SEC Form DEF 14A filed by Capital City Bank Group

 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

 

 

March 10, 2026

Dear Fellow Shareowners:

Please join us for our 2026 Annual Shareowners Meeting at 10:00 a.m., Eastern Time, on Tuesday, April 21, 2026, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. I look forward to this opportunity to share highlights from 2025 and discuss near- and longer-term plans for Capital City Bank Group. I will also be calling for a vote on important matters.

As a valued Capital City Bank Group supporter, your vote is important and your Board of Directors encourages you to let your voice be heard. Proxy Materials are attached for your convenience and are accessible at www.proxyvote.com along with the 2025 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials.

Whether or not you attend the meeting in person, I encourage you to vote as soon as possible. Voting your proxy ensures your representation at the meeting. We offer several methods of voting for your convenience: by telephone, online at www.proxyvote.com, or by mailed proxy card if you received paper copies of your materials.

Thank you for your vote and for your continued support. I look forward to your joining us in April.

Your banker,

 

William G. Smith, Jr.

The Board of Directors of the Company unanimously recommends that shareowners vote “FOR” each of the 12 director nominees for election as a director, “FOR” the approval of the compensation of our named executive officers, “FOR 1 YEAR” with respect to the frequency with which the shareowners will vote on the compensation paid to our named executive officers, and “FOR” the ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

By Order of the Board of Directors

Tallahassee, Florida

March 10, 2026

Important Notice Regarding the Availability of Proxy Materials for the Shareowners’ Meeting to be Held on April 21, 2026. The Proxy Statement and the Annual Report are available at: www.proxyvote.com.

We are providing this Proxy Statement and the accompanying documents (“Proxy Materials”) in connection with the solicitation by the Board of Directors (the “Board”) of Capital City Bank Group, Inc., a Florida corporation (“Capital City”), of proxies to be voted at our 2026 Annual Meeting of Shareowners and at any adjournments or postponements of the Annual Meeting.

We will hold our 2026 Annual Meeting at 10:00 a.m., Eastern Time, Tuesday, April 21, 2026, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. We are making these Proxy Materials available to our shareowners on or about March 10, 2026.

At Capital City, and in this Proxy Statement, we refer to our employees as “associates.” Also in the Proxy Statement, we refer to Capital City Bank Group as the “Company,” “Capital City,” “we,” “our,” or “us,” Capital City Bank (a wholly-owned subsidiary of the Company) as “the Bank” or “our Bank”, and to the 2026 Annual Meeting as the “Annual Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting To Be Held on April 21, 2026.

Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is distributing the Proxy Materials online at www.proxyvote.com along with the 2025 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials. Shareowners are encouraged to access and review the Proxy Materials before voting. This site will also have directions to attend the meeting and vote in person.

All shareowners of record at the close of business on the record date of February 20, 2026, are entitled to receive these Proxy Materials and to vote at the Annual Meeting. On that date, there were 17,153,154 shares of our common stock outstanding and entitled to vote.

Shares held in your name as the shareowner of record may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareowner of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. The vote you cast in person will supersede any previous votes that you submitted, whether by internet, phone, or mail.

If you are an associate who participates in Capital City’s 401(k) Plan, you may instruct the Plan trustee on how to vote your shares in the Plan by mail, by telephone, or on the internet as described above, except that, if you vote by mail, the card that you use will be a voting instruction card rather than a proxy card. If you own shares through the Plan and you do not vote, the Plan trustee will vote the shares in the same proportion as other Plan participants vote their Plan shares.

Whether you hold shares directly as a shareowner of record or beneficially, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the internet or by telephone. If you requested and received a paper copy of a proxy card by mail, you may vote by mail. Instructions are on the Notice of Internet Availability of Proxy Materials or the proxy card.

Whether you provide voting instructions by the internet or by telephone, or vote by mail, you are designating certain individuals to vote on your behalf as your legal Proxy. We have designated Bethany H. Corum and Lee Nichols each as a Proxy. The Proxies will vote all valid voting instructions and proxy cards that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

If you hold shares as the shareowner of record, then your vote by proxy must be received before 11:59 p.m., Eastern Time, on April 20, 2026, the day before the Annual Meeting. If you are the beneficial owner of shares held through a broker, trustee, or other nominee, please follow the instructions provided by your broker, trustee, or other nominee.

Pursuant to the Company’s articles and bylaws, our Board is authorized to have not less than one member nor more than 25 members, and the current number of directors may be either increased or diminished from time to time in the manner provided in the bylaws. The Board, at the recommendation of the Corporate Governance and Nominating Committee, has nominated all 12 of our current directors to stand for election at the Annual Meeting. Each nominee will stand for election to hold office for a term expiring at the next annual meeting of shareowners following the director’s election and until such director’s successor is duly elected and qualified, subject to the director’s prior death, resignation, retirement, disqualification or removal.

Each nominee is currently serving as a member of the Board. The proxies will vote, unless instructed otherwise, each valid voting instruction and proxy card for the election of the following nominees as directors. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute as the Board may recommend, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve.

If the 12 director nominees are elected, the Board will not have any vacancies. Brokers do not have discretion to vote on this proposal without your instructions. If you do not instruct your broker how to vote on this proposal, your broker will deliver a broker non-vote on this proposal.

There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. No current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person.

The following table sets forth certain information about our current directors, including their names, ages and year in which they began serving as a director of the Company, position in the Company, and independence, as determined by the Board.

The following paragraphs provide information as of the date of this Proxy Statement about each nominee up for re-election in the categories of: age, positions held, principal occupation and business experience for the past five years, and names of other publicly held companies for which the nominee serves as a director or has served as a director during the past five years. While the following paragraphs note certain individual qualifications and skills that contribute to the Board’s effectiveness as a whole, we also believe that our nominees have a reputation for integrity, honesty, and adherence to high ethical standards. Each demonstrates strong leadership skills, business acumen, sound judgment, and a commitment of service to our shareowners.

Our officers are appointed annually by the Board at the first meeting of the Board held after the shareowners’ annual meeting. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death. Thomas A. Barron and William G. Smith, Jr., serve as directors and executive officers, and Bethany H. Corum and Jeptha E. Larkin are executive officers.

We are committed to creating and maintaining a business atmosphere with the highest ethical standards and integrity. We believe our directors should possess the highest personal and professional ethics, integrity and values, and represent the best interests of the Company to create shareowner value. Unwavering adherence to high ethical standards is the foundation on which our business and reputation thrive and is integral to sustaining a successful, high-caliber company.

