Marshall M. Criser III
About Marshall M. Criser III
Marshall M. Criser III, age 66, is an independent director of Capital City Bank Group, Inc. (CCBG) serving since 2018; he chairs the Compensation Committee and is a member of the Audit Committee . He is President of Piedmont University and previously served as Chancellor of the State University System of Florida; prior corporate roles include President at AT&T/BellSouth . Criser earned a B.S. in Business Administration from the University of Florida and completed the Advanced Management Programme at INSEAD; he is a Florida native and has extensive executive leadership experience . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont University | President | Not disclosed | Executive leadership of academic institution |
| State University System of Florida | Chancellor (prior) | Not disclosed | Oversight of statewide higher education system |
| AT&T/BellSouth | President (prior) | Not disclosed | Corporate leadership; operational and financial management |
| University of Florida Board of Trustees | Vice Chairman (prior) | Not disclosed | Governance of major public university |
| Florida Chamber of Commerce | Chairman (prior) | Not disclosed | Business advocacy and policy |
| Florida TaxWatch | Chairman (prior) | Not disclosed | Non-profit fiscal oversight and research |
| Florida Council of 100 | Member; former Chairman | Not disclosed | Business leadership network |
External Roles
| Category | Organization/Role | Notes |
|---|---|---|
| Public company boards | None | No current public company directorships |
| Non-profit/academic | Florida Council of 100 (member/former chair); University of Florida Board of Trustees (former vice chair); Florida Chamber of Commerce (former chair); Florida TaxWatch (former chair) | Prior/current external leadership roles (non-public) |
Board Governance
- Committee assignments: Compensation Committee Chair and Audit Committee member; Audit Committee membership is designated “audit committee financial expert” for all members, which includes Criser .
- Committee activity: Audit Committee met 16 times in 2024; Compensation Committee met 4 times. Independent directors held 5 executive sessions in 2024 .
- Attendance: Board met nine times in 2024; each director attended at least 95.6% of aggregate Board and Committee meetings on which they served .
- Independence: Board affirmatively determined Criser and a majority of directors are independent under Nasdaq standards .
- Lead Independent Director: Stanley W. Connally, Jr. (not Criser) serves as Lead Independent Director .
- Engagement as Compensation Chair: Set meeting dates/agendas; led CEO evaluation via aggregated outside-director feedback; approved CEO and senior executive base and incentive targets; reviewed perquisites, stock ownership, clawback application, and director compensation changes .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Criser) |
|---|---|---|
| Annual cash retainer | Standard board retainer | $30,000 |
| Committee chair retainer | Compensation Committee Chair | $8,000 |
| Board/committee meeting fees | $500 per board and committee meeting attended | Included in cash |
| Lead Independent Director fee | Not applicable to Criser | — |
| Perquisites | Aggregate value per director < $10,000 | Included in “All Other” (none itemized) |
| Fees earned or paid in cash (total) | Retainer + chair + meetings | $52,000 |
Director Compensation summary (Criser):
| Category | 2024 Value |
|---|---|
| Fees Earned in Cash ($) | $52,000 |
| Stock Awards ($) | $30,012 |
| Total ($) | $82,012 |
Performance Compensation
| Equity Vehicle | Terms | 2024 Grant |
|---|---|---|
| Restricted stock (directors) | Annual restricted shares valued at $30,000; granted at February Compensation Committee meeting; vest on December 31 same year; forfeiture if Company incurs a net loss for the grant year | 1,087 shares; grant-date fair value per share $27.61; total fair value $30,012 |
Director Stock Purchase Plan:
- Directors may purchase shares at a 10% discount; 14,969 shares purchased in 2024; 237,602 shares remained available at 12/31/2024; purchases capped at annual retainer + meeting fees .
Compensation Committee’s 2024 performance metrics used for executive short- and stock-based incentive plans (oversight led by Criser as Chair):
| Metric | Target Threshold | Weight | Component Payout | Total Payout |
|---|---|---|---|---|
| Net Income | > $52,258 million | 50% | 105.03% | 152.51% (weighted) |
| Average Deposit Balance | ≥ $3,489,211 | 30% | 200% | 152.51% (weighted) |
| Classified Assets | ≤ $31,704 million | 20% | 200% | 152.51% (weighted) |
Additional compensation governance features:
- No stock options granted or outstanding; repricing prohibited without shareowner approval .
- Broad insider trading policy including blackout and pre-clearance; prohibits short sales and hedging-like transactions designed to offset declines .
- Clawback policy updated per Nasdaq/SEC rules; considered restatements and concluded no recovery required for impacted cash-flow restatements .
- 2023 Say-on-Pay approval 98.8% (every three years vote) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None of the Compensation Committee members is an executive officer of a public company where a CCBG executive serves as director |
Expertise & Qualifications
- Executive leadership and management across corporate and academic institutions (AT&T/BellSouth President; Florida system Chancellor; university president) .
- Audit oversight experience; Audit Committee member designated as financial expert by Board .
- Governance and policy leadership roles (Florida Council of 100; Florida Chamber; Florida TaxWatch; UF Board of Trustees) .
- Education: University of Florida B.S. in Business Administration; INSEAD Advanced Management Programme .
Equity Ownership
| Element | Detail |
|---|---|
| Total beneficial ownership | 22,248 shares |
| Ownership % of outstanding | <1% (asterisk denotes <1%) |
| Pledged shares | None disclosed for Criser |
| Options/derivatives | Company discloses no outstanding stock options; ceased granting in 2007 |
| Director grant (2024) | 1,087 restricted shares; $30,012 fair value at grant |
| Ownership guidelines (directors) | Required to own CCBG stock equal to 10× annual director retainer (cash + equity) within 10 years of appointment/election; all directors have met or are on track |
Governance Assessment
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Strengths:
- Independent status; significant executive leadership and governance credentials; Audit Committee financial expert; strong attendance (≥95.6%) .
- As Compensation Chair, demonstrated structured oversight: formal CEO evaluation process, incentive design using multi-metric framework, share ownership monitoring, application of clawback policy, and prudent use of independent consultant (Blanchard) .
- Alignment mechanisms: annual director equity; stock purchase at discount; robust director ownership guideline (10× retainer); no hedging/short sales; no options/repricing .
-
Potential risks/conflicts:
- Ordinary-course banking relationships with directors and affiliates exist but made on market terms; no related-party transactions above $120,000 reported for directors other than disclosed items unrelated to Criser .
- No pledging disclosed for Criser; pledging elsewhere on the Board (CEO and President) underscores Board-level monitoring importance, but not specific to Criser .
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Signals for investor confidence:
- High engagement in governance processes and executive oversight, combined with strong say-on-pay results and clear compensation risk controls, supports board effectiveness under Criser’s compensation leadership .