Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.23.4
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION
Note 14
STOCK-BASED COMPENSATION
At December 31, 2022, the Company had three stock-based compensation
 
plans, consisting of the 2021 Associate Incentive Plan
(“AIP”), the 2021 Associate Stock Purchase Plan (“ASPP”), and
 
the 2021 Director Stock Purchase Plan (“DSPP”).
 
These plans,
which were approved by the shareowners in April 2021, replaced substantially
 
similar plans approved by the shareowners in
2011.
 
Total compensation
 
expense associated with these plans for 2020 through 2022 was $
1.6
 
million, $
1.6
 
million, and $
2.3
million, respectively.
 
 
AIP.
 
The AIP allows key associates and directors to earn various forms of equity-based
 
incentive compensation.
 
Under the AIP,
there were
700,000
 
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
for associates under the 2021 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 2022 was approximately $
1.1
 
million.
 
Approximately
60
% of the award is in the
form of stock and
40
% in the form of a cash bonus.
 
For 2022, a total of
24,222
 
shares were eligible for issuance, but additional
shares could be earned if performance exceeded established goals.
 
A total of
41,460
 
shares were earned for 2022 that were issued
in January 2023.
 
For the years ended December 31, 2022 and 2021, Directors earned
11,847
 
and
10,377
 
shares, respectively,
under the Plan. The Company recognized expense of $
1.9
 
million, $
1.2
 
million and $
1.0
 
million for the years ended December
31, 2022, 2021 and 2020, respectively,
 
related to the AIP.
 
Executive Long-Term
 
Incentive Plan (“LTIP”)
.
 
The Company has 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.,
Thomas A. Barron, the President of CCB, and J. Kimbrough Davis, Chief Financial
 
Officer of the Company to earn shares based
on the compound annual growth rate in diluted earnings per share over
 
a three-year period.
 
The Company recognized expense of
$
0.2
 
million, $
0.2
 
million and $
0.4
 
million for the years ended December 31, 2022, 2021 and 2020, respectively.
 
Shares issued
under the plan were
6,849
,
27,915
, and
32,482
 
for the years ended December 31, 2022, 2021 and 2020, respectively.
 
A total of
4,909
 
shares were earned in 2022 that were issued in January 2023.
 
After deducting the shares earned, but not issued, in 2022 under the AIP and
 
LTIP,
545,035
 
shares remain eligible for issuance
under the 2021 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 DSPP,
 
there were
300,000
 
shares reserved for issuance.
 
The Company recognized $
0.1
 
million in
expense under the DSPP for the years ended December 31, 2022, 2021 and 2020.
 
The Company issued shares under the DSPP
totaling
14,977
,
19,362
 
and
16,119
 
for the years ended December 31, 2022, 2021 and 2020, respectively.
 
At December 31, 2022,
there were
265,661
 
shares eligible for issuance under the 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 ASPP,
 
there were
400,000
 
shares of common stock
reserved for issuance.
 
The Company recognized $
0.1
 
million, $
0.1
 
million and $
0.2
 
million in expense under the ASPP for the
years ended December 31, 2022, 2021 and 2020, respectively.
 
The Company issued shares under the ASPP totaling
31,101
,
22,126
 
and
33,910
 
for the years ended December 31, 2022, 2021 and 2020, respectively.
 
At December 31, 2022,
346,773
 
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 $
4.03
 
for 2022.
 
For 2021 and 2020, the weighted average fair value purchase right granted was
$
3.96
 
and $
5.83
, 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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2022
2021
2020
Dividend yield
2.4
%
2.5
%
2.4
%
Expected volatility
17.6
%
21.8
%
45.6
%
Risk-free interest rate
1.4
%
0.1
%
0.9
%
Expected life (in years)
0.5
0.5
0.5