Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.20.4
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2020
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION
Note 14
STOCK-BASED COMPENSATION
 
 
At December 31, 2020, the Company had three stock-based
 
compensation plans, consisting of the 2011
 
Associate Incentive Plan
(“AIP”), the 2011 Associate Stock
 
Purchase Plan (“ASPP”), and the 2011
 
Director Stock Purchase Plan (“DSPP”).
 
These plans,
which were approved by the shareowners in April 2011,
 
replaced substantially similar plans approved by the
 
shareowners in
2004.
 
Total compensation
 
expense associated with these plans for 2018 through 2020 was $
1.9
 
million, $
2.2
 
million, and $
1.6
million, respectively.
 
 
AIP.
 
The AIP allows the Company's Board of Directors to award
 
key associates various forms of equity-based incentive
compensation.
 
Under the 2011 AIP there were
875,000
 
shares reserved for issuance.
 
On an annual basis, the Company,
 
pursuant
to the terms and conditions of the AIP,
 
will create an annual incentive plan (“Plan”),
 
under which all participants are eligible to
earn performance shares.
 
Awards under
 
the 2020 Plan were tied to internally established performance
 
goals.
 
At base level
targets, the grant-date fair value of the shares eligible
 
to be awarded in 2020 was approximately $
0.9
 
million.
 
Approximately
60
% of the award is in the form of stock and
40
% in the form of a cash bonus.
 
For 2020 a total of
20,230
 
shares were eligible for
issuance, but additional shares could be earned if performance
 
exceeded established goals.
 
A total of
21,682
 
shares were earned
for 2020.
 
The Company recognized expense of $
1.0
 
million, $
0.9
 
million, and $
1.1
 
million for years ended 2020, 2019 and 2018,
respectively related to the AIP.
 
 
Executive Long-Term
 
Incentive Plan (“LTIP”)
.
 
In 2007, the Company established a Performance Share
 
Unit Plan under the
provisions of the AIP that allows William
 
G. Smith, Jr., the Chairman,
 
President, and Chief Executive Officer of CCBG, Inc.
 
to
earn shares based on the compound annual growth rate
 
in diluted earnings per share over a three-year period.
 
At December 31,
2020, there were three LTIP
 
agreements in place for the years 2018-2020.
 
The Company recognized $
0.2
 
million, $
0.6
 
million,
and $
0.3
 
million in expense for years 2020, 2019 and 2018, respectively,
 
under these LTIP
 
agreements.
 
In addition, the Company
entered into similar LTIP
 
agreements with Thomas A. Barron, the President of CCB for
 
the years 2018-2020 that allows shares to
be earned based on the compound annual growth
 
rate in diluted earnings per share over a three-year period.
 
At December 31,
2020, there were three LTIP
 
agreements in place for the years 2018-2020.
 
The Company recognized $
0.1
 
million, $
0.2
, and $
0.2
million in expense for years 2020, 2019 and 2018,
 
respectively.
 
Shares issued under Mr.
 
Barron’s LTIP
 
plans were
7,218
 
in
2020,
10,460
 
in 2017 and
9,810
 
in 2018.
 
The Company also entered into a similar agreement with J. Kimbrough
 
Davis, Chief
Financial Officer of the Company for the
 
years 2018-2020 that allows shares to be earned based on
 
the compound annual growth
rate in diluted earnings per share.
 
The Company recognized $
0.1
 
million, $
0.4
 
million, and $
0.2
 
million in expense for the years
ended 2020, 2019 and 2018, respectively,
 
under this agreement.
 
Shares issued under Mr.
 
Davis’s LTIP
 
plan were
7,218
 
in 2020,
4,812
 
in 2019 and
2,406
 
in 2018.
 
 
After deducting the shares earned in 2020 under the
 
AIP and LTIP,
299,344
 
shares remain eligible for issuance under the 2011
AIP.
 
DSPP.
 
The Company’s DSPP allows the
 
directors to purchase the Company’s
 
common stock at a price equal to
90
% of the
closing price on the date of purchase.
 
Stock purchases under the DSPP are limited to the amount of the
 
directors' annual retainer
and meeting fees.
 
Under the 2011 DSPP there were
150,000
 
shares reserved for issuance.
 
For 2020, the Company issued
16,119
shares and recognized approximately $
36,000
 
in expense under the DSPP.
 
For 2019, the Company issued
15,332
 
shares and
recognized approximately $
38,000
 
in expense under the DSPP.
 
For 2018, the Company issued
14,470
 
shares under the DSPP and
recognized approximately $
35,000
 
in expense related to this plan.
 
At December 31, 2020, there are
2,459
 
shares eligible for
issuance under the 2011 DSPP.
 
ASPP.
 
Under the Company’s ASPP,
 
substantially all associates may purchase the Company’s
 
common stock through payroll
deductions at a price equal to
90
% of the lower of the fair market value at the beginning or end
 
of each six-month offering
period.
 
Stock purchases under the ASPP are limited to
10
% of an associate's eligible compensation, up to a maximum
 
of $
25,000
(fair market value on each enrollment date) in any
 
plan year.
 
Under the 2011 ASPP there were
593,750
 
shares of common stock
reserved for issuance.
 
For 2020,
33,910
 
shares were acquired and approximately $
160,000
 
in expense was recognized under the
ASPP.
 
For 2019,
27,304
 
shares were acquired and approximately $
100,000
 
in expense was recognized under the ASPP.
 
For
2018,
19,503
 
shares were acquired under the ASPP and approximately
 
$
70,000
 
in expense was recognized related to this plan.
 
At
December 31, 2020,
242,859
 
shares remained eligible for issuance under the ASPP.
 
Based on the Black-Scholes option pricing model, the
 
weighted average estimated fair value of each of the purchase
 
rights
granted under the ASPP was $
5.83
 
for 2020.
 
For 2019 and 2018, the weighted average fair value purchase right
 
granted was
$
3.61
 
and $
3.57
, respectively.
 
In calculating compensation, the fair value of each stock
 
purchase right was estimated on the date
of grant using the following weighted average assumptions:
2020
2019
2018
Dividend yield
2.4
%
2.0
%
1.4
%
Expected volatility
45.6
%
17.4
%
18.7
%
Risk-free interest rate
0.9
%
2.3
%
1.8
%
Expected life (in years)
0.5
0.5
0.5