John G. Sample, Jr.
About John G. Sample, Jr.
Independent director of Capital City Bank Group (CCBG), age 68, serving since 2016. Former senior vice president and CFO (2002–2017) and corporate secretary (2010–2017) of Atlantic American Corporation; previously a partner at Arthur Andersen LLP beginning in 1990. Chairs CCBG’s Audit Committee and is designated an audit committee financial expert; the Board has affirmatively determined he is independent under Nasdaq rules . Other current public company directorships: 1st Franklin Financial Corporation (Audit Committee Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlantic American Corporation | Senior VP & CFO; Corporate Secretary | CFO 2002–2017; Corporate Secretary 2010–2017 | Led finance, accounting, and reporting functions for insurance holding company |
| Arthur Andersen LLP | Partner | Since 1990 (prior to Atlantic American) | Audit and accounting leadership; deep financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1st Franklin Financial Corporation | Director; Audit Committee Chair | Since 2004 (current) | Oversees audit and financial controls for consumer finance company with 300+ branches |
| Red Hills REIT, Inc. (subsidiary of CCBG via Southern Live Oak Investments, Inc.) | Chairman; CCBG representative | 2024 compensation disclosed | Received $2,000 annual retainer and $1,000 in meeting fees for service on subsidiary board |
Board Governance
- Committee assignments: Audit Committee Chair; committee members include John G. Sample, Jr. (Chair), Robert Antoine, William F. Butler, Stanley W. Connally, Jr., Marshall M. Criser III, Kimberly A. Crowell, William Eric Grant .
- Committee meeting volume: Audit (16 meetings in 2024); Compensation (4); Corporate Governance & Nominating (4) .
- Independence: Board has affirmatively determined Sample is independent under Nasdaq rules; each Audit Committee member is an SEC-defined “audit committee financial expert” .
- Attendance: The Board met nine times in 2024; each director attended at least 95.6% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board and committee evaluations: In 2024, an external firm (Bank Director) conducted board and committee evaluations; results discussed by the Governance Committee and full Board .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid to independent directors |
| Board meeting fee | $500 per Board and annual strategic meeting attended | Variable with attendance |
| Committee meeting fee | $500 per committee meeting attended | Variable with committee workload |
| Audit Committee Chair retainer | $12,000 | Applies to Sample (Chair) |
| Compensation Committee Chair retainer | $8,000 | Not applicable to Sample |
| Corporate Governance & Nominating Chair retainer | $8,000 | Not applicable to Sample |
| Lead Outside Director retainer | $15,000 | Not applicable to Sample |
| Perquisites | < $10,000 per director (aggregate) | Minimal |
Performance Compensation
| Equity Award | Grant Timing | Shares Granted | Fair Value/Share | Award Value | Vesting | Conditions |
|---|---|---|---|---|---|---|
| Restricted Stock (Independent Directors) | February 2024 Compensation Committee meeting | 1,087 | $27.61 | $30,012 | Vests Dec 31, 2024 | Forfeited if CCBG incurs a net loss in the grant year; issued under 2021 Associate Incentive Plan |
| Director Stock Purchase Plan | Ongoing (2021 plan) | 14,969 shares purchased in 2024 (aggregate for directors) | 10% discount to FMV | N/A | N/A | Purchase cap equals annual retainer + meeting fees; 237,602 shares available as of Dec 31, 2024 |
Director Compensation (Individual)
| Year | Fees Earned in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 56,500 | 30,012 | — | 86,512 |
| 2023 | 55,000 | 29,994 | — | 84,994 |
Note: In addition to the above, Sample received $2,000 (retainer) and $1,000 in meeting fees for service as chairman and representative on the Red Hills REIT subsidiary board in 2024 .
Other Directorships & Interlocks
| Company | Relationship to CCBG | Role | Committee Positions |
|---|---|---|---|
| 1st Franklin Financial Corporation | External | Director | Audit Committee Chair |
| Red Hills REIT, Inc. | CCBG subsidiary (via Southern Live Oak Investments) | Chairman; CCBG representative | Subsidiary board oversight; compensation disclosed |
Expertise & Qualifications
- Extensive accounting and finance background (former CFO, corporate secretary; Big Four partner), with financial services industry experience; considered qualified for Board service due to leadership and financial expertise .
- Audit Committee financial expert designation; leads oversight of financial reporting, internal control, auditor independence, regulatory matters, cybersecurity, IT controls, and risk management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledging/Hedging | Basis |
|---|---|---|---|---|
| John G. Sample, Jr. | 29,608 | <1% (asterisked in table) | No pledging footnote disclosed for Sample (pledging noted only for Barron and Smith) | Outstanding shares basis: 17,046,077 as of Feb 20, 2025 |
- Director ownership guidelines: Each independent director is expected to own CCBG stock equal in value to 10x annual director retainer fees (cash + equity); directors have 10 years from appointment/election to comply; as of Dec 31, 2024, all directors have met or are on track toward the guideline .
Governance Assessment
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Strengths
- Independent status with deep audit and financial expertise; chairs a highly active Audit Committee (16 meetings in 2024) overseeing a comprehensive risk and controls agenda, including cybersecurity, IT, regulatory examinations, whistleblower procedures, internal control compliance (SOX 404, COSO), credit loss reserves, and related-party transactions .
- Strong engagement: Board met nine times; directors ≥95.6% attendance; external board evaluations by Bank Director in 2024 enhance governance quality .
- Compensation alignment: Cash retainer and meeting-based fees align pay with workload; equity grant is modest and time-based with an explicit net-loss forfeiture condition; director stock purchase plan promotes additional ownership at a discount, within caps tied to fees .
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Watch items / potential investor confidence signals
- Financial restatements and 10-K/Q amendments drove elevated audit fees in 2023–2024 (2024 total audit fees $1,796,550, including $327,800 tied to the 2023 10-K amendment; 2023 included $260,000 tied to prior amendments). As Audit Committee Chair, Sample’s oversight of remediation and control enhancements will remain a focus area for governance diligence .
- Related-person transactions policy notes ordinary-course banking relationships with directors and affiliates; management states transactions were non-preferential and Board-approved. No transactions >$120,000 identified for 2024 beyond enumerated items (none in provided excerpts involve Sample) .
- Subsidiary board service (Red Hills REIT) introduces added responsibilities but compensation is minimal and disclosed; no conflict indicated .
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Compensation structure trends (YoY)
- Slight increase in cash fees ($56,500 in 2024 vs. $55,000 in 2023) with equity awards stable in value ($30,012 vs. $29,994), consistent with meeting volume and chair responsibilities; no option awards, repricing, or discretionary adjustments disclosed .
- Board compensation targets set between 50th–75th percentile of peer group; Blanchard Consulting engaged for benchmarking in 2023 .
Overall, Sample’s profile reflects strong audit governance credentials, high engagement, and ownership alignment, with restatement-related oversight a key area for continued monitoring .