Thomas A. Barron
About Thomas A. Barron
Thomas A. Barron, 72, serves as Treasurer of Capital City Bank Group and President of Capital City Bank (subsidiary). He has been a director since 1982 and President since 1995, bringing more than four decades of banking experience to the board and management team . Company performance under current leadership includes 2024 record net income of $53 million (+1.3% YoY), EPS growth averaging ~13% annually since 2019, strong deposit cost management (89 bps in 2024), and tangible book value per share up 15.6% in 2024; cumulative TSR from 12/31/2019 to 12/31/2024 reached $136.06 per $100 initial investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital City Bank Group, Inc. | Director | Since 1982 | Long-tenured director; institutional knowledge and oversight of strategy |
| Capital City Bank (subsidiary) | President | Since 1995 | Operational leadership of the bank; execution across lending, deposits, and risk |
| Capital City Bank Group, Inc. | Treasurer | Current | Treasury oversight at holding company level |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Other Public Company Boards | None | N/A | No external public directorships disclosed |
Board Governance
- Board service: Director since 1982; not identified as an independent director in the board’s independence determination .
- Committee roles: Not listed as a member of Audit, Compensation, or Corporate Governance & Nominating committees (all fully independent) .
- Board leadership and independence mitigants: CEO also serves as Chair; Board annually elects a Lead Independent Director (currently Stanley W. Connally, Jr.), with executive sessions held five times in 2024 .
- Attendance: Board met nine times in 2024; each director attended at least 95.6% of aggregate meetings of the Board and committees on which they served .
Fixed Compensation
Multi-year summary compensation (reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $426,667 | $445,208 | $480,209 |
| Stock Awards ($) | $138,089 | $205,026 | $192,695 |
| Nonequity Incentive Plan Compensation ($) | $384,850 | $473,813 | $677,763 |
| Change in Pension Value ($) | $(1,433,450) | $229,398 | $(2,217) |
| All Other Compensation ($) | $9,800 | $6,968 | $5,458 |
| Total ($) | $(474,044) | $1,360,413 | $1,353,908 |
| Total Without Change in Pension Value ($) | $959,406 | $1,131,015 | $1,356,125 |
2024 fixed and target incentive structure:
| Component | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Cash Incentive Plan | — | $391,950 | $783,900 |
| Stock-Based Incentive (Performance Shares) | — | $130,650 | $261,300 |
| Long-Term Incentive Plan (LTIP) | — | $100,000 | $200,000 |
Notes:
- 2024 base salary: $500,000 set by the Compensation Committee; targeted short-term incentive: $522,600; targeted LTIP: $100,000 . Actual 2024 nonequity incentive reflects cash incentive plus LTIP cash payout ($597,763 + $80,000) .
Performance Compensation
Annual bonus metrics and payout (2024):
| Metric | Weighting | Target | Actual Payout % | Weighted Contribution | Vesting/Delivery |
|---|---|---|---|---|---|
| Net Income | 50% | >52,258 (company target figure per plan) | 105.03% | 52.52% | Cash paid; equity under Stock-Based Incentive Plan delivers performance shares |
| Average Deposit Balance | 30% | 3,489,211 (company target figure per plan) | 200% | 60.00% | As above |
| Classified Assets | 20% | ≤31,704 (company target figure per plan) | 200% | 40.00% | As above |
| Total Payout | — | — | — | 152.51% total payout | Cash payout $597,763; equity PSU payout 7,104 shares for 2024 |
Long-Term Incentive Plan (LTIP) terms:
- 2024 LTIP: $100,000 target; $200,000 max; performance based on 2024–2026 three-year CAGR in diluted EPS with base EPS of $3.07; max earned at ≥12.5% CAGR; payout is 60% equity and 40% cash .
- 2025 LTIP: $100,000 target; $200,000 max; performance based on 2025–2027 three-year CAGR in diluted EPS with base EPS of $3.12; same max threshold; payout mix as above .
