Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.24.2
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2023
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION
Note 14
STOCK-BASED COMPENSATION
 
At December 31, 2023, 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 2021 through 2023 was $
1.6
 
million, $
2.3
 
million, and $
2.1
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
 
to
associates under the 2021 Plan were tied to internally established goals.
 
At base level targets, the grant-date fair value of the
shares eligible to be awarded in 2023 was approximately $
1.1
 
million.
 
For 2023, a total of
27,577
 
shares were eligible for
issuance, but additional shares could be earned if performance exceeded
 
established goals.
 
A total of
26,614
 
shares were earned
for 2023 that were issued in January 2024.
 
For the years ended December 31, 2023 and 2022, Directors earned
8,840
 
and
11,847
shares, respectively,
 
under the Plan. The Company recognized expense of $
1.1
 
million, $
1.9
 
million, and $
1.2
 
million for the
years ended December 31, 2023, 2022 and 2021, 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.
 
and
Thomas A. Barron, the President of CCB 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 $
0.9
 
million, $
0.2
 
million, and $
0.2
 
million for the years ended
December 31, 2023, 2022 and 2021, respectively.
 
Shares issued under the plan were
4,909
,
6,849
, and
27,915
 
for the years ended
December 31, 2023, 2022 and 2021, respectively.
 
A total of
17,334
 
shares were earned in 2023 that were issued in January 2024.
 
After deducting the shares earned, but not issued, in 2023 under the AIP and
 
LTIP,
492,247
 
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 each of the years ended December 31, 2023,
 
2022
 
and 2021.
 
The Company issued shares under the
DSPP totaling
13,090
,
14,977
 
and
19,362
 
for the years ended December 31, 2023, 2022 and 2021, respectively.
 
At December 31,
2023, there were
252,571
 
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 in expense under the ASPP for each of the years ended December
31, 2023, 2022 and 2021, respectively.
 
The Company issued shares under the ASPP totaling
17,651
,
31,101
 
and
22,126
 
for the
years ended December 31, 2023, 2022 and 2021, respectively.
 
At December 31, 2023,
329,122
 
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 $
5.32
 
for 2023.
 
For 2022 and 2021, the weighted average fair value purchase right granted was
$
4.03
 
and $
3.96
, 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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2023
2022
2021
Dividend yield
2.3
%
2.4
%
2.5
%
Expected volatility
22.5
%
17.6
%
21.8
%
Risk-free interest rate
5.1
%
1.4
%
0.1
%
Expected life (in years)
0.5
0.5
0.5