plan is a performance-based equity bonus plan in which selected members of management, including all named executive officers, are eligible to participate. The Stock-Based Incentive Plan is administered under our 2021 Associate Incentive Plan. The Compensation Committee believes the equity component of our incentive compensation package creates ownership in the Company and aligns the goals of our shareowners and named executive officers because it provides incentives to our named executive officers to focus on improving long-term performance. Payments under the Stock-Based Incentive Plan for named executive officers are payable as an award of 100% in performance shares and are designed to align the economic interests of management with those of our shareowners.

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In 2024, all participants in the Stock-Based Incentive Plan were eligible to earn an equity award tied to achievement of three distinct objectives weighted based on their relative relationship to overall performance of the Company:

Depending on performance, component payouts under the plan could have ranged from 0% to 200% of the target, and the maximum payout, in aggregate, could have been 200%.

All three goals were achieved at a level allowing payment. Net income paid out at 105.03%, average deposit balance paid out at 200%, and classified assets paid out at 200%. Factoring in the component weighting of each goal, the total payout was 152.51%.

Similar to the Cash Incentive Plan, the goals are generally consistent from year to year, but may change to align management’s incentive with the Company’s strategy. The goals are generally selected from the same group of metrics as available to be used in the Cash Incentive Plan.

The total economic value of the award for each named executive officer is set as a percentage of total incentive compensation. The total economic value of the target award at the 100% payout level is 100% in performance shares and represents 25% of total incentive compensation. The formula used a stock price of $28.05 to arrive at the number of performance shares granted. The price was derived based on the average high and low of the previous 10 trading days from date of grant (February 29, 2024). This formula was set by the terms of the 2021 Associate Incentive Plan.

For 2024, the named executive officers received the following shares:

Awards earned under the Stock-Based Incentive Plan are issued in the calendar quarter following the calendar year in which the awards were earned. Generally, any awards earned are issued in late January or early February.

Long-term Incentive Plan (LTIP) – Compound Annual Growth Rate in Diluted EPS. The Compensation Committee awards Messrs. Smith and Barron performance shares as provided in our 2021 Associate Incentive Plan. This plan is designed to correlate compensation with the long-term growth of the Company. Pursuant to this three-year plan, which is adopted each year to allow for the annual adoption of rolling three-year goals, we award performance shares and cash with an economic value equivalent ranging from $0 to $500,000 after the conclusion of each three-year performance period for Mr. Smith. For the year ended December 31, 2024, Mr. Barron could be awarded performance shares and cash with an economic value equivalent ranging from $0 to $200,000 after the conclusion of each performance period. Mr. Larkin does not currently have an LTIP.

Details of Mr. Smith’s long-term incentive plan

For the 2024 plan (with a possible payout in 2027 based on 2024-26 performance), the target award of $250,000 is based on Capital City achieving a 10% three-year compound annual growth rate in diluted earnings per share using $3.07 per share (2023 earnings) as the base amount. A maximum award of $500,000 would be earned if the compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level.

For the 2025 plan (with a possible payout in 2028 based on 2025-27 performance), the target award of $250,000 is based on Capital City achieving a 10% three-year compound annual growth rate in diluted earnings per share using $3.12 per share (2024 earnings) as the base amount. A maximum award of $500,000 would be earned if the compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level.

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Details of Mr. Barron’s long-term incentive plan

For the 2024 plan (with a possible payout in 2027 based on 2024-26 performance), the target award of $100,000 is based on Capital City achieving a 10% three-year compound annual growth rate in diluted earnings per share using $3.07 per share (2023 earnings) as the base amount. A maximum award of $200,000 would be earned if the compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level.

For the 2025 plan (with a possible payout in 2028 based on 2025-27 performance), the target award of $100,000 is based on Capital City achieving a 10% three-year compound annual growth rate in diluted earnings per share using $3.12 per share (2024 earnings) as the base amount. A maximum award of $200,000 would be earned if the compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level.

Benefits and Perquisites

Determining Benefit Levels. Benefit levels are reviewed periodically to ensure that the plans and programs provided are competitive and cost-effective for us, and support our human capital needs. Benefit levels are not tied to company, business area or individual performance.

Perquisites. We provide our named executive officers with perquisites that we believe are reasonable, competitive and consistent with our overall executive compensation program. The value of the perquisites for each named executive officer are reflected in the “All Other Compensation” column of the Summary Compensation Table on page 34.

Health, Dental, Disability and Life Insurance Coverage. The core insurance package for our named executive officers and senior management team includes health, dental, disability and basic group life insurance coverage. Our named executives and senior management participate in these benefits on the same basis as our other associates.

Paid Time-Off Benefits. We provide vacation and other paid holidays to all associates, including our named executive officers and senior management team, which are comparable to those provided at similarly sized financial institutions.

Post-Termination Compensation and Retirement Benefits

We provide retirement benefits to named executive officers and senior management through a combination of qualified (under the Internal Revenue Code) and nonqualified plans.

Retirement Plan. The Retirement Plan is a tax-qualified, noncontributory defined benefit plan intended to provide for an associate’s financial security in retirement. All full-time and part-time associates, hired prior to January 1, 2020, with 1,000 hours of service annually are eligible for the Retirement Plan. The Retirement Plan was closed to new entrants as of January 1, 2020.

401(k) Plan. The 401(k) plan provides associates the opportunity to save for retirement on a tax-favored basis. For associates hired after January 1, 2002, the associates receive a reduced pension benefit under the Retirement Plan and a 50% matching contribution (matched up to 6% of cash compensation) under the 401(k) Plan. For associates hired after December 31, 2019, no pension benefit is available, but each is eligible for a 3% annual company-paid contribution, regardless of deferral status. Executives may elect to participate in the 401(k) Plan on the same basis as our other similarly situated associates. No named executive officers are currently eligible for the company-sponsored match.

Supplemental Executive Retirement Plan. Messrs. Smith and Barron participate in our Supplemental Executive Retirement Plan (“SERP”) and, as of March 2024, Mr. Larkin participates in our Supplemental Executive Retirement Plan II (“SERP II” and, together with the SERP, the “SERPs”). The SERPs are nonqualified plans which provide benefits in excess of the Retirement Plan. The SERPs are designed to restore a portion of the benefits that the participants would otherwise receive under our Retirement Plan, if these benefits were not limited by U.S. tax laws. This more closely aligns the benefits of our named executive officers with those of other Retirement Plan participants. We have no obligation to fund the SERPs, but accrue for our anticipated obligations under the SERPs on an annual basis.

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Benchmarking

We use benchmarking as a method to understand what similar positions pay in similar organizations. In setting 2024 executive compensation, the Compensation Committee engaged Blanchard Consulting to create a custom peer group, based on the following traits: publicly traded bank holding company with 2023 assets at year-end between $2 billion and $15 billion, and located in Florida and nearby states. Peers were then narrowed to include only those which had filed a current proxy statement with executive compensation data.

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.

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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.

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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:

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.

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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.

Cash awards under the LTIP are shown in the third year of the three-year performance period, but only if actually paid out. Awards were as follows:

These amounts were earned during the years indicated and were paid to our named executive officers in January of the following year.

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Grants of Plan-Based Awards in 2024

As discussed in the Compensation Discussion and Analysis, cash bonus plan payouts and performance share units are awarded only when we achieve Board-approved established levels of performance.

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Outstanding Equity Awards at Fiscal Year-End 2024

The following table provides information on outstanding equity awards for our executive officers named in the Summary Compensation Table at the end of 2024 (except for Mr. Larkin who did not have any outstanding equity awards at the end of 2024).

Potential Payments Upon Termination or Change in Control

The amount of compensation (if any) that is payable to our named executive officers upon termination of employment depends on the nature and circumstances under which employment is ended. As discussed above, Mr. Larkin was added as a participant in the SERP II in March 2024.

Change in Control

In the event of a change in control, Messrs. Smith, Barron and Larkin will be credited with an additional two years of credited service for purposes of computation of retirement benefits payable under the SERPs; however, all of our named executive officers already have earned the maximum service time so no change in control provision would apply to their benefits. Accrued benefits based upon normal retirement (as defined by the Retirement Plan and the SERPs) are payable to Messrs. Smith, Barron and Larkin upon a change in control. A “change in control” under the SERPs means the sale of substantially all of our assets, a change in share ownership of greater than 50% within a 24-month period, or any other determination of change in control made by our Board of Directors.

In the event of a change in control, Messrs. Smith, Barron and Larkin would not receive any additional benefit under the qualified Retirement Plan but would have the same benefits as any associate who separates employment with the Company.

