William G. Smith, Jr.
About William G. Smith, Jr.
Chairman, President, and Chief Executive Officer of Capital City Bank Group (CCBG); age 71; director since 1982; CEO since 1995; Chairman since 2003; also Chairman of Capital City Bank since 1995 and director of Southern Company since 2006 . Under his tenure, CCBG reported record 2024 earnings of $53 million, a 1.3% increase, with diluted EPS growing at a 13% CAGR since 2019; tangible book value per share rose $3.20 in 2024 and $9.27 since 2019; dividends increased 15.8% in 2024; credit quality metrics remained strong, and cost of deposits was 89 bps . Total Shareholder Return (TSR) for the period benchmarked from December 31, 2019 grew from $100 to $136.06 by year-end 2024; the company-selected pay-versus-performance metric is diluted EPS growth . Say-on-Pay support was 98.8% in 2023, indicating strong shareholder alignment with compensation practices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital City Bank Group, Inc. | Director | 1982–present | Long-tenured director guiding strategy; record 2024 earnings; EPS CAGR 13% since 2019; TBVPS and dividend growth |
| Capital City Bank Group, Inc. | President & CEO | 1995–present | Operated with conservative comp philosophy; strong credit metrics and deposit costs; balance sheet positioned for rates |
| Capital City Bank Group, Inc. | Chairman | 2003–present | Oversees board; independent committees run governance/comp processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Company | Director | 2006–present | Public utility board experience; broader governance exposure |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 452,834 | 470,167 | 490,000 |
| All Other Compensation ($) | 8,151 | 10,618 | 8,138 |
| Change in Pension Value ($) | (1,917,485) | 433,188 | 117,963 |
Notes:
- 2024 base salary was reviewed/approved at $500,000 by the Compensation Committee; the summary comp table reflects amounts earned during the year .
- Base salaries targeted at peer group 50th percentile; the Committee places emphasis on bringing Mr. Smith’s salary closer to target over time .
Performance Compensation
Annual Cash Incentive Plan
| Item | Detail |
|---|---|
| Target ($) | 450,731 |
| Maximum ($) | 901,462 |
| Actual Paid ($) | 887,410 |
| Payout vs Target (%) | 152.51% |
| Metric Weightings | Net income (50%); Average deposits (30%); Classified asset level (20%) |
| 2024 Targets | Net income > $52,258 million; Average deposits $3,489,211; Classified assets ≤ $31,704 million |
| 2024 Component Payouts | Net income 105.03%; Average deposits 200%; Classified assets 200% |
Additional context: In 2024, Mr. Smith’s total targeted incentive compensation was $850,975 (64.72% cash; 35.28% equity), with targeted incentive representing 62.98% of total target pay .
Stock-Based Incentive Plan (Performance Shares)
| Component | 2024 Values |
|---|---|
| Grant Date | Feb 29, 2024 |
| Pricing Basis | $28.05 (avg high/low of prior 10 trading days) |
| Target Shares at 100% | 5,356 |
| Maximum Shares (200%) | 10,712 |
| Actual Shares Earned (2024) | 8,168 |
| Form of Payment | 100% performance shares; issued late Jan/early Feb following year |
| Outstanding Unearned PSUs at 12/31/2024 | 5,348 (2024 grant); 4,452 (2023 grant) |
| Market/Payout Value at 12/31/2024 | $196,004 (2024 grant); $163,166 (2023 grant) using $36.65 close |
Plan design: Equity awards tied to net income, average deposits, and classified asset levels; total equity incentive payout for 2024 was 152.51% of target, consistent with cash component outcomes .
Long-Term Incentive Plan (LTIP) — 3-year CAGR in Diluted EPS
| Plan Year | Performance Period | Base EPS | Target Award ($) | Maximum Award ($) | Mix | Vesting/Payment |
|---|---|---|---|---|---|---|
| 2024 LTIP | 2024–2026 | $3.07 (2023 EPS) | 250,000 | 500,000 (≥12.5% CAGR) | 60% equity / 40% cash | Possible payout in 2027 |
| 2025 LTIP | 2025–2027 | $3.12 (2024 EPS) | 250,000 | 500,000 (≥12.5% CAGR) | 60% equity / 40% cash | Possible payout in 2028 |
| Cash LTIP Paid | 2023: $200,000; 2024: $200,000 | — | — | — | Cash component realized when earned | Paid in January following year |
Design notes:
- Company ceased stock option grants in 2007 and does not plan to grant options; repricing prohibited without shareholder approval .
- The company-selected PVP measure is diluted EPS growth .
Pay vs Performance (Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 | 82.66 | 90.94 | 114.42 | 106.25 | 136.06 |
| Net Income ($mm) | 31.576 | 33.396 | 33.412 | 52.258 | 52.915 |
| Diluted EPS Growth | 1.88 | 1.98 | 1.97 | 3.07 | 3.12 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 2,951,659 |
| Ownership (% of Total Voting Power) | 17.3% |
| Shares Pledged as Collateral | 600,000 (for life insurance; estate planning) |
| Ownership Vehicles | Includes 524,694 shares via SSx2, LLC; 61,239 shares held by spouse (disclaimed) |
| Stock Ownership Guideline | 3x base salary; met as of 12/31/2024 |
| Options Outstanding | None (ceased grants in 2007; none outstanding) |
| Insider Trading Policy | Blackout periods; pre-clearance; prohibits short sales and certain hedging; policy filed as Exhibit 19 to 2024 10-K |
Outstanding equity awards (unearned PSUs at FY-end 2024):
| Grant Date | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|
| 2/23/2023 | 4,452 | 163,166 |
| 2/29/2024 | 5,348 | 196,004 |
Employment Terms
- Employment agreements and severance agreements: None; executive employment is “at will” .
- Change-of-control: SERP credits two additional years of service at CoC, but NEOs already at max; accrued normal retirement benefits payable; no separate CoC agreements; no excise tax gross-ups .
- Clawback: Policy updated Oct 2, 2023 to recover erroneously awarded incentive-based compensation over prior three completed fiscal years in case of restatement . The Compensation Committee discussed/approved the calculation for clawback related to 2022 restatements; company concluded the restated cash flow items did not impact performance metrics used for executive compensation, so no recovery was required .
- Pensions/SERP (present values at 12/31/2024): Retirement Plan $3,203,437; SERP $5,412,049; 46 years credited service .
Payments upon termination (as of 12/31/2024):
| Trigger | Retirement Plan ($) | SERP ($) |
|---|---|---|
| Change in Control | 3,227,394 | 5,346,339 |
| Voluntary Termination | 3,227,394 | 5,346,339 |
| Retirement | 3,227,394 | 5,346,339 |
| Death | 3,227,394 | 5,346,339 |
| Disability | 27,222 | 45,095 |
| Involuntary Termination | 3,227,394 | 5,346,339 |
Board Governance
- Board service history: Director since 1982; Chairman since 2003; President & CEO since 1995; also Chairman of Capital City Bank .
- Committee roles: Audit, Compensation, and Corporate Governance & Nominating Committees are fully independent; listed membership does not include Mr. Smith; 2024 meetings: Audit (16), Compensation (4), Governance (4) .
- Compensation Committee practices: CEO excluded from deliberations on his pay; independent consultant engaged; executive sessions held; outside directors evaluate CEO performance .
- Director stock ownership guideline: 10x annual director retainer; 10-year compliance period; all directors met or are on track .
- Dual-role implications: Combined CEO/Chair role may raise independence concerns; mitigations include independent committee structure, executive sessions, majority independent board, and formal evaluation processes .
Related Party Transactions and Red Flags
- Lease with Smith Interests General Partnership L.L.P. (entity with Mr. Smith’s interest): $0.1 million in 2024 ($0.2 million in 2023), with $0.5 million reimbursement for development; lease terms include escalators and extension options .
- Family employment: Son (William G. Smith III) serves as Chief Lending Officer; compensation determined under standard practices .
- Pledging: 600,000 shares pledged for a life insurance policy (estate planning) — potential alignment risk if margin calls occur .
- Restatements and clawback: Company restated cash flow statements; concluded no incentive comp recovery required given metrics used; Clawback policy in place .
Compensation Structure Analysis
- Mix shift and risk: No stock options; emphasis on performance shares and cash tied to financial metrics (NI, deposits, classified assets) — reduces option-related risk but introduces payout sensitivity to balance-sheet metrics .
- At-risk pay: Targeted incentive compensation constitutes ~62.98% of total target pay; cash incentive targeted at 75% of total annual incentive; equity incentive targeted at 25% .
- Peer benchmarking: Base targeted at 50th percentile; total direct compensation targeted at 75th percentile contingent on performance; independent consultant Blanchard engaged for peer group .
Performance Compensation – Detailed Metric Table
| Metric | Weighting | Target | Actual | Payout % | Vesting/Timing |
|---|---|---|---|---|---|
| Net Income | 50% | > $52,258 million | $52.915 million | 105.03% | Annual; cash paid shortly after Committee determination |
| Average Deposits | 30% | $3,489,211 | Achieved | 200% | Annual; equity under Stock-Based Incentive Plan |
| Classified Assets | 20% | ≤ $31,704 million | Achieved; $20.3 million at YE | 200% | Annual; equity under Stock-Based Incentive Plan |
| LTIP – Diluted EPS CAGR | — | 10% CAGR base EPS $3.07 (2024 plan) / $3.12 (2025 plan) | Ongoing | Range 0–200% economic value | 3-year cycles; payout in 2027/2028 if earned |
Equity Awards and Vesting Schedules
| Award Type | Grant Date | Vesting Schedule | Target / Max | Actual 2024 Earned |
|---|---|---|---|---|
| Stock-Based Incentive Plan (PSUs) | Feb 29, 2024 | Performance shares tied to NI, deposits, classified assets; annual issuance following year | 5,356 / 10,712 shares | 8,168 shares |
| LTIP (PSUs + Cash) | 2024 plan & 2025 plan | 3-year performance periods (2024–2026; 2025–2027); payout if EPS CAGR targets met | $250k target; $500k max (60% equity/40% cash) | Cash component paid when earned (e.g., $200k in 2023 & 2024) |
Employment Terms (Non-Compete/Severance/Policies)
- No employment or severance agreements (“at will”) .
- Change-in-control: No separate agreements; SERP adjustments noted; no excise tax gross-ups .
- Clawback: Updated October 2, 2023; applies to erroneously awarded incentive-based compensation; restatements assessed with no recovery required .
- Hedging/short sales: Prohibited; blackout and pre-clearance requirements for insiders .
Investment Implications
- Alignment: High insider ownership (17.3%) supports alignment, but the pledge of 600,000 shares introduces potential forced-sale risk in adverse markets; robust ownership guidelines and prohibition of options/hedging partially mitigate alignment concerns .
- Pay-for-performance: Incentives closely tied to net income, deposit balances, asset quality, and LTIP EPS CAGR, with strong recent payouts (152.51% of target) consistent with reported record earnings and stable credit metrics — constructive for execution and retention .
- Governance: Combined CEO/Chair role is offset by independent committees, executive sessions, and strong Say-on-Pay support (98.8%), indicating shareholder confidence; continued monitoring of related-party lease and family employment is prudent .
- Retention economics: Significant accrued pension/SERP values and normal retirement eligibility reduce turnover risk but create succession timing optionality; no severance diminishes change-in-control windfalls .
- Trading signals: Annual PSU issuances in Jan/Feb and multi-year LTIP cycles create predictable vesting windows; blackout/pre-clearance policies and a large pledged block should be considered when evaluating insider sale dynamics and potential liquidity events .