Capital City Bank Group Inc

This management proposal asks shareowners to provide a non-binding advisory approval of the compensation paid to the named executive officers as disclosed in the proxy materials. Management frames the program as pay-for-performance: a substantial portion of executive pay is ‘at risk’ and tied to short- and long-term company metrics (net income, average deposits, classified assets, and EPS growth) to align management incentives with shareowner value. The Compensation Committee uses benchmarking and an independent consultant to set targets and approves both cash and equity incentive plans, including multi-year LTIPs tied to compound annual growth in diluted EPS, with clawback provisions and stock ownership expectations. Management emphasizes conservative base salaries relative to peers and a higher proportion of incentive compensation to reward performance; the program also includes governance safeguards such as an independent Compensation Committee and use of an independent compensation adviser. The Board recommends approval because it believes the plans attract and retain experienced leadership, link pay to long-term performance, and have been supported strongly by prior say-on-pay votes. As an advisory vote, the outcome is nonbinding, but the Compensation Committee will consider the result in future compensation design. The context includes historically strong company performance in 2025 (record earnings, improved tangible book value, dividend increases) and a previously high favorable say-on-pay result (98.8% in 2023), which the Board cites in recommending continued use of the program. A sophisticated evaluator should weigh the specific performance metrics and their weighting, the substantial pension and long-term incentives disclosed, and the potential for outsized payouts when targets are exceeded, versus the company’s demonstrated governance practices, clawback policy, and the Board’s stated intent to consider shareholder feedback.

This management proposal asks shareholders to indicate, on a non-binding basis, whether the advisory vote on executive compensation should occur every one, two, or three years. Management’s position is that an annual advisory vote (every one year) is preferable because the Company’s compensation disclosures and performance metrics are prepared and presented annually, enabling shareholders to provide timely feedback and for the Compensation Committee to incorporate that feedback into next-year decisions. The proposal is nonbinding, so the Board and Compensation Committee will consider but are not legally obligated to follow the result; however, management states it will take the outcome into account. For an analyst evaluating governance, key considerations include the trade-off between more frequent shareholder input (greater responsiveness and accountability) versus the administrative burden and potential short-termism annual votes could encourage. The Board emphasizes that annual votes better correspond to the cadence of compensation disclosures and that prior shareholder support for executive pay was very high, which may lessen incentives to change frequency. Additionally, the Board’s recommendation for annual voting reflects a governance stance favoring regular engagement with shareholders. A sophisticated assessment should consider the company’s historical say-on-pay results, the design of incentive plans (which include multi-year LTIPs tied to multi-year EPS growth), and whether annual advisory votes could pressure management toward short-term metrics; conversely, annual votes can enhance transparency and give shareholders more timely input on compensation policies. Given the Company’s stated commitment to consider advisory vote outcomes and its governance policies (independent Compensation Committee, benchmarking, clawbacks), many institutional investors may find annual votes appropriate, but some long-term investors could prefer multi-year cycles to align with multi-year incentive plan horizons.