We have no post-employment compensation programs designed to provide benefits upon a change in control, other than those discussed above.

Payments Upon Termination of Employment

Voluntary Termination. If Messrs. Smith, Barron or Larkin voluntarily resigns from our employment, no amounts are triggered under the Cash Incentive Plan or the Stock-Based Incentive Plan. The executive may be entitled to receive benefits from the Retirement Plan and the SERPs to the extent those benefits have been earned under the provisions of the plans and the executive officer has met the vesting requirements of the plans. In addition, the executive would be entitled to receive any amounts voluntarily deferred (and the earnings on deferrals) under the 401(k) Plan.

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Retirement. As of December 31, 2024, Messrs. Barron, Larkin and Smith are eligible for normal retirement. As such, Messrs. Barron, Larkin and Smith may be entitled to receive benefits from the Retirement Plan and SERP to the extent those benefits have been earned under the provisions of the plans.

Death. If Messrs. Smith, Barron or Larkin dies while employed by us, the Retirement Plan and the SERPs will provide benefits to the heirs of the deceased executive to the extent those benefits have been earned under the provisions of the plans. The benefits are of the same value as those provided for a voluntary termination or early retirement as applicable.

Involuntary Termination with or without Cause. If Messrs. Smith’s, Barron’s or Larkin’s employment is involuntarily terminated, the executive may be entitled to receive benefits from the Retirement Plan and the SERPs to the extent those benefits have been earned under the provisions of the plans and the executive officer has met the vesting requirements of the plans. In addition, the executive would be entitled to receive any amounts voluntarily deferred (and the earnings on deferrals) under the 401(k) Plan.

Disability. In the event that Messrs. Smith, Barron or Larkin becomes disabled on a long-term basis, the executive officer’s employment by us would not necessarily terminate. If a named executive officer becomes disabled under the terms of the Retirement Plan or the SERPs, the executive will continue to accrue a retirement benefit until the earliest of recovery, death or retirement. This benefit cannot be paid as a lump sum distribution.

Payment Tables

Each named executive officer would have received the following payments had his employment terminated on December 31, 2024 under the following triggering events:

PENSION BENEFITS

Retirement Plan

The key provisions of the Retirement Plan are as follows:

Monthly Benefit. Participants with a vested benefit will be eligible to receive the following retirement benefits each month for the rest of their lives beginning at age 65:

Total benefits are limited by the Internal Revenue Code. In 2024, the limit was $275,000 per year or $22,917 per month. Additional provisions may apply for participants who were hired after January 1, 2002 or who worked for a company that we acquired. Associates hired after January 1, 2020 are not eligible to participate in the Retirement Plan.

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Final Average Monthly Compensation. The final average monthly compensation is the average of the highest five years of W-2 earnings (plus 401(k) deferrals minus taxable automobile allowance) within the previous 10 years, regardless of whether the years occur consecutively. Compensation is limited by the Internal Revenue Code to $345,000 per year (or $28,750 per month) for 2024.

Vesting. Participants become vested after reaching five years of service.

Early Retirement Benefits. Participants may elect to retire prior to their Normal Retirement Date.

Form of Payment. Participants may receive their pension benefit as an annuity or as a lump sum.

SERP

In general, the plan provisions for the SERPs are identical to the provisions of the Retirement Plan, except the benefits are calculated without regard to the limits set by the Internal Revenue Code on compensation and benefits. The net benefit payable from the SERPs are the difference between this gross benefit and the benefit payable by the Retirement Plan. The SERPs limit gross benefits to 60% of final average monthly compensation. As a general rule, we do not grant extra years of service under the SERPs other than in the event of a change in control, when we credit our named executive officers with an additional two years of credited service; however, all of our named executive officers already have earned the maximum service time. Exceptions may occur in limited instances such as a mid-career hire.

2024 Pension Benefit Table

The following table shows the years of credited service, present value of the accumulated benefit for the named executive officers as of December 31, 2024 and payments made during the last fiscal year.

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PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE Table for 2020 through 2024

As required by the SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three years. In determining “compensation actually paid,” or “CAP,” to our NEOs, those rules require us to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both reported in our SCT for the respective year, as well as the adjusted values required in this section for 2020 through 2024. Note that for our NEOs other than our PEO, compensation is reported as an average. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the section entitled “Executive Compensation” on page 34 above. 

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