As we continue to respond to the evolving regulatory environment in 2025, we recognize the value of environmental stewardship and seek opportunities to reduce our carbon footprint and incorporate energy efficiency products into business operations. We believe operating sustainably creates long-term value for our customers, communities, and shareowners through reducing risks, strengthening our communities, and helping us meet expectations of our shareholders. We have and will continue to make investments which benefit our stakeholders and, where appropriate, reinforce our commitment to sustainability.

We evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis, including a review of reputation and environmental matters related to certain real estate loans, which is overseen by the Bank’s Credit Risk Oversight Committee.

To prepare for any climate-related occurrences, our business continuity plan addresses how to maintain business operations in response to a disastrous event. We offer disaster assistance to our associates, including accommodation and shelter reimbursement in case of evacuations or sustained power outages.

Sustainable Investing. Capital City Wealth offers sustainable investing (SI) strategies that seek to grow capital by employing a globally focused and sustainable investment approach. The SI investing portfolios take a broader approach to evaluating risk and do so over a long-term horizon by evaluating a company’s environmental, social, and governance risks, in addition to traditional financial risks.

“Be Committed to Community” is one of our core values and integral to our culture. We believe that this commitment not only builds better communities but also helps us attract and retain associates. We encourage our associates to volunteer their hours with service organizations and philanthropic groups in the communities we serve.

We recorded 7,914 community service hours in 2025, and 9,542, and 10,526 hours in 2024 and 2023, respectively. Additionally, the CCBG Foundation donated approximately $0.3 million in 2025, 2024 and 2023 to various non-profit organizations in the communities we serve.

Since 2015, we have annually supported the United Way of the Big Bend in analyzing financial information for its annual grant review process. Many of these grants are provided to low-moderate income communities in North Florida’s Big Bend area.

Financial literacy is a priority. In 2025, the CCBG Foundation made grants totaling $173,000 to Community Reinvestment Act of 1977 (“CRA”) eligible organizations in our market area. We are committed to providing educational outreach regarding home ownership and financial access for minorities. We are a long-time supporter of Habitat for Humanity, with our associates providing volunteer hours on home builds. Further, we continue to originate loans under the Habitat for Humanity loan program and community development loans under various affordable housing, community service, and revitalization projects.

During tax season, we provide locations for community residents to access Volunteer Income Tax Assistance (VITA) services. VITA is a nationwide IRS program that offers free tax preparation assistance to people who generally make $60,000 or less, persons with disabilities, the elderly, and limited English-speaking taxpayers who need assistance in preparing their own tax returns.

Our culture distinguishes us from our competitors and is the driving force behind our continued success. Our leadership is committed to a culture that values people alongside results.

Our brand promise (“More than your bank. Your banker.”) and purpose (“We empower our clients’ financial wellness and help them build secure futures”), together with our core values statement (“Do the Right Thing, Build Relationships & Loyalty, Embrace Individuality & Value Others, Promote Career Growth, Be Committed to Community, and Represent the Star (our bank) Proudly”), are the foundation on which our culture is built.

The bank has grown significantly since its beginnings in 1895. Our commitment to fostering a culture that values our associates across our entire footprint remains unwavering. We have a chief culture officer and a chief inclusion officer who make it a priority to ensure our culture is maintained and associates exemplify our values. We reinforce these cultural priorities through ongoing communication, leadership engagement across our markets, and programs designed to strengthen associate connection, belonging, and service to our clients and communities.

At December 31, 2025, we had approximately 927 associates, approximately 902 full-time associates and approximately 25 part-time associates. At December 31, 2025, approximately 68% of our workforce was female, 32% was male, and approximately 22% was ethnic minorities. None of our associates are represented by a labor union or covered by a collective bargaining agreement. All of our associates are hired on the basis of their individual skills, qualifications, and merit, and in accordance with applicable law.

Our commitment to people and being an employer with integrity and heart has earned us numerous accolades including: one of the “Best Companies to Work for in Florida 2025” by Florida Trend for 14 consecutive years, a “Best Bank to Work For 2025” by American Banker for 13 consecutive years and being named by Forbes in 2025 as World’s Best Banks, America’s Best Banks (ranked #13) and America’s Best-in-State Banks (Ranked #5 in Florida and Ranked #4 in Georgia), a selection made from direct consumer feedback and online reviews.

The average tenure of our associates is approximately 9.8 years, and the average tenure of our management team is 24.3 years. Tenure statistics support these accolades and further demonstrate that associates enjoy working for Capital City Bank.

Health and Safety. Our business success is fundamentally connected to our associates’ well-being. We make available to our associates a voluntary wellness program, StarFit, that provides associates with resources and good-health opportunities through exercise, diet, and preventive care. We continue to evaluate and enhance our well-being programs to support physical, emotional, and financial wellness across our workforce.

In response to emerging workplace practices, we made changes to our flex-work program to assist our associates in maintaining a work/life balance consistent with their professional and personal goals. We remain committed to providing tools, support and flexibility that enable associates to perform their roles effectively while managing personal commitments.

Compensation and Benefits Program. To attract and retain experienced associates we offer a competitive compensation and benefits program, foster a culture where everyone feels included and empowered to do their best work, and give associates the opportunity to give back to their communities and make a social impact.

Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals, and create long-term value for our shareowners. We provide our associates with compensation packages that include base salary and annual incentive bonuses, and certain associates can receive equity awards tied to the Company’s performance.

Experience has taught us that a compensation program with both short- and long-term awards provides fair and competitive compensation and aligns associate and shareowner interests by incentivizing business and individual performance. This dual approach also encourages long-term company performance and integrates compensation with our business plans.

In addition to cash and equity compensation, we offer associates benefits including life and health (medical, dental & vision) insurance, paid time off, an associate stock purchase plan, and a 401(k) plan. Associates hired prior to 2020 are eligible to participate in a pension plan. We periodically evaluate our benefits and total rewards offerings to ensure they remain competitive within our industry and responsive to the evolving needs of our workforce.

A core value is providing associates the ability to “grow a career.” To that end, we support and encourage associates to pursue personal and professional development through higher education. We offer an educational Tuition Assistance Plan to help eligible associates continue or begin post-high school education, develop skills, increase knowledge, and aid in career development.

Our corporate governance framework fosters an engaged, independent board with diverse perspectives, qualifications and skills who are committed to creating long-term value for our shareowners. In so doing, the Company recognizes the interests of its shareowners will be advanced by responsibly taking into account the concerns of the Company’s other constituencies, including clients, associates, communities in which the Company conducts its business, the public at large, and the governmental entities that regulate the Company’s business.

