Laura L. Johnson
About Laura L. Johnson
Independent director of Capital City Bank Group since 2017; age 62. Founder and CEO of Coton Colors Company with 30+ years leading a multi‑channel home décor and gifts brand, recognized as a four‑time Inc. 5000 honoree, with mentorship roles in Vistage Florida and the Female Founder Collective and philanthropic partnership with St. Jude Children’s Research Hospital . Determined by the Board to be independent under Nasdaq rules . In 2024, the Board met nine times and every director attended at least 95.6% of Board and committee meetings; all directors also attended the 2024 Annual Meeting .
Past Roles
No prior public company directorships are disclosed; current background highlights entrepreneurial leadership at Coton Colors Company .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coton Colors Company | Founder & CEO | 30+ years | Four‑time Inc. 5000 honoree; mentorship via Vistage Florida and Female Founder Collective; St. Jude partner |
Board Governance
- Committee assignments and chair roles:
- Corporate Governance & Nominating Committee – Chair; 4 meetings in 2024
- Compensation Committee – Member; 4 meetings in 2024
- Independence: Board affirmed Laura L. Johnson’s independence under Nasdaq rules .
- Attendance and engagement: Board met nine times in 2024; each director attended ≥95.6% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Stanley W. Connally, Jr.; independent directors held five executive sessions in 2024 .
- Board refreshment and evaluations: She chairs Governance overseeing director qualification standards, committee appointments, performance evaluations, succession planning, onboarding, and continuing education; in 2024 the Governance Committee engaged Bank Director for Board/committee evaluations .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned in Cash (2024) | $47,000 | Includes retainer, meeting fees, and chair fees per policy |
| Stock Awards (2024) | $30,012 | Restricted shares; 1,087 shares at $27.61 grant-date fair value |
| Total (2024) | $77,012 | Cash + stock awards |
| Annual Director Cash Retainer | $30,000 | Applies to independent directors |
| Committee Chair Retainer – Governance | $8,000 | For chair role |
| Meeting Fees (Board & Committee) | $500 per meeting | Applies to meetings attended |
Performance Compensation
| Equity Instrument | Grant Timing | Shares/Units | Vesting & Conditions | Plan |
|---|---|---|---|---|
| Restricted Stock (Independent Director Annual Grant) | February 2024 (Compensation Committee meeting) | 1,087 shares | Vests on Dec 31, 2024; forfeited if Company incurs a net loss for the grant year | 2021 Associate Incentive Plan |
| Director Stock Purchase Plan | Ongoing | N/A | Directors may buy shares at 10% discount; 14,969 shares purchased by directors in 2024; 237,602 shares remained available at 12/31/2024 | 2021 Director Stock Purchase Plan |
CCBG does not grant stock options to directors; equity grants are restricted shares with a performance condition tied to avoiding a net loss in the grant year .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Potential Conflict |
|---|---|---|---|---|
| None disclosed | Public | — | — | None disclosed |
- Board outside service limits: Directors may not serve on more than three other public company boards; CEO limited to two; change in occupation triggers mandatory resignation consideration .
Expertise & Qualifications
- Executive leadership, brand expansion across retail/eCommerce/wholesale, and operational/financial expertise from founding and scaling Coton Colors .
- Governance leadership as Chair of Corporate Governance & Nominating (succession, risk oversight of governance policies, continuing education, and Board refreshment) .
- Community and mentorship engagement (Vistage Florida; Female Founder Collective; St. Jude partner) .
Equity Ownership
| Data Point | Value |
|---|---|
| Shares Beneficially Owned (as of Feb 20, 2025) | 38,301 |
| Ownership % of Outstanding | <1% (asterisk in proxy table) |
| Shares Pledged as Collateral | None disclosed for Johnson (pledges noted for other insiders only) |
| Director Stock Ownership Guidelines | Own stock equal in value to 10x annual director retainer fees (cash and equity); 10 years to comply |
| Compliance Status | All directors have met or are on track as of Dec 31, 2024 |
Governance Assessment
- Committee leadership and effectiveness: As Governance Chair, Johnson oversees director qualifications, committee appointments, performance evaluations, succession planning, governance policies, and director education—functions central to Board effectiveness and investor confidence .
- Independence and attendance: Board‑affirmed independence; strong attendance (≥95.6% in 2024); participation in committees with regular meetings indicates active engagement .
- Compensation alignment: Balanced director pay mix—modest cash retainer, meeting/chair fees, and annual restricted stock with vesting contingent on avoiding a net loss; optional share purchases at a discount further align incentives .
- Ownership alignment: Holds 38,301 shares; subject to robust guidelines (10x retainer) with directors meeting or tracking toward compliance, signaling alignment with long‑term shareholder value .
- Conflicts and related‑party exposure: No material related‑party transactions identified for Johnson in 2024; company policy requires pre‑approval/review of any related person transactions and quarterly questionnaires; ordinary‑course banking arrangements are monitored .
- Risk indicators and policies: Insider trading policy prohibits short sales and restricts trading around blackout periods; broad clawback policy applies to erroneously awarded incentive compensation to covered executives, reinforcing pay discipline (note: clawback policy pertains to executives) .
Signals for investors
- Positive: Governance chair role, independence, strong attendance, equity alignment and ownership guidelines, no disclosed conflicts—supports board quality and investor confidence .
- Watch items: Founder/CEO responsibilities at a private company increase outside commitments; Board policy limits overboarding and requires resignation consideration on material occupation changes, mitigating risk . No pledging by Johnson (pledging elsewhere noted for other insiders) .
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings for 2024 | Johnson had no late filings disclosed; late filings only noted for Butler (1 Form 4) and Barron (1 late Form 4 and a Form 5) |
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2023 | 98.8% “For” (12,010,505 votes cast excluding abstentions and broker non‑votes) |
Compensation Framework (Context for Board Oversight)
| Policy Element | Details |
|---|---|
| Director Pay Positioning | Target total annual fees (retainer, equity, meeting, chair, Lead Independent Director fees) between 50th–75th percentile of peer group |
| Equity Instruments | Directors receive annual restricted stock under 2021 Associate Incentive Plan; no stock options granted |
| Ownership Rules | 10x retainer value; 10‑year compliance window; directors met/on track by year‑end 2024 |
Related Party Transactions (Monitoring & 2024 Outcomes)
- Policy: Written Related Person Transaction Policy; Audit Committee pre‑approval wherever possible; quarterly disclosures by directors/executives; ordinary‑course loans on market terms .
- 2024 disclosed transactions: Lease with entity affiliated with CEO and reimbursement related to property development; employment of CEO’s son per standard practices; no material transactions listed for Johnson .