Robert Antoine
About Robert Antoine
Independent director of Capital City Bank Group (CCBG), age 68, serving since 2019. Former senior partner in Deloitte & Touche’s Banking & Capital Markets practice with deep expertise in regulatory matters, M&A, corporate governance, and large financial statement audits; previously held executive roles in risk and financial management in the financial services industry. Certified Public Accountant (CPA) and Certified Internal Auditor (CIA); member of the American and Florida Institutes of CPAs and founding member of the Jacksonville Chapter of the National Association of Black Accountants. Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche (Banking & Capital Markets) | Senior Partner advising U.S./foreign institutions on regulatory issues, M&A, governance; supported large audits; served federal agencies | 20+ years | Led/participated in regulatory and audit engagements; strengthened governance practices |
| Financial Services Firms | Executive roles in risk and financial management | Not disclosed | Built risk management and financial oversight capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of CPAs; Florida Institute of CPAs | Member | Not disclosed | Professional credentials and continuing engagement |
| National Association of Black Accountants (Jacksonville Chapter) | Founding Member | Not disclosed | Community and professional leadership |
| Other public company boards | None | — | No current public company directorships |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance and Nominating Committee member .
- Chair roles: None; Audit is chaired by John G. Sample Jr.; Corporate Governance and Nominating is chaired by Laura L. Johnson .
- Audit committee financial expert: Board determined every Audit Committee member is an “audit committee financial expert” under SEC rules (applies to Antoine as a member) .
- Independence: Board affirmatively determined Antoine is independent under Nasdaq rules; majority of directors are independent .
- Attendance: Board met 9 times in 2024; each director attended at least 95.6% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meeting cadence in 2024: Audit (16); Compensation (4); Corporate Governance and Nominating (4) .
- Lead Independent Director: Stanley W. Connally Jr.; independent directors held 5 executive sessions in 2024 .
- Board evaluation and education: External evaluation by Bank Director; policy requires at least one outside training event or four virtual seminars every 24 months .
Fixed Compensation
| Component | Policy/Amount | Antoine 2024 Actual |
|---|---|---|
| Annual cash retainer | $30,000 | Included in fees |
| Board meeting fee | $500 per Board/strategic meeting attended | Included in fees |
| Committee meeting fee | $500 per committee meeting attended | Included in fees |
| Committee chair retainer | Audit Chair $12,000; Compensation Chair $8,000; Governance Chair $8,000 (not applicable to Antoine) | $0 (not a chair) |
| Lead Independent Director retainer | $15,000 (not applicable to Antoine) | $0 |
| 2024 total fees earned (cash) | — | $44,500 |
| Perquisites | Aggregate value < $10,000 per director | < $10,000 |
Performance Compensation
| Equity Element | Grant Details | Vesting/Conditions | Antoine 2024 |
|---|---|---|---|
| Annual restricted stock grant | Each independent director earns restricted shares valued at $30,000; granted at February Compensation Committee meeting | Vests December 31 of grant year; forfeited if Company incurs a net loss for the year; issued under 2021 Associate Incentive Plan | 1,087 shares; fair value $27.61/share; total reported value $30,012 |
| Director Stock Purchase Plan | May purchase shares at 10% discount; purchases not to exceed annual retainer and meeting fees | Ongoing; 237,602 shares available at 12/31/24; 14,969 shares purchased by all directors in 2024 | Participation not disclosed; not individually itemized |
| Options/Performance shares | No stock options granted; none outstanding; director equity is restricted stock only | — | None |
Note: Director equity features a loss-year forfeiture trigger; otherwise, director pay is not tied to specific performance metrics beyond service and attendance. No options or performance share programs for directors are disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Conflict Notes |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed; no interlocks noted . |
Expertise & Qualifications
- CPA and CIA credentials; member of AICPA and FICPA; founding member of NABA Jacksonville .
- Extensive regulatory, accounting, audit, M&A, and governance experience from Deloitte and prior financial services roles .
- Recognized by Board for regulatory experience and strong accounting/financial background; contributes to Audit and Governance committee effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Power | Notes |
|---|---|---|---|
| Robert Antoine | 15,236 | <1% (asterisk in table) | Includes 12,693 shares held in trusts where Antoine is trustee with shared voting/investment power |
| Shares pledged | — | — | No pledge footnote disclosed for Antoine; pledging disclosed for other insiders (Barron and Smith) but not Antoine |
| Ownership guidelines | Directors must own stock equal to 10x annual director retainer (cash + equity grants); 10-year compliance window | — | Compensation Committee determined all directors have met or are on track toward guidelines as of 12/31/24 |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; dual service on Audit and Corporate Governance & Nominating committees; high attendance; no other public boards (focus/availability); equity ownership aligned with director guidelines; no pledging disclosed .
- Engagement: Participates in rigorous committee agendas (Audit 16 meetings; Governance 4); Board uses external evaluations and mandates director education; independent directors met 5 times in executive session, indicating robust independent oversight .
- Compensation alignment: Balanced cash and equity (2024: $44,500 cash; $30,012 equity); meeting-based fees align pay with workload; equity has a net-loss forfeiture condition, modestly linking pay to performance .
- Conflicts/related-party exposure: Company discloses ordinary-course banking relationships with directors and affiliates; Board determined these do not constitute material relationships; specific related-party transactions involve other directors/officers (e.g., lease with Smith-related partnership), not Antoine .
- RED FLAGS: None evident for Antoine—no late Section 16 filings cited for him; no pledging; no related-party transactions disclosed for him; hedging/short sales prohibited by policy; broad clawback policy in place for executives (contextual governance strength) .
Appendix: Committee Membership Snapshot (2024)
| Committee | Members | Meetings (2024) |
|---|---|---|
| Audit | John G. Sample Jr. (Chair), Robert Antoine, William F. Butler, Stanley W. Connally Jr., Marshall M. Criser III, Kimberly A. Crowell, William Eric Grant | 16 |
| Compensation | Marshall M. Criser III (Chair), William F. Butler, Kimberly A. Crowell, Laura L. Johnson | 4 |
| Corporate Governance & Nominating | Laura L. Johnson (Chair), Robert Antoine, Bonnie J. Davenport, William Eric Grant, Ashbel C. Williams | 4 |