Specifically, the Board of Directors

Additionally, the charters of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are reviewed annually by each respective committee and the Board.

During 2025, the Corporate Governance and Nominating Committee focused its efforts on:

2025 Corporate Governance and Nominating Committee:

Laura L. Johnson (Chair)

Robert Antoine

Bonnie J. Davenport

William Eric Grant

Ashbel C. Williams

The Board plans for succession to the position of chief executive officer as well as certain other senior management positions. William G. Smith, Jr., our chairman and CEO, assists the Board by providing an annual assessment of senior managers and their potential to succeed him, as well as an assessment of associates considered potential successors to certain other senior management positions. Additionally, an outside consulting firm annually provides the Board an independent assessment of select associate candidate qualifications.

The Corporate Governance and Nominating Committee and the independent directors annually review these assessments in an executive session. In addition, the Board interacts with members of senior management who are potential successors to our executive management.

The Corporate Governance Guidelines support board refreshment through mandatory resignation if the director does not receive a majority vote of support from our shareowners; mandatory tender of a resignation upon a change in our director’s principal employment; and a strict prohibition on serving on too many boards. The guidelines do not require term limits nor a mandatory retirement age. We believe that directors should not be subject to term limits nor a retirement age because they would likely cause the Board to lose directors who have strong experience, institutional knowledge, and insight into the Company’s strategies, operations, and risks. Our Board regularly reviews its own composition and skills, and plans for an orderly director transition and refreshment process in response to potential retirements, resignations, or gaps by identifying potential candidates. Recognizing the importance of balancing experience with fresh perspectives, the Board has added one director in 2016, three in 2017, one in 2018, one in 2019 and four in 2021.

Risk management is a key component of our corporate strategy. Specific risks are assessed at our committee levels, and the Board oversees our overall risk management process, discussing and reviewing with management major policies that address risk assessment and risk management. The Board is regularly informed through committee reports about our risks. The Bank’s Enterprise Risk Oversight Committee reports to the Board at least twice per year. This committee assists the Board in establishing and monitoring the Company’s key risks and meets at least quarterly. Further, our Disclosure Committee oversees the Company’s disclosure control framework and reports its activities and findings to the Audit Committee on a regular basis.

Our enterprise risk management program is designed to identify, assess, and mitigate risks across various aspects of our Company, including financial, operational, market, regulatory, technology, legal, and reputational. Cybersecurity is a critical risk area given the increasing reliance on technology and potential of cyber risk threats. Our Chief Information Security Officer (“CISO”) reports to the Bank President who provides oversight of the information security program and its activities, along with our management-level Enterprise Risk Oversight Committee (“ROC”) and our Board of Directors.

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of external threat events or other efforts to penetrate, disrupt or misuse systems or information. Our cybersecurity risk management program is designed around the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, regulatory guidance, and other industry standards, although we cannot guarantee that we meet all technical specifications, or requirements under NIST. Our CISO and Information Security Officers (“ISOs”) along with key members of the information security team collaborate with peer banks, industry groups, and policymakers to discuss cybersecurity trends and issues and identify best practices. Our information security program, including our cyber risk management policies and procedures and our incident response program, are periodically reviewed by the CISO with the goal of addressing changing threats and conditions.

The parts of our information security program relating to cybersecurity are built on a multi-layered and integrated defense model and include the following processes:

Notwithstanding our defensive measures and processes, threats posed by cyberattacks are severe. Our internal systems, processes, and controls are designed to mitigate loss from cyber-attacks and, while we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected, and are not reasonably likely to materially affect, the Company, including its business strategy, results of operations or financial condition. Despite the Company’s efforts, there can be no assurance that its cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting its systems and information. The Company faces risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect its business strategy, results of

operations or financial condition. For further discussion of risks from cybersecurity threats, see the Company’s 2025 Annual Report on Form 10-K, Item 1A. Risk Factors under the section captioned “Cybersecurity incidents, including security breaches and failures of our information systems could significantly disrupt our business, result in the unintended disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.”

Our CISO is responsible for managing our Corporate Security Department and overseeing our information security program, including cybersecurity risks. The responsibilities of this department include cybersecurity risk assessment, defense operations, incident response, vulnerability assessment, threat intelligence, third-party risk management, information governance risk and compliance and business resilience. The foregoing responsibilities are covered on a day-to-day basis with oversight and guidance provided by our CISO, the ISOs and key members of the information security team. The department, as a whole, consists of information security professionals with varying degrees of education and experience. Associates within the department are generally subject to professional education and certification requirements. In particular, our CISO has over 15 years of substantial relevant expertise and formal training in the areas of information security and cybersecurity risk management and also serves on several advisory boards and committees within the financial sector. Our CISO regularly reports on the status of the information security program to the Bank’s President. On a quarterly basis, and as needed, the CISO reports the status of the information security program, notable threats or incidents, and other developments related to information security and cybersecurity risks to the Bank’s Enterprise Risk Oversight Committee.

The Board of Directors oversee cybersecurity risk and the information security program which includes overseeing management’s actions to identify, assess, mitigate and remediate or prevent material cybersecurity risks. The CISO provides reports to the Board of Directors annually on the status of the information security program and risks, notable threats and incidents, and other developments related to cybersecurity of the information security program. An appropriate committee of the Board of Directors may also receive from the CISO periodic reports on these activities, as well as the status of any incident response and remediation efforts the Company may undertake.

Our board received regular updates on cybersecurity and information security risk in 2025 and discussed cybersecurity and information security risks with both the Governance and Audit Committees. For more information on our cybersecurity risk management, strategy, and governance, see “Part I - Item 1C. Cybersecurity” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Corporate Governance and Nominating Committee uses a variety of methods to annually evaluate the Board and its Committees. In 2025, the Committee engaged an outside firm, Bank Director, to evaluate board and committee performance. Directors submitted completed questionnaires directly to Bank Director, which summarized the results without attribution. The Corporate Governance and Nominating Committee discussed the results, followed by the Board.

The Board has adopted Corporate Governance Guidelines to implement the Nasdaq corporate governance listing standards and various other corporate governance matters.

The Board has adopted Codes of Conduct applicable to all directors, officers, and associates, and a Code of Ethics applicable to our chief executive officer and our financial and accounting officers, all of which are available, without charge, on our website (investors.ccbg.com) or upon written request to:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

These codes are designed to comply with Nasdaq and Security Exchange Commission requirements. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination.

Our common stock is listed on the Nasdaq Global Select Market. Nasdaq requires that a majority of our directors be “independent,” as defined by Nasdaq’s rules. Generally, a director does not qualify as an independent director if the director or a member of a director’s immediate family has had in the past three years certain relationships or affiliations with us, our outside auditors, or other companies that do business with us. Under current Nasdaq rules, our Board must undertake both a subjective and an objective determination of the independence of the directors. For purposes of the objective determination, our Board utilizes the objective standards of independence set forth in the Nasdaq rules. Our Board has affirmatively determined that the following current directors, constituting a majority of our directors, are independent: Robert Antoine, William F. Butler, Stanley W. Connally, Jr., Marshall M. Criser III, Kimberly A. Crowell, Bonnie J. Davenport, William Eric Grant, Laura L. Johnson, John G. Sample, Jr., and Ashbel C. Williams. The Board, in making its independence determinations, considered the following relationships between the Company and the directors, and determined that none of the relationships for the directors and director nominees set forth below constituted a material relationship between the director or director nominee and the Company: (1) the Company or its subsidiaries provided non-preferential, ordinary course financial products and services to certain of our directors and director nominees, some of their immediate family members, and entities affiliated with some of them or their immediate family members; and (2) Ms. Davenport is the founding principal, president, and majority owner of BKJ, Inc. Architecture (“BKJ”), a company that has provided architectural services to, and received fees from, the Company over the last several years.

The Board does not have a policy with respect to separation of the positions of chairman and CEO or with respect to whether the chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time. When the chairman of the board is a member of management or is otherwise not independent, the independent directors elect a lead independent director, which we discuss below. Currently, William G. Smith, Jr. serves as our chairman and CEO. Given the fact that Mr. Smith is tasked with the responsibility of implementing our corporate strategy, we believe he is best suited for leading discussions regarding performance relative to our corporate strategy, and these discussions represent a significant portion of our Board meetings.

The independent directors of our Board of Directors annually elect an independent director to serve in a lead capacity. Although elected annually, the lead independent director is generally expected to serve for more than one year. Mr. Connally currently serves as our lead independent director. The lead independent director’s duties, which are listed in a Board-approved charter, include:

Our independent directors regularly meet without any Company associates present in executive sessions and meet at least twice per year in accordance with Nasdaq rules. Any independent director may call an executive session of independent directors at any time. In 2025, the independent directors met in an executive session five times.

The Corporate Governance and Nominating Committee annually reviews and makes recommendations to the Board regarding the composition and size of the Board so that the Board consists of members with the proper experience, skills, attributes, and personal and professional backgrounds needed by the Board, consistent with applicable Nasdaq and regulatory requirements.

The Corporate Governance and Nominating Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our shareowners. The Corporate Governance and Nominating Committee considers criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined by the Nasdaq listing standards, the business experience currently desired on the Board, geography, the nominee’s banking industry experience, and the nominee’s general ability to enhance the overall composition of the Board. The Corporate Governance and Nominating Committee does not have a formal policy on diversity; however, the Board and the Corporate Governance and Nominating Committee believe that it is essential that Board members represent diverse viewpoints and qualifications and considers this matter (among other matters) during the annual board and committee evaluation process.

Our Corporate Governance and Nominating Committee identifies nominees for directors primarily based upon suggestions from shareowners, current directors, and executives. Shareowners who wish to suggest candidates may submit the name and qualifications of the candidate to the Corporate Governance and Nominating Committee c/o Capital City Bank Group, Inc., 217 North Monroe Street, Tallahassee, Florida 32301. Director candidates recommended by shareowners are afforded the same consideration as all other candidates. The Corporate Governance and Nominating Committee Chair and at least one other member of the committee interviews director candidates. The full Board formally nominates candidates for director to be included on the slate of directors presented for shareowner vote based upon the recommendations of the Corporate Governance and Nominating Committee following this process.

Our Bylaws provide that in an uncontested election, if a nominee for director does not receive at least a majority of the votes cast at any meeting for the nominee’s election at which a quorum is present, then the director must promptly tender his or her resignation to the Board. The Corporate Governance and Nominating Committee would then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation and publicly disclose its decision and the rationale behind the decision within 90 days from the date of the certification of the election results. If a director’s resignation is not accepted by the Board, then such director will continue to serve the remainder of his or her term. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director, a person must deliver to our Corporate Secretary a written agreement that such person will abide by these requirements.

To ensure that our directors can provide sufficient time and attention to the Company, our directors may not serve on more than three other boards of directors of public companies. Our CEO may not serve on more than two other boards of directors of public companies.

A director whose principal occupation or business association changes substantially during the director’s tenure must tender a resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

Our Board met nine times in 2025. Each of our directors attended at least 97.6% of the aggregate number of meetings of the Board and Committees on which they served. We expect all directors to attend our Annual Meeting. Every director attended the 2025 Annual Meeting.

Our Corporate Governance Guidelines provide for a process by which shareowners may communicate with the Board, a Board committee, the independent directors as a group, or individual directors. Shareowners who wish to communicate with the aforementioned constituencies may do so by sending written communications to the address below:

Capital City Bank Group, Inc.

c/o Corporate Secretary

217 North Monroe Street

Tallahassee, Florida 32301

Communications will be compiled by our Corporate Secretary and submitted to the Board, a committee of the Board, or the appropriate group of directors or individual directors, as appropriate, at the next regular meeting of the Board. The Board has requested that the Corporate Secretary submit to the Board all communications received, excluding those items that are not related to board duties and responsibilities, such as: mass mailings, job inquiries, resumes, advertisements, solicitations, and surveys.

We currently have 10 independent directors who qualify for compensation for Board service. In 2025, the Compensation Committee engaged Blanchard Consulting to measure Capital City’s board compensation against the same peer group used to measure executive management compensation. Additionally, Compensation Philosophy includes targeting total annual fees, including retainer, equity compensation, board meeting fees, committee chairmen fees, committee meeting fees, and Lead Independent Director fees for our directors to be between the 50^th and 75^th percentile of our selected peer group unless an exception is stated by the Compensation Committee due to Company performance or market demand. While the Compensation Committee deems attendance by directors to be mandatory at all meetings, having a variable compensation structure better aligns compensation with the volume of business conducted by each committee. The elements of director compensation are as follows:

We provide directors with perquisites and other personal benefits that we believe are reasonable, competitive and consistent with our overall director compensation program. The value of the perquisites for each director in the aggregate is less than $10,000.

