Kimberly A. Crowell
About Kimberly A. Crowell
Kimberly A. Crowell (age 43) is an independent director of Capital City Bank Group, Inc. (CCBG) who has served on the Board since 2021. She is CEO and co‑founder of Kalo Companies, a multi‑unit restaurant franchise operator, and previously practiced corporate law focused on commercial real estate and development; she holds a B.S. in Commerce from the University of Virginia and a J.D. from the University of North Carolina (2006) . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kalo Companies (Jersey Mike’s, Slim Chickens franchisee; 70+ units) | CEO & Co‑Founder | Not disclosed | Scaled multi‑state operations; executive leadership experience |
| Corporate Law Practice (Charlotte) | Attorney (Commercial Real Estate & Development) | Not disclosed | Legal expertise relevant to real estate/credit and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Franchise Association | Board Member | Not disclosed | Advises franchisees and business owners on business‑related legal matters |
| Other public company boards | None | — | None reported |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member). Audit Chair: John G. Sample, Jr.; Compensation Chair: Marshall M. Criser III
- Audit committee financial expert designation: The Board determined each Audit Committee member, including Crowell, is an “audit committee financial expert” under SEC rules .
- Independence: Board‑affirmed independent director .
- Attendance: Board met 9 times in 2024; each director attended at least 95.6% of aggregate Board and committee meetings; independent directors held five executive sessions .
- Committee activity levels (2024 meetings): Audit (16), Compensation (4), Corporate Governance & Nominating (4) .
- Lead Independent Director: Stanley W. Connally, Jr. (context) .
Fixed Compensation (Director)
| Element | CCBG Policy (2024) | Kimberly A. Crowell – 2024 |
|---|---|---|
| Annual cash retainer | $30,000 | Included in $43,500 cash fees |
| Board meeting fee | $500 per Board/strategic meeting attended | Included in $43,500 cash fees |
| Committee meeting fee | $500 per committee meeting attended | Included in $43,500 cash fees |
| Chair retainers | Audit $12,000; Comp $8,000; CG&N $8,000 (if chair) | Not a chair (N/A) |
| Lead Independent Director retainer | $15,000 (if applicable) | N/A |
| Total cash paid (2024) | — | $43,500 |
Performance Compensation (Director and Committee Oversight)
| Equity Component | 2024 Grant Mechanics | Kimberly A. Crowell – 2024 |
|---|---|---|
| Restricted stock (director annual grant) | $30,000 in restricted shares granted at Feb Compensation Committee meeting; vest Dec 31 same year; forfeited if Company incurs a net loss; issued under 2021 Associate Incentive Plan | 1,087 shares at $27.61 fair value per share; grant value $30,012 |
- Director stock purchase plan: Directors may purchase stock at a 10% discount; in 2024, directors purchased 14,969 shares in aggregate; 237,602 shares remained available under the plan as of 12/31/2024 (plan purchases capped by retainer/fees) .
Company performance metrics overseen by the Compensation Committee (applies to executive incentive plans; indicative of committee rigor and governance):
| 2024 Incentive Metric (Weight) | Target as Disclosed | Payout Factor |
|---|---|---|
| Net Income (50%) | >$52.258 million | 105.03% |
| Average Deposit Balance (30%) | $3,489,211 (company’s disclosed unit) | 200% |
| Classified Assets Level (20%) | ≤$31.704 million | 200% |
| Weighted Total Payout | — | 152.51% |
Additional oversight details:
- Stock‑based incentive plan for executives used a $28.05 stock price (10‑day average high/low) to derive performance share quantities (Feb 29, 2024 grant) .
- Compensation Committee used independent advisor Blanchard Consulting and conducted executive sessions; reviewed CEO evaluation, targets, clawback matters, and director pay .
- Clawback policy updated Oct 2, 2023 per Nasdaq; Company concluded 2021–2023 cash flow restatements did not affect compensation metrics, so no recovery required; Committee also discussed and approved calculation/amount of clawback of 2022 executive compensation following 2022 restated financials .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company | — | — | None |
| Trade association | International Franchise Association | Board Member | Franchise industry network; no CCBG‑disclosed interlocks with competitors/customers |
| Private/non‑profit | Not otherwise disclosed | — | — |
Expertise & Qualifications
- Executive operator: CEO/co‑founder of a 70+ unit multi‑brand franchise platform across FL/GA/AL, bringing store‑level economics and multi‑unit operating insight relevant to small‑business banking and credit .
- Legal background: Corporate law (commercial real estate/development) complements credit risk, collateral, and real estate underwriting oversight .
- Financial oversight: Designated “audit committee financial expert” by the Board as an Audit Committee member .
- Education: B.S. Commerce (UVA); J.D. (UNC, 2006) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 20, 2025) | 4,994 shares |
| Shares outstanding reference | 17,046,077 shares outstanding as of Feb 20, 2025 (for context) |
| Pledged shares | None disclosed for Crowell; pledging disclosed for other directors (Barron: 76,146; W.G. Smith, Jr.: 600,000) |
| Director stock ownership guidelines | 10x annual director retainer (cash + equity); 10 years to comply; all directors have met or are on track |
| Hedging/short sales policy | Directors prohibited from short sales; insider trading policy with pre‑clearance and blackouts |
Governance Assessment
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Strengths
- Independent director with dual operating and legal background; serves on high‑impact committees (Audit; Compensation) and is deemed an audit committee financial expert, enhancing board financial oversight .
- Strong engagement: Board/committee cadence is high (Audit 16; Comp 4) with at least 95.6% attendance by every director in 2024; independent directors met in five executive sessions, supporting independent oversight .
- Pay governance: Participates on a Compensation Committee using an independent consultant; incentive design uses quantified, weighted financial metrics with disclosed targets and outcomes; updated clawback policy in line with Nasdaq .
- Alignment: Annual director equity grants; ownership guideline of 10x retainer with all directors meeting/on‑track; optional 10% discount purchase plan increases skin‑in‑the‑game .
- Shareholder support: Say‑on‑pay approval of 98.8% in 2023 indicates investor confidence in compensation oversight .
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Watch items / potential conflicts
- Commercial relationships: The proxy notes ordinary‑course banking with directors/families and affiliates; no related‑party transactions >$120,000 disclosed for Crowell. Monitor for any evolving franchise banking relationships, though policy requires arm’s‑length terms and Audit Committee oversight .
- Pledging risk at Board level (not Crowell): Two other directors have pledged shares; while not Crowell‑specific, it is a general governance sensitivity for the Board .
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Overall view: Crowell’s independence, committee roles (including Audit financial expert), and attendance support effective oversight. The Compensation Committee’s metric‑based approach and clawback policy reinforce governance quality. No Crowell‑specific related‑party or pledging red flags are disclosed .