Stock-Based Incentive Plan mechanics:
- PSU value determined using average high-low for prior 10 trading days from grant date; 2024 formula price $28.05; actual 2024 PSU payout for Barron: 7,104 shares; 100% of equity incentive paid in performance shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 196,563 shares; includes 15,500 shares in trusts (sole voting/investment power) and 28,906 shares owned by spouse (disclaimed) |
| Ownership % of shares outstanding | 1.2% (based on 17,046,077 shares outstanding at 2/20/2025) |
| Shares pledged (RED FLAG) | 76,146 shares pledged as security |
| Outstanding performance shares (unearned) | 2,139 (2/29/24 grant; market value $78,394 at $36.65); 1,781 (2/23/23 grant; market value $65,274) |
| Options | None; company ceased granting options in 2007; no options outstanding |
| Executive stock ownership guidelines | Barron must hold ≥2× base salary; status met as of 12/31/2024 |
| Hedging/short sales policy | Prohibits short sales and certain hedging; blackout periods and pre-clearance for directors/executives |
| Clawback policy | Adopted 10/2/2023 per Nasdaq/SEC; recover erroneously awarded incentive-based comp for 3 completed fiscal years preceding a required restatement; 2021–2023 restatements did not impact metrics used for executive comp, so no recovery required |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreements | None; executive employment is “at will” |
| Severance agreements | None separate from qualified plans; no guaranteed severance multiples |
| Change-in-control (CIC) | Adds two years of credited service under SERP for executives, but all NEOs already at max service; accrued normal retirement benefits payable upon CIC; no separate CIC agreements or excise tax gross-ups |
| Non-compete / non-solicit | Not disclosed; skip |
| Garden leave / post-termination consulting | Not disclosed; skip |
| Director compensation | Executive directors do not receive director fees; director compensation table excludes directors who are also executive officers |
Potential payments upon termination (as of 12/31/2024):
| Trigger | Retirement Plan ($) | SERP ($) |
|---|---|---|
| Change in Control | 3,133,349 | 2,548,228 |
| Voluntary Termination | 3,133,349 | 2,548,228 |
| Retirement | 3,133,349 | 2,548,228 |
| Death | 3,133,349 | 2,548,228 |
| Disability | 27,222 | 22,139 |
| Involuntary Termination | 3,133,349 | 2,548,228 |
Pension benefits (present value at 12/31/2024):
| Plan | Years of Credited Service | Present Value ($) |
|---|---|---|
| Retirement Plan | 50 | 3,108,933 |
| SERP | 50 | 2,577,378 |
Additional Signals and Governance Context
- Say-on-Pay approval: 98.8% “For” in 2023; committee continues to consider shareholder feedback .
- Compensation benchmarking: Target base at 50th percentile; total direct comp targeted at 75th percentile contingent on performance; independent consultant (Blanchard) engaged; peer group of 22 banks $2–$15B assets in FL/nearby states .
- Compensation practices: No stock options; no repricing; no guaranteed bonuses; no excise tax gross-ups; broad clawback; independent Compensation Committee; significant pay at-risk .
- Section 16 compliance: Barron had one late Form 4 for a charitable gift and one late Form 5 for a prior-year 401(k) transaction .
Investment Implications
- Alignment: Strong pay-for-performance construct ties both cash and equity to net income, deposits, and credit quality; LTIP focuses on multi-year EPS CAGR, reinforcing long-term value creation . Equity ownership guidelines met and meaningful beneficial stake supports alignment, though pledged shares introduce potential misalignment risk if margin calls arise .
- Retention/transition risk: Barron is eligible for normal retirement; substantial accrued pension/SERP values suggest low severance leakage but raise succession timing risk; however, Board maintains active succession planning .
- Trading signals: 2024 payout at 152.51% indicates robust operational performance vs goals; PSU issuance creates periodic supply from equity vestings; monitor Form 4s for sales linked to PSU delivery and any movements related to pledged shares .
- Governance: Dual roles on the board by executives (Barron and CEO-Chair) reduce independence; mitigated by Lead Independent Director and executive sessions; say-on-pay support remains high, indicating investor acceptance of the framework .