The following table sets forth a summary of the compensation we paid in 2025 to our directors (other than directors who are also executive officers):

We maintain stock ownership guidelines for all independent directors. Under our current guidelines, each independent director is expected to own our common stock equal in value to 10 times their annual director retainer fees (including annual cash and equity grants). Directors have 10 years from the date they are first appointed or elected to our Board to meet the stock ownership requirement. The Compensation Committee has determined that as of December 31, 2025, all directors have met our share ownership expectations or are making significant strides to meet these expectations within the stated time period of 10 years from date of appointment or election.

We recognize that related person transactions may raise questions among our shareowners as to whether the transactions are consistent with our best interests and our shareowners’ best interests. We generally do not enter into or ratify a related person transaction unless our Board, acting through the Audit Committee or otherwise, determines that the related person transaction is in, or is not inconsistent with, our best interests and our shareowners’ best interests. We have adopted a written Related Person Transaction Policy.

Under our procedures, each director, executive officer, and nominee for director submits to our designated compliance officer certain information to assist us in monitoring the presence of related party transactions. On an ongoing basis, and to the best of their knowledge, directors and executive officers are expected to notify our designated compliance officer of any updates to that information. We use our best efforts to have our Audit Committee pre-approve all related person transactions. In the event a related person transaction was not pre-approved by the Audit Committee, the transaction is immediately submitted for the Audit Committee’s review for ratification or attempted rescission.

In addition to the policy described above, we circulate a questionnaire each quarter to our directors and executive officers, in which respondents are required to disclose, to the best of their knowledge, all related person transactions that occurred in the previous quarter.

Some of our directors and officers and their affiliates, are clients of, and have, in the ordinary course of business and banking, transacted with, Capital City Bank. These transactions include loans, commitments, lines of credit, and letters of credit, any of which may, from time to time, exceed $120,000. All loans included in these transactions were made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons who were not affiliates of Capital City Bank and, in the opinion of management, did not involve more than the normal risk of collectability or presented other unfavorable features. The Capital City Bank Group Board of Directors approved each of these transactions.

For the year ended December 31, 2025, we have not identified any transactions or series of similar transactions (other than the ordinary course of business transactions discussed above) for which we are a party in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, or holder of more than 5% of our capital stock had or will have a direct or indirect material interest other than as follows:

The Company leases land from a partnership (Smith Interests General Partnership L.L.P.) in which William G. Smith, Jr. has an interest. The Company made lease payments totaling $0.1 million in 2025, $0.1 million in 2024 and $0.2 million in 2023. In December 2023, the lease payments adjusted to $0.1 million annually due to a reduction in the size of the parcel leased by the Company. The payments under the lease agreement provide for annual lease payments of approximately $0.1 million annually through December 2033, and thereafter, increase by 5% every 10 years until 2053 at which time the rent amount will adjust based on reappraisal of the parcel rental value. The Company then has four successive options to extend the lease for five years each with rental increases of 5% at each extension. Further, in accordance with this lease agreement, the Company made payments of $0.5 million in May 2024 and $0.2 million in July 2025 to the lessor as reimbursement for a portion of the costs related to the development of subject property to support the construction of a new banking office by the Company.

William G. Smith, III, the son of our Chairman and Chief Executive Officer, William G. Smith, Jr., is employed as Chief Lending Officer at Capital City Bank. In 2025, William G. Smith, III’s total compensation (consisting of annual base salary, annual bonus, and stock-based compensation) was determined in accordance with the Company’s standard employment and compensation practices applicable to associates with similar responsibilities and positions.

We believe Capital City has performed well and has positioned itself to take advantage of new opportunities. Consider that:

We have an experienced and hardworking management team. In fact, members of our executive management team have more than 32 years of experience in the banking industry on average. We have been able to retain our management team by strongly linking pay to performance. Compare how our CEO’s base salary matches up to the median base salary of the CEOs of our 2025 peer group, which is the same peer group used in 2024 and is listed later in this CD&A:

 

Mr. Smith’s relatively low base salary does not reflect his performance level, but rather it reflects our conservative compensation philosophy. Superior compensation should be earned through superior performance. Because Capital City’s performance was adversely affected during last decade’s recession, we significantly limited the raises our named executive officers received during that time frame. On the other hand, as Capital City has thrived, we have recognized our executives’ performance through base salary increases.

 

At Capital City, we strive to foster a culture of accountability to our shareowners and work to maximize shareowner return each day. In fact, this is why we refer to our shareholders as “shareowners” – we understand that we work for the benefit of Capital City’s owners. We also believe that an effective way to align the interests of our associates with the interests of our shareowners is to encourage our associates to become shareowners. We are proud to offer our associates the ability to purchase shares of Capital City through our 2021 Associate Stock Purchase Plan and through the Capital City 401(k) Plan. We also pay our directors, executive officers and senior management team partially in shares of Capital City stock and maintain robust share ownership requirements for many of these individuals.

Our focus on maximizing shareowner return and the strong ownership culture among our associates makes it much easier to implement a strong pay-for-performance compensation plan for our management team. Our executive officers do not expect to get paid well when Capital City’s results do not meet our expectations. On the other hand, when Capital City achieves its Board-approved performance goals, our management team should be rewarded. In 2025, a substantial majority of Mr. Smith’s eligible compensation was “at risk.”

 

We are proud of the strong corporate governance practices we have implemented. Below we have summarized important policies we have implemented to ensure that we provide compensation to align the interests of our executive officers with the interests of our shareowners. More importantly, we have summarized the compensation practices that we do not have because we believe that these particular practices are not in the best interests of our shareowners.

Our Compensation Committee met five times in 2025, including one executive session with only the Compensation Committee members present. Mr. Criser, the chair of our Compensation Committee, sets the meeting dates and agenda for the Compensation Committee. In the past year, the Compensation Committee:

Our compensation strategy provides broad guidance on senior management compensation and more specifically on the compensation of the named executive officers. Our compensation objectives are to provide compensation programs that:

We believe that accomplishing corporate goals is essential for our continued success and sustained financial performance. Therefore, we believe that executive officer compensation should be largely at-risk and performance based. Specific targets and weightings used for establishing short-term and long-term performance goals are subject to change at the beginning of each measurement period, and are influenced by the Board’s desire to emphasize performance in certain areas. Each year, the Compensation Committee reviews and approves all executive officer performance-based goals.

The compensation and benefits programs for our executives are designed with the goal of providing compensation that is fair, reasonable and competitive. These programs are intended to help us recruit and retain qualified executives, and provide rewards that are linked to performance while also aligning the interests of executives with those of our shareowners.

The Compensation Committee, with Board approval, has adopted the following compensation philosophy and set the following compensation objectives:

We discuss the composition of our peer group and our benchmarking practices in further detail below.

The Compensation Committee has adopted a number of policies to further the goals of our executive compensation program, particularly with respect to strengthening the alignment of our executives’ interests with our shareowners’ long-term interests. Further, the Compensation Committee believes the policies set forth below are effective based on the stability of our management team and our ability to attract talent from outside the Company.

We maintain stock ownership expectations for all senior managers, including our executive officers. Under our current guidelines, all senior managers are expected to own shares of our common stock equal in value to at least one and a half times their annual base salary; Mr. Barron, Mr. Larkin, and Mrs. Corum are expected to own shares of our common stock equal in value to at least two times their annual base salary; and Mr. Smith is expected to own shares of our common stock equal in value to at least three times his annual base salary. Compliance is expected within six years of becoming a senior manager or executive officer.

The Compensation Committee has determined that, as of December 31, 2025, Mr. Smith, Mr. Barron, and Mrs. Corum have met our share ownership expectations, Mr. Larkin is on track, and all other senior managers covered by this program are making significant strides in meeting the ownership expectations.

By the terms of our 2021 Associate Incentive Plan, which is the only plan we may use to grant stock options, repricing stock options is prohibited without shareowner approval.

We have an insider trading policy that governs the purchase, sale and other dispositions of our securities by our directors, officers, associates, and agents. Our insider trading policy is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards. Among other things, the insider trading policy:

The full text of our insider trading policy was filed as Exhibit 19 to our 2025 Annual Report on Form 10-K.

Federal law prohibits our officers and members of our Board of Directors from engaging in “short sales” of Company securities. Because short sales represent a bet that our stock price will decline, our policy is that none of our directors, officers or associates or those of our subsidiaries are permitted to engage in “short sales” of Company stock.

We believe the employment of our executive officers should remain “at will.” Therefore, none of our executive officers have an employment agreement or severance agreement with us.

Effective October 2, 2023, the Board of Directors updated our compensation recovery policy in accordance with the requirements of the Nasdaq listing standard adopted pursuant to SEC rules (the “Clawback Policy”). The Clawback Policy provides, among other things, that we will seek to recover any erroneously awarded incentive-based compensation received by covered executives of the Company (which are determined from time to time by the Compensation Committee of the Board and includes current and former executive officers) during the three completed fiscal years preceding any date on which we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws.

We design our specific compensation elements based on the following:

Our executive compensation program is comprised of four discrete elements (which are each described in further detail below):

Our compensation philosophy guideline is to target base salaries at the 50^th percentile of our peer group; however, superior performance may warrant a base salary in excess of this target. Our Compensation Committee believes that this target level will allow us to attract and retain the talent necessary to achieve our performance goals. The base salaries for the named executive officers are determined by analyzing available market data as well as considering the experience and performance of the individual. In 2025, all named executive officers received an increase in base salary, as follows: Mr. Smith, 4%; Mr. Barron, 4%; Mrs. Corum, 15.38%; and Mr. Larkin, 7.14%. Mrs. Corum’s increase was awarded in connection with her promotion to President of the Bank, effective July 1, 2025. Mr. Smith’s base salary is 27.35% below the 50^th percentile base salary of our peer group. His relatively low base salary is not reflective of his performance or experience level. It has been historically low compared to our peer group benchmark and the Compensation Committee continues to place great emphasis on bringing Mr. Smith’s base salary in line with the stated target level. Mr. Barron’s base salary is 0.59% below the 50^th percentile; Mrs. Corum’s base salary is 13.97% below the 50^th percentile. Mr. Larkin’s base salary is 3.57% below the 50^th percentile. We consider an officer’s salary to be in line with the benchmark if it is within +/- 15% of the benchmark.

In addition to their base salary, each named executive officer has the opportunity to earn annual incentive compensation. The Compensation Committee believes a competitive overall compensation package should include incentive compensation in the form of both cash and equity awards. The Compensation Committee believes, based on past advice from its compensation consultant, targeting incentive compensation equal to or greater than 30% of total compensation is sufficient to change behaviors relative to performance. As a result, we believe our total incentive-based compensation target of at least 30% of total compensation is appropriate.

In 2025, targeted incentive compensation for each of our named executive officers was as follows (reflected as a percentage of total target compensation): Mr. Smith, 68.86%; Mr. Barron, 63.38%; Mrs. Corum, 47.57%; and Mr. Larkin, 40.00%. We believe the differences of potential impact each executive officer has on our performance warrants differences in the percentage of compensation they individually have at risk. Messrs. Smith and Barron and Mrs. Corum have an opportunity to earn incentives under a long term plan.

In 2025, Mr. Smith’s total targeted incentive compensation of $1,150,000 was comprised of 67.39% cash and 32.61% equity and includes both short-term and long-term incentive plans. Mr. Barron’s total target incentive compensation of $900,000 was comprised of 71.11% cash and 28.89% equity, and includes both short-term and long-term incentive plans. Mrs. Corum’s total target incentive compensation of $408,334 was comprised of 72.14% cash and 27.86% equity, and includes both short-term and long-term incentive plans. Mr. Larkin’s total target incentive compensation of $250,000 was comprised of 75% cash and 25% equity, and includes only a short-term incentive plan. The difference in allocation between cash and equity among the named executive officers is due to each executive’s responsibilities.

The base and incentive (cash and equity) compensation for Mr. Smith, Mrs. Corum, and Mr. Larkin placed them below the 75^th percentile for total compensation, relative to their respective peers. Mr. Barron was above the 75^th percentile.

Cash Incentive Plan. Cash incentives for each of the named executive officers are based on performance with regard to goals established by the Compensation Committee. In 2025, measurement was based on three distinct goals that were weighted based on their relative relationship to overall performance including:

All three goals were achieved at a level allowing payment. Net income paid out at 143.15%, average deposit balance paid out at 177.65%, and classified assets paid out at 178.80%. Factoring in the component weighting of each goal, the total payout was 160.63%

Messrs. Smith, Barron and Larkin and Mrs. Corum received a payout of $1,084,252; $963,780; $301,181 and $451,771, respectively, under the Cash Incentive Plan. The payout represented 160.63% of the target.

