This excerpt taken from the CCBG DEF 14A filed Mar 25, 2009.
Compensation and Benefits Strategy. Our compensation strategy provides broad guidance on executive compensation and more specifically on the compensation of the named executive officers. Our compensation objectives are to provide compensation programs which:
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 Boards 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. The 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.
Compensation Committee Activity in 2008. The Compensation Committee met eight times in 2008, including two executive sessions with only the Compensation Committee members present. The chair of the Compensation Committee sets the meeting dates and agenda for the committee.
In February, the Compensation Committee met in Executive Session to discuss the 2007 performance of the Chief Executive Officer and to set 2008 compensation. In accordance with the Compensation Committee charter, Compensation Committee Chairman Cader Cox distributed an evaluation to all outside directors, and then collected and compiled the results of the evaluations. He presented the results for review by the Compensation Committee. Based in part on this review, the Compensation Committee approved Mr. Smiths 2008 base salary of $285,000 and target cash incentive of $225,000. The Compensation Committee also reviewed and approved Capital City Bank President Thomas A. Barrons 2008 base salary of $245,000 and target cash incentive of $190,000 and Chief Financial Officer J. Kimbrough Daviss 2008 base salary of $239,000 and target cash incentive of $75,000.
In March, the Compensation Committee reviewed 2008 compensation for our 11 senior managers. The Compensation Committee also reviewed director compensation and made no changes to the fee structure for 2008.
In April, the Compensation Committee met to discuss and approve the 2008 Stock-Based Incentive Plan (covered in detail on page 25).
In July, the Compensation Committee interviewed three compensation consulting companies for the purpose of reviewing senior management incentive compensation plans. Amalfi was engaged to do a review of fourteen plan metrics.
In August, the Compensation Committee met with Mr. Smith and Mrs. Corum to discuss strategic compensation issues. The Compensation Committee met in executive session following the regular meeting. No actions were taken during this meeting.
In October, Amalfi presented the findings of the incentive compensation review to the Compensation Committee. The Compensation Committee accepted several of Amalfis recommendations. The Compensation Committee approved an additional engagement of Amalfi to review and recommend changes to the current compensation philosophy.
In November, the Compensation Committee approved the 2009 directors fee schedule, making no changes from 2008.
In December, the Compensation Committee approved minor amendments to the 2005 Associate Stock Purchase Plan, the 2005 Directors Stock Purchase Plan and the Supplemental Executive Retirement Plan (SERP) to bring the plan documents into compliance with section 409A of the Internal Revenue Code.
Compensation Philosophy. In early 2009, the Compensation Committee, with Board approval, revised the compensation philosophy and set the following compensation objectives:
We discuss the composition of our peer group and our benchmarking practices in further detail below.