CAPITAL CITY BANK GROUP INCCCBG
CAPITAL CITY BANK GROUP INC Stock Compensation Disclosure
Note 14
STOCK-BASED COMPENSATION
At December 31, 2025, the Company had three stock-based compensation plans, consisting of the 2021 Associate Incentive Plan
(“AIP”), the 2021 Associate Stock Purchase Plan (“ASPP”), and the 2021 Director Stock Purchase Plan (“DSPP”). These plans,
which were approved by the shareowners in April 2021, replaced substantially similar plans approved by the shareowners in
2011. Total compensation expense associated with these plans for the years ended December 31, 2025, 2024 and 2023 was $
3.2
million, $
2.7
2.1
AIP.
there were
700,000
AIP, will create an annual incentive plan (“Plan”), under which all participants are eligible to earn performance shares. Awards to
associates under the 2021 Plan were tied to internally established goals. At base level targets, the grant-date fair value of the
shares eligible to be awarded in 2025 was approximately $
1.3
34,852
issuance, but additional shares could be earned if performance exceeded established goals. A total of
55,049
for 2025 that were issued in January 2026. For the years ended December 31, 2025, 2024 and 2023, Directors earned
8,230
,
10,870
8,840
2.5
1.8
1.1
million for the years ended December 31, 2025, 2024 and 2023, respectively , related to the AIP.
Executive Long-Term Incentive Plan (“LTIP”)
. The Company has established a Performance Share Unit Plan under the
provisions of the AIP that allows William G. Smith, Jr., the Chairman and Chief Executive Officer of CCBG, Inc, Thomas A.
Barron, the President of CCBG, Inc., and Bethany Corum, the President of CCB, to earn shares based on the compound annual
growth rate in diluted earnings per share over a three-year period. The Company recognized expense of $
0.5
0.7
million, and $
0.9
15,092
,
17,334
, and
4,909
13,436
earned in 2025 that were issued in January 2026.
After deducting the shares earned, but not issued, in 2025 under the AIP and LTIP,
337,894
under the 2021 AIP.
DSPP.
The Company’s DSPP allows the directors to purchase the Company’s common stock at a price equal to
90
% of the
closing price on the date of purchase. Stock purchases under the DSPP are limited to the amount of the directors’ annual retainer
and meeting fees. Under the DSPP, there were
300,000
0.1
expense under the DSPP for each of the years ended December 31, 2025, 2024 and 2023. The Company issued shares under the
DSPP totaling
12,147
,
14,969
13,090
2025, there were
225,455
ASPP.
Under the Company’s ASPP, substantially all associates may purchase the Company’s common stock through payroll
deductions at a price equal to
90
% of the lower of the fair market value at the beginning or end of each six-month offering
period. Stock purchases under the ASPP are limited to
10
% of an associate’s eligible compensation, up to a maximum of $
25,000
(fair market value on each enrollment date) in any plan year. Under the ASPP, there were
400,000
reserved for issuance. The Company recognized $
0.1
0.2
0.1
of the years ended December 31, 2025, 2024 and 2023, respectively. The Company issued shares under the ASPP totaling
22,703
,
37,019
17,651
269,400
shares remained eligible for issuance under the ASPP.
Based on the Black-Scholes option pricing model, the weighted average estimated fair value of each of the purchase rights
granted under the ASPP was $
5.98
$
4.74
5.32
, respectively. In calculating compensation, the fair value of each stock purchase right was estimated on the date
of grant using the following weighted average assumptions:
2025
2024
2023
Dividend yield
2.6
%
3.0
%
2.3
%
Expected volatility
19.0
%
21.1
%
22.5
%
Risk-free interest rate
3.9
%
4.8
%
5.1
%
Expected life (in years)
0.5
0.5
0.5
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.