Although the goals are generally consistent from year to year, the Compensation Committee evaluates the exact goals each year to better align incentives with the Company’s strategy. The goals can be based upon performing loan levels; loan growth; classified or non-performing asset levels; net charge-offs; deposit levels, including growth; increase in shareowner value; stock price; revenue, including growth; net interest income; fee income; net interest margin; non-interest income; non-interest expense; loan loss provision expense; expense management; net income; earnings per share; return on assets; return on shareowners’ equity; return on capital; efficiency ratio; or the extent to which direct reporting managers meet their own goals based on designated metrics.

The total economic value of the Cash Incentive Plan award for each named executive officer is set as a percentage of total incentive compensation. The total economic value of the target award at the 100% payout level represents 75% of total annual incentive compensation.

Stock-Based Incentive Plan. The Stock-Based Incentive Plan is a performance-based equity bonus plan in which selected members of management, including all named executive officers, are eligible to participate. The Stock-Based Incentive Plan is administered under our 2021 Associate Incentive Plan. The Compensation Committee believes the equity component of our incentive compensation package creates ownership in the Company and aligns the goals of our shareowners and named executive officers because it provides incentives to our named executive officers to focus on improving long-term performance. Payments under the Stock-Based Incentive Plan for named executive officers are determined based on achievement of pre-established performance metrics and payable as an award of 100% in shares, which is designed to align the economic interests of management with those of our shareowners.

In 2025, all participants in the Stock-Based Incentive Plan were eligible to earn an equity award tied to achievement of three distinct objectives, each weighted based on their relative relationship to overall performance of the Company:

Depending on performance, component payouts under the plan could have ranged from 0% to 200% of the target, and the maximum payout, in aggregate, could have been 200%.

All three goals were achieved at a level allowing payment. Net income paid out at 143.15%, average deposit balance paid out at 177.65%, and classified assets paid out at 178.80%. Factoring in the component weighting of each goal, the total payout was 160.63%.

Similar to the Cash Incentive Plan, the goals are generally consistent from year to year, but may change to align management’s incentive with the Company’s strategy. The goals are generally selected from the same group of metrics as available to be used in the Cash Incentive Plan.

The total economic value of the award for each named executive officer is set as a percentage of total incentive compensation. The total economic value of the target award at the 100% payout level is 100% in performance shares and represents 25% of total incentive compensation. The formula used a stock price of $36.63 to arrive at the number of performance shares granted. The price was derived based on the average high and low of the previous 10 trading days from date of grant (February 27, 2025). This formula was set by the terms of the 2021 Associate Incentive Plan.

For 2025, the named executive officers received the following shares:

Awards earned under the Stock-Based Incentive Plan are issued in the calendar quarter following the calendar year in which the awards were earned. Generally, any awards earned are issued in late January or early February.

Long-term Incentive Plan (LTIP) – Compound Annual Growth Rate in Diluted EPS. The Compensation Committee awards Smith, Barron and Corum performance shares as provided in our 2021 Associate Incentive Plan. This plan is designed to correlate compensation with the long-term growth of the Company. Pursuant to this three-year plan, which is adopted each year to allow for the annual adoption of rolling three-year goals, we award performance shares and cash after the conclusion of each three-year performance period with each LTIP having a pre-established economic value equivalent range, as follows: Mr. Smith, $0 to $500,000; Mr. Barron, $0 to $200,000 and Mrs. Corum, $0 to $66,666.

For the 2025 LTIP, each named executive officer may earn his or her LTIP based on the Company’s compound annual growth rate (CAGR) in diluted earnings per share (EPS), measured over the performance period commencing January 1, 2025 and ending on December 31, 2027. Sixty percent (60%) of the earned 2025 LTIP will be payable in shares and forty percent (40%) is payable in cash.

For Messrs. Smith and Barron’s 2025 LTIP (with a possible payout in 2028 based on 2025-27 performance), each target award (Mr. Smith, $250,000 and Mr. Barron, $100,000) is based on the Company achieving a 10% three-year compound annual growth rate in diluted earnings per share using $3.12 per share (2024 reported earnings) as the base amount. A maximum award (Mr. Smith, $500,000 and Mr. Barron, $200,000) would be earned if the compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level.

Mrs. Corum’s 2025 LTIP has a different structure, as follows:

We provide retirement benefits to named executive officers and senior management through a combination of qualified (under the Internal Revenue Code) and nonqualified plans.

We use benchmarking as a method to understand what similar positions pay in similar organizations. In setting 2025 executive compensation, the Compensation Committee engaged Blanchard Consulting to create a custom peer group, based on the following traits: publicly traded bank holding company with 2024 assets at year-end between $2 billion and $12 billion, and located in Florida and nearby states. Peers were then narrowed to include only those which had filed a current proxy statement with executive compensation data.

Benchmarking is the primary tool we use to set executive compensation; however, we also review individual performance and industry trends in terms of increases to executive compensation. For Mr. Smith, we also undertake a 10-year historical compensation review.

The compensation peer group is not identical to the peer group used to measure company performance, due to difficulty in gathering compensation data from nonpublic companies. Company performance data can be gathered from financial institution call reports for public and nonpublic financial institutions. However, some of the institutions represented on the compensation peer group are included in the Company performance peer group.

The following information discloses the ratio of our median associate’s annual total compensation to the annual total compensation of our principal executive officer (“PEO”), Mr. Smith.

In determining the median associate, we prepared a list of all associates (excluding our PEO) as of December 31, 2025, (other than associates on leave of absence). Wages and salaries were annualized for associates who began employment after January 1, 2025, or who took a leave of absence during 2025. We had 927 associates during calendar year 2025, including short-term and partial-year associates (i.e., new hires and temporary associates). For simplicity, we excluded the value of our 401(k) plan and medical benefits provided in selecting the median associate because all associates (including our PEO) are provided the exact same benefits. We then selected the associate who earned the median compensation for 2025.

Once we identified the median associate, we added that individual’s Change in Pension Value to his/her annual compensation, continuing to mirror the Executive Compensation – Summary Compensation Table structure.

In determining the ratio, we included all compensation paid to the median associate, including base salary, incentive awards, and overtime; however, we did not include any benefits that are available to all associates (e.g., employer paid premiums and group term life values), consistent with the compensation disclosures in Executive Compensation – Summary Compensation Table.

The median of the annual total compensation of all of our associates (excluding our PEO) was $58,974. The annual total compensation of our PEO was $3,135,873 resulting in an estimated ratio of PEO to Median Associate Total Compensation of 53.17 to 1.

Because of the high variability of pension value each year, particularly when the age of our PEO and our identified median associate is significant, we are also providing a ratio excluding the change in pension value. The median of the annual total compensation of all of our associates (excluding our PEO) was $55,649 excluding the change in pension value. The annual total compensation of our PEO (excluding the change in pension value) was $2,175,168, resulting in an estimated ratio of PEO to Median Associate Total Compensation excluding the change in pension value of 39.09 to 1.

The Federal Reserve has provided guidance on the manner in which banks and bank holding companies pay incentive compensation. All banking organizations supervised by the Federal Reserve are required to review the incentive compensation arrangements of (1) senior executive officers and others responsible for oversight of company-wide activities or material business lines; (2) individual associates, including nonexecutive associates, whose activities may expose the bank to material amounts of risk; and (3) groups of associates who are subject to the same or similar incentive compensation arrangements and who, in the aggregate, may expose the bank to material amounts of risk. Our Compensation Committee has conducted a review to ensure that compensation is structured in a manner so as not to encourage excessive risk-taking.

We provide our shareowners with the opportunity to cast an advisory vote on executive compensation (“Say-on-Pay”) every three years. At our Annual Meeting in 2023, out of the 12,010,505 votes cast (excluding abstentions and broker nonvotes), our shareowners cast 11,864,934 shares, or 98.8%, “For” approval of our executive compensation. The Compensation Committee believes this vote affirmed shareowners’ support of our approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Say-on-Pay vote when making future compensation decisions for our named executive officers.

The Compensation Committee has strategic and administrative responsibility for a broad range of issues, including reviewing, authorizing, and approving compensation to be paid to our executive officers, directors, and our senior management team. The Corporate Governance and Nominating Committee recommends to the Board, and the Board appoints, each member of the Compensation Committee. The Corporate Governance and Nominating Committee has evaluated, and the Board has determined, that each member of the Compensation Committee is an independent director.

The Compensation Committee’s policy is to review executive compensation, including incentive goals, at least annually. The Compensation Committee also periodically reviews benefits and perquisites, reviews and provides oversight of our compensation philosophy, serves as the administrative committee for our equity-based plans, and reviews stock ownership guidelines for our executive officers and directors.

The Compensation Committee’s charter permits the delegation of its authority to our Chief People Officer or any other person or persons to administer compensation and benefits programs, including the authority to interpret the plan in individual cases when appropriate. In 2025, the Compensation Committee delegated the administration of all associate compensation, benefit and welfare plans to Ashley T. Leggett, Chief People Officer.

None of the members of the Compensation Committee is an executive officer of a public company of which one of our executive officers is a director.

In fulfilling its responsibilities, the Compensation Committee evaluates the information and recommendations put forth by management and its independent advisors in making its decisions regarding executive compensation. The Compensation Committee’s decisions are made with the objective of providing fair, equitable and performance-based compensation to executives in a manner that is affordable and cost effective for our shareowners. In 2025, the Compensation Committee engaged Blanchard Consulting Group to create a custom peer group for the purpose of benchmarking executive officer and director compensation. In engaging Blanchard, the Compensation Committee considered the independence factors prescribed by applicable regulations and concluded that none of the work provided by Blanchard raised any conflict of interest and, accordingly, determined Blanchard met the independence criteria. Blanchard provides no services to the Company other than compensation consulting services described herein.

The Compensation Committee sets compensation for the Chief Executive Officer based on data provided by the Chief People Officer and a review of peer group statistics. In addition, the Compensation Committee reviews and approves the Chief Executive Officer’s recommendations for other executive officers’ compensation. In making these decisions, the Compensation Committee relies on information and recommendations provided by the Chief Executive Officer and Chief People Officer. The key roles played by management in assisting the Compensation Committee to determine compensation levels for our named executive officers are as follows:

The key members of management involved in the executive compensation process were Mr. Smith and Mrs. Leggett. Mr. Smith is not involved in setting his own compensation and was not present during the Compensation Committee’s deliberations regarding his own compensation. Mrs. Leggett attends all meetings of the Compensation Committee to provide information to the Compensation Committee members and to take minutes of the meetings. At times, the Compensation Committee conducts executive sessions. Mrs. Leggett is excused from all executive sessions and the Chairman of the Committee communicates any decisions for inclusion in the minutes. Management (other than Mr. Smith and Mr. Barron solely in their roles as directors approving the Compensation Committee’s recommendations) had no role in setting compensation for the independent directors.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K included in this Proxy Statement. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Marshall M. Criser III (Chair)

William F. Butler

Kimberly A. Crowell

Laura L. Johnson

The following summary compensation table shows compensation information for our principal executive officer, principal financial officer, and our president for each of the three previous fiscal years. Amounts listed under “Nonequity Incentive Plan Compensation” are determined by the Compensation Committee at its first meeting following the year in which the compensation is earned and paid to the executives shortly after such determination is made.

The following table provides information on outstanding equity awards for our executive officers named in the Summary Compensation Table at the end of 2025 (except for Mr. Larkin who did not have any outstanding equity awards at the end of 2025).

The amount of compensation (if any) that is payable to our named executive officers upon termination of employment depends on the nature and circumstances under which employment is ended. As discussed above, Mrs. Corum was added as a participant in the SERP II in May 2020 and Mr. Larkin was added as a participant in the SERP II in March 2024.

In the event of a change in control, Messrs. Smith, Barron and Larkin, and Mrs. Corum, will be credited with an additional two years of credited service for purposes of computation of retirement benefits payable under the SERPs; however, Messrs. Smith, Barron and Larkin already have earned the maximum service time so no change in control provision would apply to their benefits. Accrued benefits based upon normal retirement (as defined by the Retirement Plan and the SERPs) are payable to Messrs. Smith, Barron Larkin and Mrs. Corum upon a change in control. A “change in control” under the SERPs means the sale of substantially all of our assets, a change in share ownership of greater than 50% within a 24-month period, or any other determination of change in control made by our Board of Directors.

In the event of a change in control, Messrs. Smith, Barron and Larkin and Mrs. Corum would not receive any additional benefit under the qualified Retirement Plan but would have the same benefits as any associate who separates employment with the Company.

We have no post-employment compensation programs designed to provide benefits upon a change in control, other than those discussed above.

Each named executive officer would have received the following payments had his employment terminated on December 31, 2025, under the following triggering events: