CAPITAL CITY BANK INC (CCBG)
Sector: Financials
2026 Annual Meeting Analysis
CAPITAL CITY BANK INC · Meeting: April 21, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CCBG's 3-year return of +40.1% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +5.6pp, and the peer group underperformance of -18.1pp is well below the 50pp trigger threshold for strong-positive-TSR companies; no overboarding, attendance, or independence concerns apply to this executive director.
Independent director with strong CPA/audit background; TSR trigger does not apply (peer gap -18.1pp vs. 50pp threshold); no attendance, overboarding, or independence concerns.
Executive director with over five decades of banking experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director with extensive real estate and executive leadership experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Lead independent director with senior executive experience at a Fortune 500 utility; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director and Compensation Committee chair with senior executive and higher education leadership experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director with CEO and corporate law experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director with executive leadership in commercial architecture; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director with CEO-level experience in technology and operations; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent director and Corporate Governance Committee chair with CEO and entrepreneurial experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Independent Audit Committee chair with CPA background and prior CFO experience; TSR trigger does not apply; serves on one other public company board, within the permitted limit; no overboarding, attendance, or independence concerns.
Independent director with extensive investment management experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
All 12 director nominees receive a FOR recommendation. CCBG's 3-year price return of +40.1% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +5.6pp, and the company's underperformance versus the disclosed peer group median (-18.1pp over 3 years) is well below the 50pp trigger threshold required for companies with strong positive absolute TSR. Every director attended at least 97.6% of meetings, no director is overboarded, committee composition is appropriate, and all independent directors are properly classified.
Say on Pay
✓ FORCEO
William G. Smith, Jr.
Total Comp
$3,135,873
Prior Support
98.8%%
CEO total compensation of $3,135,873 is heavily influenced by a large pension value change ($960,705); excluding that non-cash accounting item, cash-and-equity compensation was approximately $2,175,168, which is consistent with a community bank CEO at CCBG's market cap level and below the peer group 75th percentile target. The pay mix is strongly performance-oriented — the proxy discloses that approximately 69% of the CEO's targeted compensation was at-risk variable pay tied to measurable metrics (net income, deposit growth, and credit quality), well above the 50-60% policy threshold. The company achieved a record $62 million in earnings in 2025, stock performance has outpaced the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark, and the prior Say on Pay vote received 98.8% support, indicating broad shareholder endorsement of the compensation structure.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$1,065,000
Non-Audit Fees
$81,000
Non-audit fees (audit-related fees of $81,000) represent approximately 7.6% of audit fees ($1,065,000), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so per policy the tenure trigger does not apply and a FOR vote is appropriate. No material restatements attributable to audit failure were identified, and Forvis Mazars is a large national firm appropriate for a company of CCBG's size.
Overall Assessment
The 2026 CCBG annual meeting ballot is straightforward with no significant governance concerns: all 12 director nominees receive FOR recommendations as stock performance is solid relative to the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark and no TSR, attendance, or independence triggers apply. The Say on Pay program is well-structured with strong performance linkage, appropriate pay levels, and a clawback policy in place, and auditor fees are clean with no independence concerns.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing