DEF 14A of Seacoast Banking Corp Of Florida
Filed Apr 8, 2024 · FY20230000730708-24-000102
Board Refreshment Timeline
Board Refreshment Timeline Board Skills and Characteristics Our Board represents a range of diverse skills, experience and background that aligns with our long-term strategy and culture. Below are the mix of skills, qualifications, experience and gender and diversity characteristics of the members of our Board as of the record date:
Board Refreshment Timeline
| Skills, Qualifications, Experience and Diversity | | Dennis J. Arczynski | Jacqueline L. Bradley | H. Gilbert Culbreth, Jr. | Christopher E. Fogal | Maryann Goebel | Dennis S. Hudson, III | Robert J. Lipstein | Alvaro J. Monserrat | Thomas E. Rossin | Charles M. Shaffer | Joseph B. Shearouse, III | | | Audit/Accounting/Finance experience is important in overseeing our financial reporting and internal controls | • | | | • | | • | • | • | • | • | | | | Banking/Financial Services experience is important to guide product evolution and manage our business model and revenue generating initiatives | • | • | | • | • | • | • | | • | • | • | | | Executive Leadership experience is important to monitor strategy and performance | • | • | • | • | • | • | • | • | • | • | • | | | Corporate Governance experience is important to conduct decision-making and validate implementation in accordance with best practices and regulatory guidelines | • | | | | • | • | • | • | • | • | | | | Digitalization/Business Intelligence experience is important for innovation and strengthening profitability and understanding customers | • | | | | • | • | | • | | • | • | | | Corporate Citizenship experience is important in understanding customer segments in markets served and implementing ESG efforts and sustainability initiatives | | • | • | • | | • | | • | • | • | • | | | Customer Experience knowledge is important to assess brand loyalty, customer engagement and create valuable customer relationships and long-term profitability | • | | • | | | • | | • | | • | • | | | Legal and Regulatory Affairs experience is important to monitor compliance and regulatory requirements | • | | | • | | • | • | • | • | • | • | | | Risk Management experience is important in overseeing the risks throughout the organization | • | • | • | | • | • | • | • | • | • | • | | | Cybersecurity/Information Security experience is important to assess tools to enhance business operations, customer service and cyber and information security | • | | | | • | • | • | • | | • | | | | Human Capital and Diversity Management experience is important to assess compensation practices, diversity mix, talent, training programs and corporate culture within the company | • | • | | • | • | • | | • | | • | • | | | | | | | 2024 | | | | 2023 | | | | | Total Number of Directors | | | | | 11 | | | | 11 | | | | | Gender Identity: | | | | | Female | | Male | | Female | | Male | | | Directors | | | | | 2 | | 9 | | 3 | | 8 | | | Demographic Background: | | | | | | | | | | | | | | African American or Black | | | | | 1 | | -- | | 1 | | -- | | | Hispanic or Latinx | | | | | -- | | 1 | | -- | | 1 | | | White | | | | | 1 | | 8 | | 2 | | 7 | |
Board Refreshment Timeline
Our Corporate Governance Framework
Board Refreshment Timeline
| Board Independence | •A total of 8 of our 11 directors are considered independent as of the Annual Meeting date. •Our Chairman and CEO is the only member of management who serves as a director. | | Board Refreshment & Diversity | •We seek a board that, considered as a group, will possess a diversity of experience and differences with respect to personal, educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement and age. •We have a mix of new and longer tenured directors to help ensure fresh perspectives as well as continuity and experience. The average tenure of our independent directors is 11.7 years. | | Board Committees | •We have five standing Board committees—Audit; Compensation and Governance (“CGC”); Corporate Development (“CDC”), Enterprise Risk Management (“ERMC”); and Information Technology (“ITC”). •The Audit Committee and CGC consist entirely of independent, non-management directors. •Chairs of the committees shape the agenda and information presented to their committees. | | Lead Independent Director | •Our independent directors elect a lead independent director annually. •Our lead independent director chairs regularly scheduled executive sessions, without management present, at which directors can discuss management performance, succession planning, board informational needs, board effectiveness or any other matter. | | Board Oversight of Strategy & Risk | •Our Board has ultimate oversight responsibility for strategy and risk management. •Our Board directly advises management on development and execution of the Company’s strategy and provides oversight through regular updates. •The CDC helps ensure that the strategic vision for the Company is fulfilled by challenging, proposing, reviewing, and monitoring corporate development initiatives of the Company relating to M&A activity, capital allocation and planning, corporate development strategies, and shareholder relations. •Through an integrated process, key risks, including those related to data privacy and cybersecurity are reviewed and evaluated by the ITC in collaboration with the ERMC before they are reviewed by the Board. •The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. •The Audit Committee oversees the Company’s financial statements and internal accounting controls and processes. •The CGC oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking, assists with its leadership assessment and CEO succession planning and monitors the Company’s human capital management, sustainability and ESG efforts. | | Accountability | •We have a plurality vote standard for the election of directors, with a director resignation policy for uncontested elections. •Each common share is entitled to one vote. •We have a process by which all shareholders may communicate with our Board, a Board committee or non-management directors as a group, or other individual directors. | | Director Stock Ownership | •A minimum stock holding of three times the annual base retainer is required for each director, to be acquired within four years of joining the Board. | | Succession Planning | •CEO and management succession planning is one of the Board’s highest priorities. Our Board ensures that appropriate attention is given to identifying and developing talented leaders. | | Board Effectiveness | •The Board meets in a director-only session prior to each regular meeting to discuss the Company’s business condition. After each regular meeting, directors are offered the opportunity to meet in an executive session of non-management directors led by the lead independent director. •The Board and its independent committees annually evaluate their performance. | | Open Communication | •Our Board receives regular updates from business leaders regarding their area of expertise. •Our directors have access to all management and employees on a confidential basis. •Our Board and its committees are authorized to hire outside consultants at their discretion and at the Company’s expense. |
Board Refreshment Timeline
CORPORATE GOVERNANCE AT SEACOAST Our goal is to maintain a corporate governance framework that supports an engaged, independent board with diverse perspectives and judgment that is committed to representing the long-term interests of our shareholders. We believe our directors should possess the highest personal and professional standards for ethics, integrity and values, as well as practical wisdom and mature judgment. Therefore, our Board, with the assistance of management and the CGC, regularly reviews our corporate governance principles and practices. The Board’s Role in Strategy and Risk Oversight The Board of Directors actively reviews our long-term strategy and the plans and programs that management develops to implement our strategy. While the Board meets formally at least once every year to consider overall long-term strategy, it generally reviews various elements of strategy, and our progress towards implementation thereof, at every regular meeting. Our directors are actively engaged in our strategic planning process and exercise robust oversight while challenging our strategies and implementation of such strategies. The Board believes that strategic risk is an exceptionally important risk element among a number of risks that the Company faces. As a result, our Board works to ensure that this risk is appropriately managed in the context of the rapidly changing environment in which the Company and its customers operate. The Board does not believe this risk can be delegated and the Board as a whole regularly spends a significant amount of its time engaged with management and in executive session discussing our long-term strategies, the effectiveness of our plans to implement such strategies, and our progress against those plans. The Board believes that an integral part of managing strategic risk is ensuring that the Board’s views are considered as our strategy evolves. The Board strongly believes that having active and engaged committee chairs and a lead independent director better ensures that the Board as a whole can serve as a credible challenge to management’s plans and programs and increases transparency. The Board’s committees also work to ensure that we have the right alignment to support our long-term strategic direction including: (i) an active Board recruitment process focused on developing or acquiring the skill, experience and attributes of both individuals and the Board as a whole needed to support our strategy, (ii) ensuring an appropriate link is established between our compensation design and our long-term strategy to encourage and reward the achievement of our long-term goals and protect shareholder value by discouraging excessive risk taking, and (iii) ensuring that our risk management structure can effectively manage the inherent risks that underlie our strategy. Other types of risks that the Company faces include: •macro-economic risks, such as inflation, interest rate fluctuations, reductions in economic growth, or recession; •political or regulatory risks, such as restriction on access to markets; •event risks, such as global pandemics, natural disasters, acts of war or terrorism or cybersecurity breaches; and •business-specific risks related to financial reporting, credit, liquidity, asset/liability management, market, operational execution (corporate governance, legal and regulatory compliance), and reputation both of the Company and the financial services industry generally. Our ERMC of the Board of Directors regularly evaluates our overall risk profile and oversees our risk management programs, which are implemented by our chief risk officer. Environmental, Social and Governance (“ESG”) Our Board recognizes the importance of operating in a responsible and sustainable manner aligned with our mission, vision and values. The Compensation and Governance Committee (“CGC”) of the Board is charged with monitoring ESG efforts, and identifies and discusses ESG issues relevant to our business and to the communities where we operate. We consider feedback from investors, employees, regulators, customers and other stakeholders on ESG topics. A key focus of our long-term strategic plan is managing growth through an evolving risk view, in which attention to ESG matters is critical to success. The Company also aims to accommodate the banking and credit needs of our communities by providing various product offerings and community outreach and engagement. We are committed to building and encouraging an inclusive environment where all our employees and clients are respected and accepted for who they are. The Company provides equal employment opportunities in all facets of employment from the hiring and onboarding experience to compensation, benefits and prospects for career advancement and guidance. The Board and senior management are committed to continuing to build upon these efforts in the coming years. You may view additional information about the Company’s corporate sustainability and ESG activities on our investor relations website located at www.SeacoastBanking.com. Governance Policies Seacoast is committed to long-term success through strong corporate governance and ethical business practices, with appropriate controls and transparency forming the foundation for achievement of our strategic mission. Important elements of our corporate governance framework are our governance policies, which include: • Corporate Governance Guidelines • Compensation Recoupment Policy • Code of Conduct • Code of Ethics for Financial Professionals • Charters for each of our Board committees You may view these and other corporate governance documents on our investor relations website located at www.SeacoastBanking.com, or request a copy, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. Information included on our website, other than the proxy statement and form of proxy, is not a part of the proxy soliciting material. Data Privacy and Information Security The Company’s information security program is designed to protect sensitive information from unauthorized access, use, disclosure, alteration, or destruction, and to maintain the confidentiality, integrity, and availability of our information assets, including employee and customer non-public information, financial data, and internal operational information. Seacoast is committed to protecting our customers’ personal and financial information. The Company has adopted a Data Privacy Policy and Information Security Policy that are reviewed by the ITC and ERMC of the Board of Directors on an annual basis. Through an integrated process, key risks, including those related to privacy and cybersecurity are reviewed and evaluated by the ITC and ERMC before they are reviewed by the full Board. We have also adopted a Digital Banking Privacy Policy and Privacy Policy Statement to ensure compliance with requirements of the Gramm-Leach-Bliley Act. Our Board recognizes the importance of maintaining the trust and confidence of our clients, employees and business partners. We strive to continuously assess and update our response to information security risks and changes in the cyber security landscape. Information security risks are identified using internal risk assessments, internal audits, regulatory exams and third-party testing. Identified risks are prioritized, tracked and managed with senior management oversight. Our data security strategy includes a host of defense mechanisms that include, but are not limited to: •Policies and procedures •Annual mandatory employee training, educational opportunities and regular associate communications •Third party program oversight •Encryption technologies •Incident response program
Board Refreshment Timeline
We provide our associates with ongoing training opportunities in addition to annual mandatory training and educational resources to strengthen cybersecurity awareness, keep abreast of cyber environment trends and continue to build knowledge in safeguarding against potential security and fraud risks. Additionally, our information security team maintains awareness of trends and best practices by pursuing professional certifications and educational opportunities with industry experts and professional organizations. Periodic penetration tests are performed by independent third parties and are audited by an external firm with expertise in information security. Should an information security incident occur, we have resources to assist with forensic analysis, response strategies and crisis communications. Cybersecurity Risk Management and Governance The Company’s cybersecurity program, including our information security policies, is designed to align with regulatory guidance and industry practices. To protect our information systems, network, and information assets from cybersecurity threats, we use various security tools, products and processes that help identify, prevent, investigate, and remediate cybersecurity threats and security incidents. The oversight of cybersecurity, including potentially significant cybersecurity threats or incidents, is delegated primarily to the ITC of the Board. The ERMC of the Board has primary responsibility for overseeing the Company’s comprehensive ERM program. The Enterprise Risk Management program assists senior management in identifying, assessing, monitoring, and managing risk, including cybersecurity risk. Cybersecurity matters and assessments are regularly included in both ITC and ERMC meetings. Additionally, the Board assesses the risks and changes associated with cybersecurity threats through presentations and reports provided by our ITC and ERMC, including participation in annual cybersecurity and information security education and training. Board Oversight of Strategy and Risk Our Board has ultimate oversight responsibility for strategy and risk management, and directly advises management on development and execution of the Company’s strategy. Oversight is also provided through the extensive work of the Board’s committees – Audit Committee; Compensation and Governance Committee; Corporate Development Committee; Enterprise Risk Management Committee; and Information Technology Committee – in key areas such as financial reporting, internal controls, compliance, corporate governance, compensation programs, capital planning, risk management and cybersecurity. The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. The Compensation and Governance Committee oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking. Additionally, our Information Technology Committee focuses on the Company's risks and exposures related to information and data security, cybersecurity, data privacy, disaster recovery and business continuity. Board Composition Seacoast continues to build a diverse Board with experience aligned with our strategic mission to ensure a balanced mix of directors with a deep knowledge of Seacoast and its markets, as well as new members with fresh perspectives. Our Board consists of eight independent Board members. All members of the Audit Committee and Compensation and Governance Committee of the Board and the Chair of the Enterprise Risk Management Committee are independent directors. There are two women on the Board of Directors, including our Compensation and Governance Committee Chair. To further strengthen our corporate governance, our independent directors annually select a Lead Independent Director who chairs regularly scheduled executive sessions, without management present. Our Corporate Governance Guidelines require that a majority of the Board be composed of independent directors. In accordance with those guidelines, non-employee directors must advise the Chairman of the Board or Chair of the Compensation and Governance Committee in advance of accepting membership on any other public company board and before accepting membership on the audit committee or compensation committee of any other public company board. Employee Directors may serve on no other boards of public companies, unless otherwise approved by the Compensation and Governance Committee. Shareholder Engagement The Company engages with our shareholders to ensure transparency and that the Board and management are aware of and address issues of importance to our investors. We regularly meet with various institutional shareholders and welcome feedback from other shareholders, which is considered by the Board or appropriate Board committee. We maintain ongoing responsiveness to institutional and retail shareholders who directly contact us, and we remain committed to timely follow-up. We utilize various channels to engage with shareholders and analysts, including face-to-face and virtual meetings, conferences, road shows, investor calls, quarterly earnings calls and annual shareholder meetings, as well as distributing regular communications through our annual report and proxy statement. In 2023, management met with approximately 60 institutional shareholders, representing over 30% of the company’s ownership at December 31, 2023. Corporate Governance Principles and Practices Board Independence The Company’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SBCF”. Nasdaq requires that a majority of the Company’s directors be “independent,” as defined by the Nasdaq rules. Generally, a director does not qualify as an independent director if the director (or, in some cases, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board of Directors has determined that a majority of the Company’s directors are independent directors under the Nasdaq rules. The Company’s independent directors in 2023 were: Dennis J. Arczynski, Jacqueline L. Bradley, H. Gilbert Culbreth, Jr., Julie H. Daum, Christopher E. Fogal, Maryann Goebel, Robert J. Lipstein, Alvaro J. Monserrat and Thomas E. Rossin. Ms. Daum resigned from the Board in January 2024. Our governance principles provide that a substantial majority of our directors will meet the criteria for independence required by Nasdaq. Over 75% of our Board met Nasdaq’s criteria for independence in 2023. Board Evaluation Process Periodically, our Board and each Board committee evaluate their performance and effectiveness, along with processes and structure, to identify areas for enhancement. The process is described below.
Board Refreshment Timeline
| Element | Description | | Corporate Governance Review and Investor Feedback | The CGC reviews corporate governance principles with consideration given to generally accepted practices annually and feedback from investors and makes recommendations for Board changes. This committee also oversees the process for annual board evaluations. | | Annual Board & Committee Self-Evaluations | In 2023, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees of the Board. | | Summary and Review | For the 2023 Board and committee evaluations, responses were compiled and summarized, including comments, which were reviewed by the Chairman and Lead Independent Director, and who together presented summary results to the full Board. The committee evaluations were reviewed by the respective committee chairs, who then discussed the results with their respective committees and the full Board. | | Actions | As a result of the Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities, director succession and process improvements to facilitate broader engagement with discussion around emerging trends and cultural matters. |
Board Refreshment Timeline
Board Leadership Structure The Board leadership framework is provided through: 1) Chairman and CEO Shaffer’s guidance and deep understanding of the financial services industry, 2) a clearly defined lead independent director role, 3) active committees and committee chairs, and 4) talented directors who are committed and independent-minded. At this time, the Board believes this governance structure is appropriate and best serves the interests of our shareholders and other stakeholders. Lead Independent Director To further strengthen our corporate governance, our independent directors annually select a Lead Independent Director from the independent directors. Our Board believes that the Lead Independent Director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. In January 2024, the Board re-elected Christopher E. Fogal to serve as Lead Independent Director. Non-Management Executive Sessions In order to give a significant voice to our non-management directors, our Corporate Governance Guidelines provide for executive sessions of our non-management and independent directors. Our Board believes this is an important governance practice that enables the Board to discuss matters without management present. Our non-management directors are given the opportunity to meet in executive session following each regularly scheduled Board meeting. Our independent directors meet separately from the other directors in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Company’s independent directors. Our Lead Independent Director presides at all executive sessions of the independent directors and non-management directors, and sets the agenda for such executive sessions. Any independent director may call an executive session of independent directors at any time. The independent directors met two times in executive session in 2023. Management Succession Planning and Development Our Board understands that a strong succession framework reduces Company risk and therefore ensures that appropriate attention is given to identify and develop talented leaders. Consequently, we have a robust management succession and development plan which is reviewed annually and updated accordingly. The Board maintains oversight responsibility for succession planning with respect to the position of CEO and monitors and advises management regarding succession planning for other executive officers. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also has short-term contingency plans in place for emergency and unexpected occurrences, such as the sudden departure, death, or disability of our CEO or other executive officers. The CGC, working with the CEO, annually evaluates succession planning at the senior levels of management and reports the results of such evaluation to the Board, along with recommendations on management development and succession planning. The updated succession plan is reviewed and approved by the Board to ensure that competencies are in alignment with our overall strategic plan. The annual review of the CEO succession plan includes a review of specific individuals identified as active CEO succession candidates, and each of those individuals is reviewed with respect to progress in his or her current job position and progress toward meeting his or her defined leadership development plan. The Company’s CEO and senior management are similarly responsible for supporting “next generation” leadership development by identifying core talent, skills and capabilities of future leaders within the Company; assessing the individuals against leadership capabilities; identifying talent and skill gaps and development needs; assisting with internal candidate development; and identifying significant external hiring needs. The Board and individual Board members may advise, meet with, and assist CEO succession candidates and become familiar with other senior and future leaders within the Company. Directors are encouraged to become sufficiently familiar with the Company’s executive officers to be able to provide perspective on the experience, capabilities and performance of potential CEO candidates. The Board encourages senior management, as well as other members of management who have future leadership potential within the Company, to attend and present at Board meetings so that each can be given appropriate exposure to the Board. The Board may contact and meet with any employee of the Company at any time, and are encouraged to make site visits, to meet with management, and to attend Company, industry and other events. Committee Structure Oversight is also provided through the extensive work of the Board’s five committees – Audit; CGC; CDC; ERMC; and ITC – in key areas such as financial reporting, internal controls, compliance, corporate governance, succession planning, compensation programs, capital planning, cybersecurity and risk management. The Audit Committee and the CGC consist entirely of independent, non-management directors. In addition, each year, the Board and each of its committees review a schedule of agenda topics to be considered in the coming year. Each Board and committee member may raise subjects that are not on the agenda at any meeting and suggest items for inclusion in future agendas. The Company believes that the foregoing structure, policies, and practices, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion, evaluation of decisions and direction from the Board of Directors. BOARD MEETINGS AND COMMITTEES Board Meeting Attendance The Board of Directors held six regular meetings and four special meetings during 2023. Each of the directors attended either in-person or virtually at least 75% of the total number of meetings of the Board of Directors and committees on which they served. Annual Meeting Attendance The Company encourages all of its directors to attend its annual shareholders’ meetings but understands that situations may arise that prevent such attendance. A total of six of the 11 then-incumbent directors attended the Company’s 2023 annual shareholders’ meeting. Board Committees The Company’s Board of Directors has five standing permanent committees, including the newly formed Information Technology Committee established in May 2023. These committees serve the same functions for the Company and the Bank. The current composition of each Company committee and the number of meetings held in 2023 are set forth in the table: Board Committee Membership and 2023 Committee Meetings
Board Refreshment Timeline
| Director Name | Audit | Compensation & Governance | Corporate Development | Enterprise Risk Management | Information Technology | | Dennis J. Arczynski (1) | ✔ | | ✔ | ✔(2) | ✔ | | Jacqueline L. Bradley (1) | | | ✔ | | | | H. Gilbert Culbreth, Jr. (1) | | ✔ | | | | | Julie H. Daum (1)(5) | | ✔ | | | | | Christopher E. Fogal (1)(3) | ✔ | | | | ✔ | | Maryann Goebel (1) | ✔ | ✔(2) | | ✔ | ✔ | | Dennis S. Hudson, III | | | ✔ | | | | Robert J. Lipstein (1) | ✔(2) | | | ✔ | ✔ | | Alvaro J. Monserrat (1) | ✔ | ✔ | ✔ | | ✔(2) | | Thomas E. Rossin (1) | | | ✔(2) | ✔ | | | Charles M. Shaffer (4) | | | ✔ | | | | Joseph B. Shearouse, III (6) | | | ✔ | | | | TOTAL MEETINGS HELD IN 2023 | 9 | 7 | 4 | 6 | 3 |
Board Refreshment Timeline
(1) Independent Director (2) Committee Chair (3) Lead Independent Director (4) Chairman of the Board (5) Resignation effective as of January 30, 2024 (6) Appointed as a member of the Board of Directors effective July 20, 2023 Each committee has a charter specifying such committee’s responsibilities and duties. Each committee charter, including the Audit Committee and Compensation and Governance Committee charters, are reviewed annually. These charters are available on the Company’s website at www.SeacoastBanking.com or upon written request. Key Committee Responsibilities
Board Refreshment Timeline
| AUDIT COMMITTEE | COMPENSATION AND GOVERNANCE COMMITTEE | | Key Responsibilities | Key Responsibilities | | •reviews Seacoast’s financial statements and internal accounting controls, and reviews reports of regulatory authorities and determines that all audits and examinations required by law are performed •appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of the audit and management’s response thereto •reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including anonymous complaints and changes to the Company’s Code of Conduct •reviews and approves related party transactions •reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff and those outsourced to a third party; oversees the audit function and appraises the effectiveness of internal and external audit efforts | •determines, or recommends to the Board, the compensation of the Company’s and the Bank’s key executive officers •recommends director compensation for Board approval. •administers the Company’s incentive compensation plans and other employee benefit plans •oversees the preparation of the “Compensation Discussion and Analysis” section of this proxy statement •identifies and recommends to the Board qualified individuals to serve as members of the Boards of Directors of the Company and/or the Bank •oversees efforts to create a diverse workforce. •takes a leadership role in shaping corporate governance policies, practices, and guidelines, and oversees the Board’s governance processes •proposes recommendations to the Board of Directors concerning management development and succession planning activities at the senior levels of management •oversees ESG efforts and corporate sustainability matters | | Independence / Qualifications | Independence / Qualifications | | •all committee members are independent under Nasdaq and SEC rules and each member is able to read and understand financial statements •at least one committee member must be an “audit committee financial expert” as defined by Item 407 of Regulation S-K; the Board has determined that Christopher E. Fogal and Robert J. Lipstein are such financial experts •Audit Committee met four times in private session with our independent auditor, and four times in private session without members of management present, following meetings in 2023 | •all committee members are independent under Nasdaq and SEC rules •no member of the committee has been a former officer within the last three years or is a current officer or employee of the company or any of its subsidiaries •no member has any interlocking relationship requiring disclosure under the rules of the SEC | | CORPORATE DEVELOPMENT COMMITTEE | ENTERPRISE RISK MANAGEMENT COMMITTEE | | Key Responsibilities | Key Responsibilities | | •reviews capital planning and allocations consistent with the Company's risk appetite to ensure capital adequacy and an acceptable return on capital •supports, sources and/or challenges M&A activities related to bank and non-bank entities as pertinent to the Company's stated strategic objectives •oversees business model transformation activities, including investments in corporate development •reviews and monitors the Company's long-term corporate development strategies and progress •ensures appropriate strategic metrics and modeling capabilities are used in order to assess the strength of the existing strategies and potential investment, aligned with the Company's stated strategic objectives •ensures that management is effectively and consistently communicating with shareholders in a manner that is aligned with the Company's broader strategic vision | •monitors the risk framework to assist the Board in identifying, considering, and overseeing critical issues and opportunities •evaluates strategic opportunities from a risk perspective, highlights key risk considerations embedded in such strategic opportunities, and makes recommendations on courses of actions to the Board based on such evaluation •provides oversight of the risk management monitoring and reporting functions to help ensure these functions are independent of the lines of business or risk-taking processes •makes recommendations to the Board regarding the Company's risk appetite, limits and policies and reviewing the strategic plan to help ensure it aligns with the Board-approved risk appetite •reviews key management systems, processes and decisions, and assesses the integrity and adequacy of the risk management function to help build risk assessment data into critical business systems | | INFORMATION TECHNOLOGY COMMITTEE | | | Key Responsibilities | | | •provides oversight of the Company's data privacy and information security policies, and reviews reporting of technology and cybersecurity risks •assesses technology risks related to information technology, information and data security, cybersecurity, data privacy, disaster recovery and business continuity •reviews the Company's risk appetite, strategy and objectives related to technology risks and the policies and processes for mitigating such risks •monitors technology risk management and the effectiveness of the Company's technology risk assessment processes •oversees information security reporting, including overall status of the information security program and compliance with regulatory guidelines •reviews technology strategy, emerging industry trends and the business continuity management program •oversees cybersecurity risks and tolerances, policies, controls and procedures and the adequacy of related insurance coverage | |
Board Refreshment Timeline
AUDIT COMMITTEE REPORT The Audit Committee is currently comprised of five directors: Dennis J. Arczynski, Christopher E. Fogal, Maryann Goebel, Robert J. Lipstein (Chair) and Alvaro J. Monserrat. The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Seacoast Banking Corporation of Florida (the “Company”) in its general oversight of the Company’s accounting, auditing and financial reporting practices. Management is primarily responsible for the Company’s financial statements, systems of internal controls and compliance with applicable legal and regulatory requirements. The Company’s independent registered public accounting firm, Crowe LLP, for the year ended December 31, 2023 is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion (pursuant to Section 404 of the Sarbanes-Oxley Act of 2002) on the effectiveness of internal control over financial reporting. The members of the Committee are not professional auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the Committee certify that the Company’s registered public accounting firm is “independent” under applicable rules. The Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Committee’s members in business, financial and accounting matters. To carry out its responsibilities, the Committee held nine meetings in 2023. In the performance of its oversight responsibilities, the Committee has reviewed and discussed with management and Crowe LLP the audited financial statements of the Company for the year ended December 31, 2023. Management represented to the Committee that all financial statements were prepared in accordance with accounting principles generally accepted in the United States and that these statements fairly present the financial condition and results of operations of the Company at the dates and for the periods described. The Committee has relied upon this representation without any independent verification, except for the work of Crowe LLP. The Committee also discussed these statements with Crowe LLP, both with and without management present, and has relied upon their reported opinion on these financial statements. The Committee’s review included discussion with Crowe LLP of the matters required to be discussed under Public Company Accounting Oversight Board standards. With respect to the Company’s independent registered public accounting firm, the Committee, among other things, discussed with Crowe LLP matters relating to its independence and received from Crowe LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence. On the basis of these reviews and discussions, and subject to the limitations of its role, the Committee recommended that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission. The Audit Committee: Robert J. Lipstein, Chair Dennis J. Arczynski Christopher E. Fogal Maryann Goebel Alvaro J. Monserrat February 27, 2024 OWNERSHIP OF OUR COMMON STOCK The tables below provide information regarding the beneficial ownership of our common stock as determined in accordance with SEC rules and regulations as of the Record Date by (i) each of the Company’s directors, (ii) each of the named executive officers, (iii) all current directors and executive officers as a group, and (iv) each beneficial owner of more than 5%. As of the Record Date, 84,927,621 shares of common stock were outstanding. Unless otherwise indicated, and subject to community property laws where applicable, the Company believes that each of the shareholders named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Director, Executive Officers and Certain Beneficial Stock Ownership As of the Record Date, based on available information, all directors, director nominees and executive officers of Seacoast as a group (15 persons) beneficially owned approximately 1,259,091 outstanding shares of common stock, constituting 1.5% of the total number of shares of common stock outstanding at that date as set forth in the table below. In addition, as of the Record Date, various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 514,556 outstanding shares, or 0.5% of the outstanding shares, of Seacoast common stock, including shares held as trustee or agent of various Seacoast employee benefit and stock purchase plans. The following table also sets forth information regarding the number and percentage of shares of common stock held by all persons and entities, or principal shareholders, known by the Company to beneficially own 5% or more of the Company’s outstanding common stock, exclusive of directors and officers. The information regarding beneficial ownership of common stock by the entities identified below are included in reliance on reports filed by the entities with the SEC, except that the ownership percentage is based on the Company’s calculations.
Board Refreshment Timeline
| Name of Beneficial Owner Directors and Executive Officers | Amount and Nature of Beneficial Ownership | Percentage of Outstanding Shares | | Dennis J. Arczynski | 62,529 (1) | * | | Jacqueline L. Bradley | 37,790 (2) | * | | H. Gilbert Culbreth, Jr. | 96,882 (3) | * | | Christopher E. Fogal | 56,953 (4) | * | | Maryann Goebel | 36,471 (5) | * | | Dennis S. Hudson, III | 517,891 (6) | * | | Robert J. Lipstein | 25,172 (7) | * | | Alvaro J. Monserrat | 23,956 (8) | * | | Thomas E. Rossin | 25,297 (9) | * | | Charles M. Shaffer | 194,328 (10) | * | | Joseph B. Shearouse, III | 37,444 (11) | * | | Tracey L. Dexter | 19,968 (12) | * | | Joseph M. Forlenza | 35,291 (13) | * | | Juliette P. Kleffel | 73,963 (14) | * | | Austen D. Carroll | 15,156 | * | | All directors and executive officers as a group (15 persons) | 1,259,091 | 1.5% | | Name of Beneficial Owner Certain Other Beneficial Owners | Amount and Nature of Beneficial Ownership | Percentage of Outstanding Shares | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 12,349,790 (15) | 14.5% | | The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | 6,030,200 (16) | 7.1% | | Wellington Management Group LLP 280 Congress Street Boston, MA 02210 | 4,551,911 (17) | 5.4% |
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* Less than 1% (1) Includes 8,005 shares held in a limited liability company and 3,000 shares held in a SEP-IRA, as to which shares Mr. Arczynski has sole voting and investment power. Also includes 9,110 shares held jointly with his wife, as to which shares Mr. Arczynski may be deemed to share both voting and investment power. Also includes 35,853 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Arczynski has no voting or dispositive power. Also includes 5,561 shares that Mr. Arczynski has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (2) Includes 22,287 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Bradley has no voting or dispositive power. Also includes 8,503 shares that Ms. Bradley has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (3) Includes 10,000 shares held in an IRA, 26,000 shares held in a family limited liability company, and 8,200 shares held in a family sub-S corporation, as to which shares Mr. Culbreth has sole voting and investment power. Also includes 1,000 shares held jointly with Mr. Culbreth’s children and 10,328 shares held jointly with his wife, as to which shares Mr. Culbreth may be deemed to share both voting and investment power. Also includes 37,540 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Culbreth has no voting or dispositive power. Also includes 2,142 shares that Mr. Culbreth has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (4) Includes 6,875 shares held jointly with Mr. Fogal’s wife and 4,688 shares held by Mr. Fogal’s wife, as to which shares Mr. Fogal may be deemed to share both voting and investment power. Also includes 25,891 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Fogal has no voting or dispositive power. Also includes 8,138 shares that Mr. Fogal has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (5) Includes 24,910 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Goebel has no voting or dispositive power. Also includes 5,561 shares that Ms. Goebel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (6) Includes 51,416 shares held by Sherwood Partners Ltd, of which Mr. Hudson is the general partner and has sole voting and investment power with respect to such shares. Also includes 18,104 shares held jointly with Mr. Hudson’s wife. Also includes 32,538 shares held in the Company’s Retirement Savings Plan, and 133,300 shares that Mr. Hudson has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. Also includes 21,867 shares held by Mr. Hudson’s wife as to which shares Mr. Hudson may be deemed to share both voting and investment power. Includes 9,356 shares held in an IRA. (7) Includes 5,166 shares held in IRA as to which Mr. Lipstein has sole voting and investment power. Also includes 17,694 shares held jointly with Mr. Lipstein’s wife, as to which shares Mr. Lipstein may be deemed to share both voting and investment power. (8) Includes 17,383 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Monserrat has no voting or dispositive power and 3,573 shares that Mr. Monserrat has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (9) Includes 72 shares held jointly with Mr. Rossin’s wife, as to which shares Mr. Rossin may be deemed to share both voting and investment power. Also includes 25,225 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Rossin has no voting or dispositive power. (10) Includes 1,308 shares held in the Company’s Retirement Savings Plan and 7,075 shares held in the Company’s Employee Stock Purchase Plan. Also includes 47,496 shares that Mr. Shaffer has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (11) Includes 40 shares held by Mr. Shearouse's wife. (12) Includes 656 shares held in the Company’s Employee Stock Purchase Plan and 244 shares held in the Company's Executive Deferred Compensation Plan. Also includes 2,842 shares that Ms. Dexter has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (13) Includes 12,635 shares that Mr. Forlenza has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (14) Includes 27,466 shares that Ms. Kleffel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. (15) According to a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 23, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 31, 2023, BlackRock, Inc. has sole voting power with respect to 12,186,719 shares of Seacoast common stock and sole dispositive power with respect to 12,349,790 shares of Seacoast common stock. The Schedule 13G/A provides that BlackRock is a parent holding company and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of BlackRock. In addition, BlackRock reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and that one such person, iShares Core S&P Small-Cap ETF, is known to have more than 5% of Seacoast common stock. (16) According to a Schedule 13G/A filed by The Vanguard Group on February 13, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 29, 2023, The Vanguard Group has shared sole dispositive power with respect to 5,879,070 shares of Seacoast common stock and 151,130 shares have shared dispositive voting power and 57,017 shares with shared voting power. The Schedule 13G/A provides that The Vanguard Group is an investment advisor and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of The Vanguard Group, the parent holding company. In addition, The Vanguard Group reported that no one person is known to have more than 5% of Seacoast common stock.
Board Refreshment Timeline
(17) According to a Schedule 13G jointly filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP ("Wellington") on February 14, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 29, 2023, each shared voting power with respect to 3,436,175 shares of Seacoast common stock and shared dispositive power with respect to 4,4551,911 shares of Seacoast common stock. The Schedule 13G provides that each, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings, LLP, is a parent holding company and that the shares of common stock listed on the Schedule 13G is owned on behalf of various clients of one or more investment advisory subsidiaries directly or indirectly owned by Wellington Capital Group LLC and subject to the investment advice of one or more investment advisors of Wellington Investment Advisors Holdings LLP. In addition, Wellington reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and no one person is known to have more than 5% of Seacoast common stock. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, executive officers and persons beneficially owning more than 10% of the Company’s common stock are required to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of such reports and written representations from the reporting persons, the Company believes that, during and with respect to fiscal year 2023, all filing requirements applicable to its directors, executive officers and beneficial owners of more than 10% of its common stock were complied with in a timely manner. Named Executive Officers Named Executive Officers (“NEOs”) are appointed annually at the organizational meetings of the respective Boards of Directors of Seacoast and the Bank, to serve until the next annual meeting and until successors are chosen and qualified.
Board Refreshment Timeline
| CHARLES M. SHAFFER Chairman and CEO | Age: 50 | Tenure: 26 Years | | | SELECT PRIOR EXPERIENCE: •CEO and Director of Seacoast and Bank since January 2021 •President of Seacoast since June 2020 •Held various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking Executive, and Controller from 2005 to 2020 •Over 20 years of diverse experience from multiple roles including strategy, corporate finance, traditional sales, and alternative sales platforms | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Board Member, United Way of Martin County •Board Member, Florida Bankers Association •Board Member, Armellini Express Lines •MBA, University of Central Florida •B.S., Florida State University •B.A., Florida Atlantic University •University of Pennsylvania Wharton School of Business Advanced Management Program | | TRACEY L. DEXTER Executive Vice President Chief Financial Officer | Age: 50 | Tenure: 7 Years | | | SELECT PRIOR EXPERIENCE: •SVP and Controller at Seacoast from January 2017 to June 2020 •Senior Manager, Banking and Capital Markets Practice of PricewaterhouseCoopers •Held various positions in audit and advisory roles •Over 20 years of accounting and audit experience | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Former Series-7 Registered Financial Advisor •Board Member, Hibiscus Children’s Center •B.S., Florida State University •B.A., Florida Atlantic University | | JOSPEH M. FORLENZA Executive Vice President Chief Risk Officer | Age: 62 | Tenure: 7 Years | | | SELECT PRIOR EXPERIENCE: •EVP and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019 •Managing Director and Chief Audit Executive of Treasury and Commercial Lending with GE Capital from 2015 to 2017 •Served numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk management functions for over 20 years at Citigroup •Various audit and consulting in financial services positions with Coopers & Lybrand •Over 35 years of financial services, risk management, treasury, valuation, and internal audit experience | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in New York •Member of the Risk Management Association •Board Member and Treasurer, The Falls Homeowner Association •B.S., Pace University | | JULIETTE P. KLEFFEL Executive Vice President Chief Operating Officer | Age: 53 | Tenure: 9 Years | | | SELECT PRIOR EXPERIENCE: •EVP and Chief Banking Officer at Seacoast from July 2020 to December 2023 •Served in several roles, including EVP of Small Business Banking, Community Banking Executive and Central Orlando Market President at Seacoast from October 2014 to January 2020 •Held various positions managing Government Lending/SBA, Treasury Sales, Marketing, as well as Commercial Lending with BankFIRST from November 2000 to October 2014 until the merger into Seacoast •Over 25 years of retail and business banking experience in the Orlando market | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Executive Board Member, Edgewood Children’s Ranch •Executive Board Member/Vice Chairman and Finance Committee member, Central Florida YMCA •Lifetime Director, West Orange County Chamber of Commerce •Former Executive Director, National Entrepreneur Center, The Gardens at DePugh Nursing Home and Garden Theatre •Certified Lender Business Banker •The Stonier Graduate School of Banking | | AUSTEN D. CARROLL Executive Vice President Chief Lending Officer | Age: 46 | Tenure: 3 Years | | | SELECT PRIOR EXPERIENCE: •Chief Banking Officer with Ameris Bank from December 2018 to July 2020 •Served as Regional and Market Presidents with Ameris Bank between 2008 and 2018 •Held various positions managing credit and special assets with Darby Bank from 2004 to 2008 •Over 25 years of commercial and business banking experience in the Southeastern region of the U.S. | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Louisiana State University Graduate School of Banking •B.S., Valdosta State University |
Board Refreshment Timeline
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION & ANALYSIS Executive Summary 2023 Performance Considerations Our strategic plan for 2023 continued to focus on shareholder value creation, and the CGC used average annual earnings per share (“EPS”) growth and average annual return on average tangible equity (“ROATE”) relative to peers as key indicators that management is on the right path to produce sustainable long-term value. EPS growth provides a direct link to value creation at the shareholder level, and ROATE provides a measure of risk-adjusted returns that illustrates the health of the Company. The CGC determined the amount of annual short-term and long-term incentives to award to our named executive officers (“NEOs”) for 2023 using a qualitative assessment of management’s performance in 2023 and 2022, respectively, taking into account both growth and returns with consideration given to our risk framework. The assessment process included scorecards that identified shared and individual goals for the year in the areas of operations, technology, risk, talent, and business transformation, with our average annual EPS growth and average annual ROATE serving as the primary considerations for long-term incentive awards granted in 2023. The number of long-term incentive awards granted in 2024 will be based on the scorecard assessment of performance in 2023. Say on Pay Results In 2023, our “Say on Pay” proposal received 98.2% support compared with 91.5% support in 2022, indicating plan design and governance are aligned with our shareholders. While our historical results indicate strong support for Seacoast’s NEO compensation, the CGC continues to review our executive compensation structure to increase its effectiveness and further align with shareholder interests in light of changing industry dynamics. Our Executive Compensation Design Priorities and Prohibitions
Board Refreshment Timeline
| Design Priorities (what we do) | Design Prohibitions (what we don’t do) | | •Manage our executive compensation programs to have a strong pay-for-performance orientation. •Link performance-based incentive awards to enterprise-wide and individual performance goals. •Grant our NEOs equity-based awards based on Company and individual performance. •Emphasize long-term stock-based awards in our executive compensation and total incentive strategies. •Set meaningful performance goals that align management with shareholder interests. •Require Tier 1 Capital compliance thresholds to be met in order for any portion of the PSUs to vest. •Ensure that incentives are sensitive to risk considerations. •Provide minimal executive perquisites. •Maintain executive stock ownership requirements, and require post-settlement holding periods or mandatory deferral of certain performance-based awards. •Provide reasonable executive post-employment and change-in-control protections. •Maintain a clawback policy for executive incentive-based compensation to ensure accountability and in accordance with NASDAQ listing requirements. •Engage with shareholders on their concerns or priorities for our director and executive compensation programs. | •No repricing of stock options without shareholder approval. •No incentives that encourage improper risk taking. •No excise tax gross-ups upon a change in control. •No single trigger vesting acceleration on unvested equity in connection with a change-in-control. •No hedging, and limited pledging, of our common shares by our directors and executive officers. |
Board Refreshment Timeline
2023 NEO Pay •Salary changes for our NEOs in 2023 were made largely to reflect additional work by the NEOs related to the Company's successful transition to a mid-size bank and the acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with a new mid-size bank peer group. Mr. Shaffer’s base salary increased 31% and Mr. Forlenza’s base salary increased 32%. The salary increase for the remaining NEOs was 19%. •In 2023, our NEOs received short-term incentives based on Company performance in 2022 for the achievement of pre-established individual goals and ongoing achievement of the Company’s strategic plan. Awards were paid in cash as disclosed in the 2023 proxy statement. Short-term incentives based on Company performance for 2023 and achievement of pre-established goals will be paid in 2024 in the form of time-based RSAs that vest over a three-year period. •In 2023, our NEOs received awards of Performance Share Units (“PSUs”) that vest based on the level of achievement of goals relating to average annual growth in EPS and average annual ROATE over a three-year period relative to the performance of a selected peer group. PSUs for which performance goals are met will vest in 2026, subject to the grantee’s continued service. •In 2023, our NEOs also received awards of time-based RSAs that vest over a three-year period. •The number of PSUs and RSAs granted in 2023 was determined by the CGC based upon the scorecard assessment of 2022 performance. Any awards granted based upon 2023 scorecard performance will be granted in 2024. Summary of Compensation Decisions in 2023 The CGC structures the compensation program for executive management with an emphasis on long-term performance-based compensation. For planning purposes, the CGC focuses on the sum of annual base salary, annual short-term incentives and the values it considers and approves for equity awards, which are granted in the subsequent year based on annual scorecard performance. We refer to this planning value as Total Direct Compensation or “TDC”. The CGC considered this TDC in its decision process when determining the value of the total incentive award value granted in 2023. The following chart illustrates the relative emphasis of each pay element in relation to TDC, as disclosed in our 2023 Summary Compensation Table (“SCT”). 2023 NEO Mix of Total Direct Compensation In general, the CGC closely aligns the compensation of our executives with the creation of both short-term profitability and long-term value for our shareholders by structuring a substantial portion of TDC as “at risk” incentive pay. The CGC relies on this structure to ensure that annual short-term incentives are fully reflective of performance for the year in which they are earned, and long-term incentive awards are fully reflective of performance for the year in which their target award values are determined. Base Salary All of our NEOs receive a base salary that reflects the CGC’s assessment of the NEO’s skills and value to Seacoast. It is the CGC’s philosophy to keep salaries within a competitive market range and increase base salaries in response to increases in the size, scope or complexity of an executive’s job, in connection with a promotion or other forms of recognition that appropriately reflect value considerations, or to maintain the desired level of internal relative value. For 2023, salary changes were made largely to reflect additional work by the NEOs related to the Company's successful transition to a mid-size bank and the acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with a new mid-size bank peer group. Mr. Shaffer’s base salary increased 31% and Mr. Forlenza’s base salary increased 32%. The salary increase for the remaining NEOs was 19%. The 2023 annualized base salary actions for our NEOs are summarized in the following table. 2023 Annualized Base Salary Actions
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| Named Executive Officer | 2022 | 2023 | % Change | | Charles M. Shaffer | $720,000 | $942,000 | 31% | | Tracey L. Dexter | $400,000 | $475,000 | 19% | | Joseph M. Forlenza | $340,000 | $450,000 | 32% | | Juliette P. Kleffel * | $400,000 | $475,000 | 19% | | Austen D. Carroll | $400,000 | $475,000 | 19% |
Board Refreshment Timeline
* Excludes promotional base salary increase for Ms. Kleffel's promotion to COO on December 15, 2023. Annual Short-Term Incentive Awards Seacoast awarded annual short-term incentive ("STI") awards to its NEOs in 2024 in recognition of the Company’s annual performance and individual annual performance of each NEO in 2023. The awards were paid out in 2024 in the form of time-based RSAs vesting over three years. In prior years, these awards were paid in cash. For 2023, Seacoast established an annual incentive structure that included both qualitative and quantitative components, providing an opportunity for NEOs to earn an annual cash or stock bonus based upon achievement of individual and Company performance goals. Individual payouts reflect the NEO’s performance against pre-established qualitative goals related to the implementation of the Company’s strategic plan objectives, while quantitative targets were established by the CGC specific to the Company’s performance in 2023 relative to peers for ROATE, EPS growth, pre-provision net revenue growth, and performance relative to target efficiency ratio. The Committee assigned an equal weight to each quantitative performance measure, and achievement levels for each quantitative measure ranged from 0% if below the third quartile of performance relative to the peer group to a maximum of 200% if in the top decile. The overall STI award amounts were targeted at 100% of the target quantitative objectives, with a qualitative overlay adjustment of +/- 15% based on qualitative target performance achievement determined in the discretion of the CGC based on its qualitative assessment of overall performance, with input from the CEO. Each NEO’s STI target award amount was determined by the Committee based on market pay and performance data from the compensation peer group and the McLagan Regional Bank and Pearl Meyer Mid-Size Bank surveys, as provided by the Company’s compensation consultant. All STI awards are subject to clawback provisions that allow the Company to recoup incentive-based compensation paid to NEOs and other designated employees if the Company is required to restate its financial statements. The following table sets forth the 2023 STI targets and achievement for each NEO:
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| Named Executive Officer | STI Target ($) | STI Amount Achieved * ($) | Achievement (%) | | Charles M. Shaffer | $942,000 | $838,380 | 89% | | Tracey L. Dexter | $350,000 | $311,500 | 89% | | Joseph M. Forlenza | $275,000 | $244,750 | 89% | | Juliette P. Kleffel | $375,000 | $333,750 | 89% | | Austen D. Carroll | $375,000 | $333,750 | 89% |
Board Refreshment Timeline
| Annual Grant Cycle | Type of Equity | Performance Period / Payout Range / Vesting Period | Performance Objective(s) | | 2023 (Apr.) | PSUs | •75% of LTI Award performance-based •3-year Performance Period, with additional service required through the end of the year following the Performance Period •Payout as a % of Target (0-225%) | •Relative Average Annual EPS Growth (50%) •Relative Average Annual ROATE (50%) •Tier 1 Capital Compliance | | | RSAs | •25% of LTI Award •3-year ratable vesting | •Pay-for-performance as part of LTIP in recognition of overall performance in the prior year |
2022 PEER GROUP
2022 PEER GROUP
2022 PEER GROUP
| | 2023 PEER GROUP | | | Ameris Bancorp (ABCB) | First Busey Corp (BUSE) | ServisFirst Bankshares, Inc. (SFBS) | | Atlantic Union Bankshares (AUB) | First Interstate BancSystem, Inc. (FIBK) | Simmons First National (SFNC) | | BancFirst Corp. (BANF) | Home Bancshares, Inc. (HOMB) | TowneBank (TOWN) | | CVB Financial Corp. (CVBF) | Independent Bank Corp. (INDB) | Trustmark Corporation (TRMK) | | Enterprise Financial Services (EFSC) | Independent Bank Group, Inc. (IBTX) | United Community Banks, Inc. (UCBI) | | First Bancorp (FBNC) | Pacific Premier Bancorp, Inc. (PPBI) | WesBanco, Inc. (WSBC) | | First Financial Bankshares, Inc. (FFIN) | Renasant Corp. (RNST) | WSFS Financial Corporation (WSFS) |
2022 PEER GROUP
Executive Compensation Framework Highlights
2022 PEER GROUP
| STRUCTURE | REASONING | | COMPENSATION PEER GROUP: | | | A comparator group of banks and other financial institutions of similar size, business model and financial performance | Our business model requires us to compete with these companies for executive talent in order to achieve our business objectives related to growth, innovation and profitability | | COMPENSATION PHILOSOPHY: | | | •No specific target level or percentile of pay relative to comparable positions •Pay decisions reflect the performance of the Company and each executive in relation to prior year pay and performance, planning considerations, and relationship to market pay levels and practices of the peer group •Actual pay relative to the market data will vary based on performance in terms of the calibration of total incentive awards and amounts ultimately earned from our LTIP | •Improve pay for performance linkage •Align pay with overall value of each individual to Seacoast •Ensure reasonableness of pay relative to industry peers and market data •Ensure a significant portion of pay is “at-risk”, consistent with philosophy and comparator group practices •To understand potential payments assuming various Company performance outcomes and understand how potential performance extremes are reflected in pay, which is a component of our compensation risk assessment | | EQUITY: | | | •Mix of time-based and performance-based structure with a long-term emphasis weighted more heavily toward PSUs (75%) •Meaningful stock-based award opportunities "right-sized" for company and individual performance considerations and needs •A substantial portion of TDC for our NEOs delivered as performance-based pay •Annual award cycles •3-year PSU performance period aligning program design with typical industry practices. A mandatory 12-month post-performance period vesting requirement on the settlement of any shares earned ensures sensitivity to risk considerations and additional holding power | •PSUs allow for upside in underlying shares, providing direct linkage between potential award payouts and management's success at driving earnings growth and improving returns without inappropriate risk taking •RSAs provide a key retentive component to our overall compensation package •Provide more compensation contingent upon achievement of performance goals or our stock’s performance •Aligns more closely with shareholder interests •Continuously recalibrate performance expectations and promote consistent improvement •Enhance long-term performance accountability •Provide executives with an economic incentive to deliver sustainable results within a risk appropriate framework | | PERFORMANCE SCORECARDS: | | | •Performance scorecards serve as the basis for the target value of equity awards granted in the subsequent year •Performance scorecards are also used to consider the annual cash bonus for the performance year | •Establish clear expectations for individual goals as well as link with enterprise-wide growth, return and risk management objectives •To understand important context that may impact the evaluation of each executive such as experience, skills and scope of responsibilities, individual performance and succession planning |
2022 PEER GROUP
2023 EXECUTIVE COMPENSATION ACTIONS The CGC and our CEO rely on quantitative and qualitative assessments of the performance of our NEOs, and other members of the senior management team given our accelerated growth, the rapid evolution of business, and the changing demands on our executives. The assessment process utilizes scorecards that are approved at the start of each year, establishing performance guidelines against which results are compared at the end of the year. Performance ratings are then developed for each NEO, which are used to inform the CGC’s decision regarding pay actions. The CGC believes that qualitative assessments of NEO performance for the purpose of compensation, development and advancement continue to serve the best interests of our shareholders. Our CEO works closely with the CGC in establishing executive compensation and overall bonus and incentive payments each year. The CEO evaluates the performance of each NEO and other senior executives, and, based on these performance evaluations, market compensation surveys, and other data, he will then make qualitative assessments and recommendations to the CGC. The CEO also presents incentive compensation payment recommendations for the CGC’s consideration. The CGC evaluates and makes a qualitative assessment of the CEO’s performance and determines his compensation without the CEO present. The number of PSUs and RSAs granted in 2023 was determined based on 2022 performance scorecard evaluations. Equity awards relating to 2023 performance scorecard evaluations will be granted in 2024. Short-term incentives for 2023 were based on 2023 performance scorecard evaluations and will be paid in 2024. 2023 Pay Outcomes
2022 PEER GROUP
| | Charles M. Shaffer Chairman & CEO | Tracey L. Dexter EVP & CFO | Joseph M. Forlenza EVP & CRO | Juliette P. Kleffel EVP & COO (1) | Austen D. Carroll EVP & CLO | | Base Salary | $942,000 | $475,000 | $450,000 | $475,000 | $475,000 | | Short-Term Incentive (2) | $838,380 | $311,500 | $244,750 | $333,750 | $333,750 | | RSA (3) | $300,000 | $106,250 | $106,250 | $125,000 | $125,000 | | PSU (3) | $900,000 | $318,750 | $318,750 | $375,000 | $375,000 |
2022 PEER GROUP
(1) Chief Banking Officer until December 15, 2023. Excludes promotional increase for Ms. Kleffel's promotion to COO on December 15, 2023. (2) Short-term incentive award paid in 2024, reflective of 2023 performance, was paid in the form of restricted stock vesting over a three year period, rather than cash. This value will be used as an input in our CIC severance calculations in lieu of cash bonus. (3) Grant date value. Key Influences in Compensation Decisions Performance Metrics The components of our executive compensation program are intended to align with long-term shareholder value creation. Key performance considerations include the use of relative rather than absolute measures for performance metrics and an overall LTIP mix of 25% time-based RSAs and 75% performance-based PSUs split evenly between EPS and ROATE. One-half of the performance-based stock units granted in 2023 (the “EPS Growth Units”) are eligible to vest based on the Company’s Average Annual EPS Growth for the three-year performance period, relative to the average ratio of the peer group, and one-half of the performance-based stock units granted in 2023 (the “ROATE Units”) are eligible to vest based on the Company’s Average Annual ROATE for the same performance period, relative to the average ratio of the peer group. PSUs for which performance goals are met will vest one year following the performance period, subject to the grantee’s continued service. Senior executives are also eligible to receive an annual cash bonus as a component of the executive compensation program based on individual goals and performance measurements. Overall, annual short-term incentive awards are calculated based on pre-established target goals, including Company performance in 2023 relative to peers for ROATE, EPS growth, pre-provision net revenue growth, and performance relative to target efficiency ratio, with payouts made in 2024 and determined by the CGC’s qualitative assessment of overall performance. For 2023, senior executives were assessed on the following performance:
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| Component | What it Measures | Why it is Used | | Long-Term Incentive | | | | Average Annual EPS Growth | Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock. | A broadly used indicator of profitability, useful for tracking performance over time or in comparison to benchmarks. | | Average Annual ROATE | Net income as a percentage of average shareholders’ equity, excluding intangible assets. | A broadly used indicator of effective utilization of capital, useful for tracking performance over time or in comparison to benchmarks. | | Short-Term Incentive | | | | Core ROATE Normalized | Net income as a percentage of average shareholders’ equity, excluding intangible assets. | Indicator of effective utilization of capital and performance or in comparison to benchmarks for normalized peer average over the fiscal year. | | Core EPS Growth | EPS is the portion of the Company’s profit allocated to each share of common stock. | Indicator of profitability and performance over time or in comparison to benchmarks over the fiscal year. | | Pre-provision Net Revenue Growth | Sum of net interest income and non-interest income less expenses before adjusting for loss provisions. | Indicator of profitability and performance over time, or in comparison to benchmarks over the fiscal year, before the impact of credit provision and credit losses. | | Efficiency Ratio | Ratio of non-interest operating expenses and income after adjusting for loss provisions. | Indicator of the Company’s effectiveness of cost-efficiency and utilization of its resources to generate profitability. |
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Individual Contributions The CGC also considers roles and responsibilities of the CEO and each NEO and links most of the pay for senior executives to long-term business strategies and key priorities. Considerations for 2023 awards included the following items:
2022 PEER GROUP
| Charles M. Shaffer, Chairman and Chief Executive Officer | | •Ongoing leadership and contributions to our business strategy and corporate development efforts, including the successful acquisition and integration of Professional Bank and integration of Drummond Community Bank •Driving talent enhancement and growth across Seacoast’s commercial banking franchise •Maintaining strong associate engagement and enterprise-wide alignment with Company culture •Delivering significant growth in Seacoast's wealth management division •Consistency in delivering shareholder value | | Tracey L. Dexter, Executive Vice President, Chief Financial Officer | | •Contributions to enterprise-wide business strategy efforts and efficiency initiatives •Building strong relations with shareholders by establishing sound reputation of financial transparency •Monitoring of financial planning and analysis and deposits strategy •Key role in investment decision-making and prioritizing the support for key projects and teams, including M&A •Successfully integrating bank acquisitions in 2023 | | Joseph M. Forlenza, Executive Vice President, Chief Risk Officer | | •Continued contributions to the Company’s enterprise-wide risk management process •Improvements in governance, risk, and compliance oversight and reporting •Key role in rigorous due diligence of M&A opportunities •Additional enhancements to the BSA Program, CRA Program and Third-Party Risk Management Program •Integration and management of internal legal counsel team •Maintained regulatory relationships and exam management •Successful execution of tactics addressing identified risk factors in the transition to a mid-size bank | | Juliette P. Kleffel, Executive Vice President, Chief Operating Officer * | | •Substantial year-over-year productivity gains in organizational units •Contributions to the enhancement of a competitive digital experience •Achievement of record growth in our wealth management division •Execution of SBA Program strategy initiatives and top talent acquisition •Key driver of Seacoast’s balanced growth strategy to enhance client satisfaction in multiple areas across the enterprise •Successful execution of responsibilities across the organization including residential, marine, wealth management and the Customer Service Center | | Austen D. Carroll, Executive Vice President, Chief Lending Officer | | •Successfully integrated Nature Coast Insurance and execution of business strategy •Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in Ocala, Gainesville, Fort Lauderdale and Sarasota •Key driver of Seacoast’s balanced growth strategy •Successful collaboration with internal partners to ensure adequate support and speed to market •Continued enhancements to commercial treasury management products and talent |
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* Chief Banking Officer until December 15, 2023. Other Elements of the 2023 Compensation Program for Executive Officers Change in Control Severance Benefits We provide change in control severance benefits to the NEOs to encourage them to consider the best interests of shareholders by stabilizing any concerns about their own personal financial well-being in the face of a potential change in control of the Company. These agreements are described under “Employment and Change in Control Agreements”, and detailed information is provided under “2023 Other Potential Post-Employment Payments.” Retirement and Employee Welfare Benefits We sponsor a retirement savings plan for employees of the Company and its affiliates (the “Retirement Savings Plan”) and a nonqualified deferred compensation plan for certain executive officers (the “Executive Deferred Compensation Plan”). We offer these plans to provide employees with tax-advantaged savings vehicles and to encourage them to save money for their retirement. The Executive Deferred Compensation Plan is described under “Executive Compensation–Nonqualified Deferred Compensation.” In addition to our retirement programs, we provide employees with welfare benefits, including hospitalization, major medical, disability and group life insurance plans and paid vacation. We also maintain a Section 125 cafeteria plan that allows our employees to set aside pre-tax dollars to pay for certain benefits. All of the full-time employees of the Company and the Bank, including the NEOs, are eligible to participate in the Retirement Savings Plan and our welfare plans, subject to the terms of those plans. The Bank provides supplemental disability insurance to certain members of executive management, including the NEOs, in excess of the maximum benefit of $15,000 per month provided under the group plan for all employees. The supplemental insurance provides a benefit up to 70% of the executive’s monthly pre-disability income based on the executive’s base salary and annual incentive compensation not to exceed $17,500. Coverage can be converted and maintained by the individual participant after employment ends. The benefit may be reduced by income from other sources, and a partial benefit is paid if a disabled participant is able to work on a part-time basis. In 2023, the Company paid an aggregate of $6,427 for supplemental disability insurance for the NEOs. The retirement and employee welfare benefits paid by the Company for the NEOs that are required to be disclosed in this proxy statement are included in the “Summary Compensation Table,” the “Components of All Other Compensation,” and the “Nonqualified Deferred Compensation Table,” and are described in the footnotes thereto. Supplemental Executive Retirement Plan Agreement On December 10, 2021, the Company and the Bank entered into a Supplemental Executive Retirement Plan Agreement (the “SERP”) with Mr. Shaffer. The SERP is intended to provide retirement benefits to Mr. Shaffer. None of the other NEOs participate in the SERP. For additional information regarding the SERP, see the “Pension Benefits Table” and the narrative accompanying that table. Executive Perquisites We do not consider perquisites to be a significant element of our compensation program. However, we believe they are important and effective for attracting and retaining certain executive talent. We do not provide tax reimbursements, or “gross-ups,” on perquisites. For additional details regarding the executive perquisites, see the “Summary Compensation Table” and the “Components of All Other Compensation.” Clawback Policy We have adopted a Compensation Recoupment Policy to recover incentive compensation from any executive officer or former executive officer when: •the incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of an accounting restatement, regardless of whether the executive engaged in misconduct or otherwise contributed to the requirement for the restatement; and •a lower payment or award would have been made to the executive officer based upon the restated financial results. The policy is available on our website at www.SeacoastBanking.com and is compliant with new SEC and Nasdaq requirements. Hedging and Pledging Policy The Company has adopted a hedging and pledging policy. The policy prohibits our employees, including our executive officers and directors, from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of our stock, including, without limitation, exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards or short sales. In addition, directors and executive officers are required to obtain advance approval of any pledging of Company shares as collateral for loans, including holding Company shares in margin accounts. The policy also limits pledging to reasonable purposes (as defined in the policy) and limits the value of the securities pledged in connection with a loan or other indebtedness to $250,000. Stock Ownership Guidelines The Board has established stock ownership guidelines for its officers and directors, as described below:
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| Individual/Group | Stock Ownership Target | Holding Requirement | | | | | Before Ownership Target Met | After Ownership Target Met | | Chief Executive Officer | 5 times annual base salary | 75% of net shares until target number of shares is met | 50% of net shares held for one year after vesting/ exercise | | Other Senior Executive Officers | 3 times annual base salary | | | | Non-Employee Directors | 3 times annual retainer | | |
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Our executive compensation program is designed to allow a participant to earn targeted ownership over a reasonable period, usually within four years, provided individual and Company targets are achieved and provided the participant fully participates in the program. For purposes of these guidelines, “net shares” means shares of stock in excess of those sold or withheld to satisfy the minimum tax liability upon vesting or conversion. All of our NEOs and non-employee directors have met or are on track to meet their stock ownership target. Strategies to Ensure that Incentive Compensation is Sensitive to Risk Considerations The CGC and our Chief Risk Officer share the view that our incentive strategies strike the right balance between risk and reward, motivating and retaining our executives in ways that align with shareholder interests but do not motivate inappropriate or excessive risk taking. The evolution of our incentive strategies reflects our commitment to listen to our shareholders and continuously refine our programs to align with our governance and risk management efforts given the growth of Seacoast and changes within the industry and what is deemed as best practice.
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| Strategy | Compensation Design | | Compensation is tied to equity and Company performance | •Time-based RSAs vesting period is three years •Performance period for PSU awards is three years, with an additional time-based vesting year following the performance period | | Seacoast performance at levels that equal or exceed the industry | •Annual short-term incentive compensation that incorporates a quantitative component based on relative performance for ROATE, EPS growth and pre-provision net revenue growth •PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, which the CGC views as key indicators of our performance | | Governance Considerations | •PSU performance period allows for direct and relevant pay and performance comparisons with industry competitors and alternative investments that share our risk profile •PSU program includes two types of goals; PSUs will be earned for growth in average annual EPS, and PSUs will be earned for average annual ROATE, each compared to peer ratios •PSU payouts are capped at target in the event that certain absolute Company performance levels in EPS and ROATE are not met •No PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained | | Risk Considerations | •PSUs for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s continued service •In addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the net shares received upon vesting for an additional 12 months •Maintained service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards •Maintained “clawback” provisions for certain incentive-based compensation to ensure accountability |
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Risk Analysis of Incentive Compensation Plans The CGC reviews the sensitivity of our performance and incentives to risk considerations for our executives throughout the year. It also periodically reviews our cash and equity incentive strategies for other key contributors. In 2023, the CGC with the assistance of our Chief Human Resources Officer completed a review of our incentive strategies for our incentive eligible non-executive employees. The CGC concluded that our incentive compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy, will not motivate people to take excessive or imprudent risks, and do not create risks that are reasonably likely to have a material adverse effect on the Company. COMPENSATION AND GOVERNANCE COMMITTEE REPORT The Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Governance Committee recommended to the board of directors, and the board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement. This report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference by any general statement incorporating by reference this 2024 Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts. Compensation and Governance Committee: H. Gilbert Culbreth, Jr. Maryann Goebel, Chair Alvaro J. Monserrat EXECUTIVE COMPENSATION TABLES 2023 SUMMARY COMPENSATION TABLE The table below sets forth the elements that comprise total compensation for the NEOs of the Company for the periods indicated.
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| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation ($) (4) | Total ($) | | Charles M. Shaffer Chairman and Chief Executive Officer | 2023 2022 2021 | 886,500 690,000 600,000 | 0 1,152,000 640,000 | 1,200,002 719,972 1,449,990 | -- -- -- | 838,380 (5) -- -- | 134,149 207,504 33,757 | 32,741 55,100 47,694 | 3,091,772 2,824,576 2,771,441 | | Tracey L. Dexter EVP, Chief Financial Officer | 2023 2022 2021 | 456,250 393,750 363,750 | 0 480,000 350,000 | 424,985 399,992 249,979 | -- -- -- | 311,500 (5) -- -- | -- -- -- | 15,069 20,953 17,676 | 1,207,804 1,294,695 981,405 | | Joseph M. Forlenza EVP, Chief Risk Officer | 2023 2022 2021 | 422,500 337,500 328,750 | 0 296,000 220,000 | 424,985 249,996 224,963 | -- -- -- | 244,750 (5) -- -- | -- -- -- | 14,855 14,842 14,436 | 1,107,090 898,338 788,149 | | Juliette P. Kleffel EVP, Chief Operating Officer | 2023 2022 2021 | 459,375 396,000 381,750 | 0 480,000 260,000 | 499,987 299,994 274,959 | -- -- -- | 333,750 (5) -- -- | -- -- -- | 24,990 30,410 31,787 | 1,318,102 1,206,404 948,496 | | Austen D. Carroll EVP, Chief Lending Officer | 2023 2022 -- | 456,250 391,250 -- | 0 480,000 -- | 499,987 499,990 -- | -- -- -- | 333,750 (5) -- -- | -- -- -- | 24,146 32,735 -- | 1,314,133 1,403,975 -- |
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| Year | Summary Compensation Table Total for PEO (1) ($) | | Compensation Actually Paid to PEO (2) (3) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) (In Millions) ($) | Adjusted EPS Growth (6) (%) | Adjusted ROATE (6) (%) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | | | | | | Shaffer | Hudson | Shaffer | Hudson | | | | | | | | | 2023 | 3,091,772 | — | 2,962,591 | — | 1,236,782 | 1,243,247 | 98.73 | 128.99 | 104.03 | (13.42) | 12.80 | | 2022 | 2,824,576 | — | 2,295,871 | — | 1,200,853 | 1,090,130 | 105.27 | 120.74 | 106.51 | (10.17) | 12.86 | | 2021 | 2,771,441 | — | 2,934,032 | — | 1,089,511 | 1,305,908 | 117.04 | 127.96 | 124.40 | 43.04 | 13.97 | | 2020 | — | 2,033,703 | — | 2,235,460 | 953,690 | 1,022,279 | 96.34 | 90.62 | 77.76 | (17.92) | 10.93 |
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(1) Charles M. Shaffer served as our CEO for 2023, 2022 and 2021. Dennis S. Hudson, III served as CEO for 2020. The other NEOs for each year reported are as follows: 2022-2023 – Tracey L. Dexter, Joseph M. Forlenza, Juliette P. Kleffel and Austen D. Carroll 2021 – Dennis S. Hudson, III, Tracey L. Dexter, Joseph M. Forlenza and Juliette P. Kleffel 2020 – Charles M. Shaffer, Tracey L. Dexter, Joseph M. Forlenza, and Juliette P. Kleffel (2) SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus Performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts shown for Non-PEO NEOs are averages for the named executive officers other than the CEO):
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| | | PEO | | | Non-PEO NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | 3,091,772 | 2,824,576 | 2,771,441 | 2,033,703 | 1,236,782 | 1,200,853 | 1,089,511 | 953,690 | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,200,002) | (719,972) | (1,449,990) | (799,993) | (462,486) | (362,493) | (387,468) | (257,477) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,445,284 | 653,930 | 1,405,125 | 1,322,099 | 557,019 | 329,242 | 375,479 | 425,516 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (111,572) | (193,746) | 165,821 | (68,704) | (42,046) | (55,235) | 159,289 | (20,035) | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | (128,742) | (61,412) | 75,392 | (251,645) | (46,023) | (22,236) | 69,097 | (79,415) | | Deduct Change in Pension Value | (134,149) | (207,504) | (33,757) | — | — | — | — | — | | Compensation Actually Paid | 2,962,591 | 2,295,871 | 2,934,032 | 2,235,460 | 1,243,247 | 1,090,130 | 1,305,908 | 1,022,279 |
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(3) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for stock options, the fair value calculated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and the volatility, dividend rates and risk free interest rates determined as of the revaluation date, (2) for RSA awards, the closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, and (3) for PSU awards, the same valuation methodology as RSA awards above except year-end and vesting date values are multiplied by the probability of achievement as of each such date. The estimated probability of achievement of the 2019 PSUs was 100% at fiscal year-end (“FYE”) 2019, 100% at FYE 2020, 125% at FYE 2021, and 111% at vesting in 2022. The estimated probability of achievement of the 2020 PSUs was 100% at FYE 2020, FYE 2021, FYE 2022 and 96% at vesting in 2023. The estimated probability of achievement of the 2021 PSUs was 100% at FYE 2021 and FYE 2022 and 125% at FYE 2023. The estimated probability of achievement of the 2022 PSUs was 100% at FYE 2022 and FYE 2023. The estimated probability of achievement of the 2023 PSUs was 100% at FYE 2023. (4) The peer group TSR is based on the S&P U.S. BMI Banks Southeast Region Index. (5) As reported in the Company’s consolidated financial statements in our 2023 Annual Report on Form 10-K. (6) Non-GAAP measure, for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures. 2023 Performance Measures For 2023, the CGC identified the performance measures listed below as the most important measures used to link “compensation actually paid” to the NEOs to company performance: •Adjusted Net Income; •Adjusted EPS Growth; and •Adjusted ROATE Visual Representation of the Information Provided in the Pay Versus Performance Table The following graphs illustrate the comparison from 2020-2023 between: •Our PEO’s CAP and the average non-PEO NEO’s CAP amounts and Seacoast’s TSR and the Peer Group’s TSR; •Our PEO’s CAP and the average non-PEO NEO’s CAP amounts and our Net Income; •Our PEO’s CAP and the average non-PEO NEO’s CAP amounts and our Adjusted EPS Growth; and •Our PEO’s CAP and the average non-PEO NEO’s CAP amounts and our Adjusted ROATE Changes in CAP from year to year are impacted by numerous factors, including stock price volatility, outstanding award vesting, job performance, increase in duties and responsibilities of our PEO and non-PEO NEOs and the amount of progress made towards company goals. 1 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures. 1 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures. PROPOSAL 1 ELECTION OF DIRECTORS General Our non-employee directors are appointed to act on behalf of our shareholders by overseeing critical aspects of our business strategy, operations, risk management and governance efforts. Our belief is that superior talent in the boardroom should generate exceptional levels of customer service, financial performance and, ultimately, superior shareholder returns compared to alternative investments. To this end, the Board is committed to identifying the best available talent to make meaningful contributions to our business and fully execute its duties and responsibilities on behalf of shareholders. The profile of our Board continues to evolve in response to the needs of a dynamic and growing organization. Our Board of Directors plays a meaningful role in helping Seacoast develop, test and implement our business, risk management, talent and reward strategies. The Board’s activities are focused on representing our shareholders in ways that position Seacoast to create significant value for customers, employees and our shareholders within a risk appropriate framework. For additional detail regarding skills and qualifications of our directors, see “Skills and Qualification Mix.” In accordance with our bylaws and as set forth in our Amended and Restated Articles of Incorporation, in no event will the Board have fewer than 3 directors or more than 14 directors. As of the date of this proxy statement, Seacoast’s Board of Directors consists of 11 members divided into three classes, serving staggered three-year terms as provided in our Articles of Incorporation. On July 20, 2023, Joseph B. Shearouse, III was appointed to the Board of Directors (Class I Director). In addition, we were informed on January 29, 2024, that Director Julie H. Daum decided to resign from the board effective January 30, 2024. At this time, Seacoast’s Compensation and Governance Committee (“CGC”) and Board of Directors believe that 11 directors are adequate to provide a diversity of background, experience and expertise, and that there are sufficient independent directors to staff the independent committees of the Board and provide independent oversight. The Annual Meeting is being held to, among other things, elect five Class I directors of Seacoast, each of whom has been nominated by the CGC of the Board of Directors. Each of the nominees is presently a director of Seacoast. All of the nominees will also serve as members of the Board of Directors of Seacoast National Bank (the “Bank”). The members of the Boards of Directors of the Bank and the Company are the same except for Dale M. Hudson, who is currently a director of the Bank only. If elected, each Class I director nominee will serve a three year term expiring at the 2027 Annual Meeting and until their successors have been elected and qualified. Currently, the Board of Directors is classified as follows:
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| Class | Term | Names of Directors | | Class I | Term Expires at the 2024 Annual Meeting | Jacqueline L. Bradley H. Gilbert Culbreth, Jr. Christopher E. Fogal Charles M. Shaffer Joseph B. Shearouse, III | | Class II | Term Expires at the 2025 Annual Meeting | Dennis J. Arczynski Maryann Goebel Robert J. Lipstein Thomas E. Rossin | | Class III | Term Expires at the 2026 Annual Meeting | Dennis S. Hudson, III Alvaro J. Monserrat |
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Manner for Voting Proxies All shares represented by valid proxies, and not revoked before they are exercised, will be voted in the manner specified therein. If a valid proxy is submitted but no vote is specified, the proxy will be voted FOR the election of each of the five nominees for election as directors. Please note that banks and brokers that do not receive voting instructions from their clients are not able to vote their client’s shares in the election of directors. Although all nominees are expected to serve if elected, if any nominee is unable to serve, then the persons designated as proxies will vote for the remaining nominees and for such replacements, if any, as may be nominated by the CGC. Proxies cannot be voted for a greater number of persons than the number of nominees specified herein (five persons). Cumulative voting is not permitted. The affirmative vote of the holders of shares of common stock representing a plurality of the votes cast at the Annual Meeting at which a quorum is present is required for the election of the directors listed below, which means that the director nominees who receive the highest votes “for” their election are elected. However, to provide shareholders with a meaningful role in uncontested director elections, which is the case for the election of the director nominees listed below, our Corporate Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” for his or her election than votes “for” such election, then the director will promptly tender his or her resignation to the Board following certification of the shareholder vote. The CGC would then review and make a recommendation to the Board of Directors as to whether the Board should accept the resignation, and the Board would ultimately decide whether to accept or reject the resignation. If any resignation is accepted by the Board, such resignation will be effective upon acceptance. The Company will disclose its decision-making process regarding any resignation in a Form 8-K filed with the SEC. In contested elections, the required vote would be a plurality of votes cast and the resignation policy would not apply. Further details of this policy and the corresponding procedures are set forth in our Corporate Governance Guidelines, available on our website at www.SeacoastBanking.com. The five nominees have been nominated by Seacoast's Compensation and Governance Committee, and the Board of Directors unanimously recommends a vote “FOR” the election of all five nominees listed below. Nominees for Election at the Annual Meeting
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| | JACQUELINE L. BRADLEY Age: 66 TENURE: •Company since 2015 •Bank since 2014 | BOARD COMMITTEES: •Bank Trust (Chair) •Corporate Development | QUALIFICATIONS & EXPERIENCE: | | Ms. Bradley served as a director of BankFIRST from 2005 until BANKshares was acquired by Seacoast in 2014. During her tenure at BankFIRST, she served on BankFIRST’s Special Assets Committee and Audit Committee. Ms. Bradley currently chairs Seacoast Bank’s Trust and Wealth Management Committee. Ms. Bradley has had a 20+ year career in financial services, including seven years with SunTrust Bank in Central Florida, culminating in her last position as senior vice president leading its Private Client Group (1999-2002). Her previous experience also includes 8 years as vice president with Moody’s Investors Services and 3 years providing consulting services for McKinsey Management Consultants and Touché Ross. Since 2020, Ms. Bradley serves on the board of directors of Tampa Electric Company, a wholly-owned subsidiary of Emera, Inc. (ticker: EMRAF), a public gas and electric utilities company. In 2021, Ms. Bradley was appointed as an independent director to the board of directors of certain business development companies managed by affiliates of Lafayette Square Holding Company, LLC., an impact investment platform that deploys long-term capital alongside impactful services to local communities across the U.S., where she currently serves as the chair of the board’s nominating committee and audit committee. Ms. Bradley also serves on the board of directors of the Boys & Girls Club of Central Florida, serving as chairperson in 2002 and 2003. Additionally, Ms. Bradley is a board member of The Studio Museum in Harlem. She also served on the finance committee for the Central Florida Expressway Authority and Orange County Tourist Development Council and vice chair of the board of directors of the Greater Orlando Aviation Authority, as well as a member of the board of directors of Florida Arts Council and Cornell Museum of Fine Arts. Ms. Bradley received her Bachelor of Arts degree in Economics and Political Science from Yale College, and her master’s degree in business administration from Columbia University Graduate School of Business with a concentration in Finance and Marketing. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Ms. Bradley should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •her diversity of management experience in the financial services industry; •her knowledge of, and stature and philanthropic service to, the Central Florida market, which is valuable in understanding the customer segments in this market; and •her ability to provide guidance to the Board of Directors regarding accounting and financial matters. | | | | | | H. GILBERT CULBRETH, JR. Age: 78 TENURE: •Company since 2008 •Bank since 2006 | BOARD COMMITTEES: •Bank Credit Risk •Compensation & Governance | QUALIFICATIONS & EXPERIENCE: | | Mr. Culbreth has been chief executive officer and owner of Gilbert Chevrolet Company, Inc., a car dealership located in Okeechobee, Florida, for over 40 years. He also owns and manages Gilbert Ford car dealership in Okeechobee, Florida. Mr. Culbreth was previously a member of Big Lake Financial Corporation’s (“Big Lake”) board of directors for 10 years prior to the acquisition of Big Lake by Seacoast in 2006, and has served on the Bank’s board of directors since the acquisition. In addition, Mr. Culbreth is president of several other family businesses, including: Culbreth Realty, Inc. (a real estate brokerage company), Parrott Investments, Inc. (a holding company for two other businesses), Gilbert Cattle Co., LLC (a cattle operation), Grace Marine (a watercraft sales company), Gilbert Aviation Inc. (an aircraft sales and service company), Gilbert Oil Company, LLC and Gilbert Trucking, Inc. Mr. Culbreth is a former director of the Florida Council on Economic Education, the Okeechobee County Board of Realtors, the Okeechobee Economic Council, and the United Way of Okeechobee and is a member of the Masonic Lodge. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Culbreth should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •his diversity of business experience for more than 40 years in the Okeechobee, Florida market, which is valuable in understanding the customer segments in this market; •his entrepreneurial and management skills; •his stature in and knowledge of the local community; and •his experience with the Company | | | |
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| | CHRISTOPHER E. FOGAL Age: 72 TENURE: •Company since 1997 •Bank since 1997 | BOARD COMMITTEES: •Audit •Bank Trust •Information Technology | QUALIFICATIONS & EXPERIENCE: | | Mr. Fogal is a certified public accountant and a partner emeritus with the public accounting firm of Carr, Riggs & Ingram, LLC (“Carr Riggs”), a top 25 accounting firm that is the second largest super-regional accounting firm in the southeastern U.S. He was previously a principal with the public accounting firm of Proctor, Crook, Crowder & Fogal, P.A. (“Proctor Crook”), a BDO affiliate firm, located in Stuart, Florida, from 2009 to 2017 when the firm merged with Carr Riggs. Mr. Fogal was the managing partner of Fogal & Associates from 1979 until the firm merged with Proctor Crook in 2009. He also served on the board of directors of Port St. Lucie National Bank until it was acquired by Seacoast in 1996. Currently, Mr. Fogal is chairman of the St. Lucie County Economic Development Council. He has also served as past chairman of the Treasure Coast Private Industry Council and past president of the St. Lucie County Chamber of Commerce, and is active in a number of professional organizations including the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Mr. Fogal received a bachelor’s degree in accounting from New York Institute of Technology and a master’s degree from Liberty University. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Fogal should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •his accounting expertise as a Certified Public Accountant ("CPA"), which provides the Board of Directors with guidance related to internal controls and financial and accounting matters; •his business, management and decision-making skills, including his experience as managing partner of an accounting firm for 30+ years; •his stature and knowledge of the local community; and •his experience with the Company. | | | |
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| | CHARLES M. SHAFFER Age: 50 TENURE: •Company since 2021 •Bank since 2021 | BOARD COMMITTEES: •Corporate Development •Bank Credit Risk | QUALIFICATIONS & EXPERIENCE: | | Mr. Shaffer was appointed Chairman of the Company and the Bank in February 2022, and president and chief executive officer and a member of the board of directors of the Company and Bank in January 2021. Mr. Shaffer previously served as chief operating officer since May 2019. He also served as executive vice president and chief financial officer from January 2017 to May 2019. Prior to that, he led the community banking group since October 2013 and held other various positions in the Company, including controller since 2005. Mr. Shaffer is actively involved in the community and other external organizations, serving on the board of directors of Armellini Express Lines, a private logistics company headquartered in Palm City, FL, as well as, Florida Bankers Association and United Way of Martin County. Mr. Shaffer is a graduate of the University of Central Florida with a master’s degree in business administration with a specialization in finance, Florida State University with a Bachelor’s degree in Finance, Florida Atlantic University with a Bachelor’s degree in Accounting and is a graduate of the Advanced Management Program at the University of Pennsylvania’s Wharton School of Business. He is a Certified Public Accountant licensed in the State of Florida. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Shaffer should be a nominee for director of Seacoast, the following qualifications were considered: •his significant experience in the banking and financial services industry and the organization, including his service as Chairman and Chief Executive Officer of the Company, which provides a unique understanding of our operations; •his knowledge and relationships with the institutional investor community, including the Company's past and present institutional investors; •his expertise in executive leadership and management, formerly serving in several leadership roles, including Chief Operating Officer; and •his financial and accounting acumen. | | | |
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| | JOSEPH B. SHEAROUSE, III Age: 66 TENURE: •Company since 2023 •Bank since 2023 | BOARD COMMITTEES: •Corporate Development •Bank Credit Risk •Bank Trust | QUALIFICATIONS & EXPERIENCE: | | Mr. Shearouse formerly served as Senior Vice President and Market Executive of Seacoast Bank, where he was responsible for business development and growth strategies to deepen client relationships and execute market strategy up until July 2023 when he was appointed to the Seacoast’s board of directors. Prior to joining Seacoast Bank, Mr. Shearouse served as Chairman and CEO for First Bank of The Palm Beaches from 2010, until acquired by Seacoast Bank in 2020. From 2007 to 2009, Mr. Shearouse served as President of Southeast Florida for National City Bank following its purchase of Fidelity Federal Bank & Trust where he served in multiple senior-level roles for 27 years, including Executive Vice President of Corporate Lending with responsibilities over Commercial Real Estate Lending, Small Business Lending, Consumer Lending, Loan Servicing, SBA Lending and the Credit Department. Mr. Shearouse has served on many community boards over his career, including the Boys and Girls Club of Palm Beach County, United Way of Palm Beach County, Palm Health Foundation, Chamber of Commerce of the Palm Beaches, as well as the Palm Beach Business Development Board and the Economic Council, among others. In the banking industry, Mr. Shearouse served for two terms on the board of directors of the Florida Bankers Association and at the national level, on the of board of America’s Community Bankers. Mr. Shearouse was named “Florida Banker of the Year” in 2006 by the Florida Bankers Association. Mr. Shearouse earned a bachelor’s degree in real estate and insurance from Florida State University and an associate degree in business management from Wofford College. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Shearouse should be a nominee for director of Seacoast, the following qualifications were considered: •his significant experience in the banking industry and the organization, including his service as Market Executive of the Bank, which provide a unique understanding of our operations, including credit and lending; •his expertise in executive leadership and management and effective regulatory and compliance practices; and •his stature in the local community, including through service on the boards of the non-profit organizations discussed above. | | | |
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Director Terms Extended Beyond the Annual Meeting
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| | DENNIS J. ARCZYNSKI Age: 72 TENURE: •Company since 2013 •Bank since 2007 | BOARD COMMITTEES: •Audit •Corporate Development •Information Technology •Risk Management (Chair) | QUALIFICATIONS & EXPERIENCE: | | Mr. Arczynski has been a risk management, corporate governance, regulatory affairs and banking consultant since 2007. He previously served for 33 years in various managerial and examiner positions in the U.S. Office of the Comptroller of the Currency’s (the “OCC”) headquarters in Washington, D.C. and in several other OCC districts until 2007. As a National Bank Examiner with the OCC, Mr. Arczynski was responsible for the supervision and examination of the largest and most complex mid-size banks, community banks and trust companies; provided guidance to banks in all facets of commercial banking and fiduciary operations including consumer compliance, Community Reinvestment Act and international activities; performed risk assessment and conducted BSA/AML reviews and examinations of internationally active banks; and developed formal enforcement actions and corrective action plans for struggling and deficient institutions. Mr. Arczynski’s other positions of responsibility with the OCC were Assistant Director for Trust Operations, Special Assistant to the Senior Deputy Comptroller (FFIEC Liaison), Associate Director for Financial Management (Financial Systems and Review) and Field Office Manager (Miami Field Office). His duties included the formation of national policies and programs, development of OCC supervisory initiatives, establishment of interagency relations, drafting regulations and writing OCC examiner handbooks. Mr. Arczynski received his bachelor’s degree from the University of Maryland in Finance and his Master’s degree from the Johns Hopkins University. DIRECTOR QUALIFICATION HIGHLIGHTS •his extensive knowledge of effective management practices of the largest and most complex mid-size banks; •his expertise in enterprise risk management, commercial banking, trust operations and asset management, including risk assessment and BSA/AML/OFAC; •his expertise in risk management, corporate governance, and regulatory background specific to the financial services industry; and •his public service experience that provides an alternative perspective in the areas of government relations and regulatory matters that impact the Company. | | | |
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| | MARYANN GOEBEL Age: 73 TENURE: •Company since 2014 •Bank since 2014 | BOARD COMMITTEES: •Audit •Compensation & Governance (Chair) •Risk Management | QUALIFICATIONS & EXPERIENCE: | | Ms. Goebel has been an independent IT management consultant since 2012. She was executive vice president and chief information officer of Fiserv, Inc. (NASDAQ) from 2009 - 2012. In this role, she was responsible for all internal Fiserv IT systems (infrastructure and applications), as well as IT infrastructure, operations, engineering and middleware services. In her 40+ year career, Ms. Goebel has shaped the strategic direction of information technology for major corporations around the world, serving in the critical role of chief information officer for DHL Express from 2006 to 2009; General Motors North America from 2003 to 2006; Frito-Lay from 2001 - 2002; General Motors Europe from 1999 - 2001; General Motors Truck Group from 1997 to 1999; and Bell Atlantic NYNEX Mobile (now Verizon Mobile) from 1995 to 1997. She has also held senior IT leadership positions at Texas Instruments, Inc., Aérospatiale Helicopter Corporation, and the Southland Corporation, among others. Ms. Goebel serves as an independent director of Repay Holdings Corporation (ticker: RPAY), a leading provider of vertically-integrated payment solutions headquartered in Atlanta, Georgia since 2019, where she serves as the chair of the technology committee and served as a member of the audit committee from 2019 to 2022. Ms. Goebel received the "100 Leading Woman in the North American Auto Industry" award in 2005. She also received an award for outstanding professional achievement from her alma mater, Worcester Polytechnic Institute, where she earned a Bachelor of Science degree in mathematics and previously served on their Arts and Sciences Advisory Board. In 2017, Ms. Goebel was awarded the CERT Certificate in Cybersecurity Oversight by the NACD. DIRECTOR QUALIFICATION HIGHLIGHTS •her extensive knowledge of complex information technology environments and focus on innovation; •her expertise in strategizing and implementing best-practice processes, tools and structure that are essential to supporting a superior customer experience; •her experience in aligning IT objectives with corporate priorities; and •her leadership and ability to help drive the Company's expansion of technology to deliver a state-of-the-art customer experience. | | | |
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| | DENNIS S. HUDSON, III Age: 68 TENURE: •Company since 1984 •Bank since 1984 | BOARD COMMITTEES: •Bank Credit Risk (Chair) •Bank Trust •Corporate Development | QUALIFICATIONS & EXPERIENCE: | | Mr. Hudson formerly served as the Company’s Executive Chairman from January 1, 2021 until December 31, 2021 after serving as Chairman of Seacoast from July 2005, and Chief Executive Officer of the Company from June 1998 to December 2020. Mr. Hudson has also served as Chairman and Chief Executive Officer of the Bank from 1992 to 2020, after serving in various positions with the Company and the Bank since 1978. Mr. Hudson serves on the board of directors, the audit committee and chairs the governance committee of Chesapeake Utilities Corporation (ticker: CPK), a public gas and electric utilities company headquartered in Dover, Delaware. Mr. Hudson also serves on the board of the Community Foundation for Palm Beach and Martin counties. Previously, Mr. Hudson served as an independent director to PENN Capital Funds, a mutual fund group managed by PENN Capital Management from 2015 until it was sold in 2021. From 2005 through 2010, he also served as a member of the board of directors of the Miami Branch of the Federal Reserve Bank of Atlanta. Mr. Hudson is actively involved in the community, having served on the boards of the Martin County YMCA Foundation, Council on Aging, The Pine School, the Job Training Center, American Heart Association, Martin County United Way, the Historical Society of Martin County, and Martin Health System, as well as chairman of the board of the Economic Council of Martin County. Mr. Hudson is a graduate of Florida State University with a bachelor’s degree in finance, and a master’s degree in business administration. DIRECTOR QUALIFICATION HIGHLIGHTS •his significant experience in the financial services industry and the organization, including his service as Chairman and Chief Executive Officer of the Company, which provides a unique understanding of our operations; •his knowledge and relationships with the institutional investor community, including the Company’s past and present institutional investors; •his service on other public company boards, which provides insight regarding general public company operations, policies, internal controls and corporate governance, which is useful and applicable to Seacoast; and •his stature in the local community, including through service on the boards of the non-profit organizations. | | | |
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| | ROBERT J. LIPSTEIN Age: 68 TENURE: •Company since 2019 •Bank since 2019 | BOARD COMMITTEES: •Audit (Chair) •Bank Credit Risk •Information Technology •Risk Management | QUALIFICATIONS & EXPERIENCE: | | Mr. Lipstein is a certified public accountant and has over 40 years of diversified experience in various business roles, including leadership in audit, corporate governance, information technology, and enterprise risk management. He is a retired KPMG senior partner where he held numerous leadership roles including, Global Partner in Charge of Sarbanes Oxley Services, Global Managing Partner in Charge of IT Business Services, Partner in Charge of KPMG's financial service practice and Partner in Charge of KPMG's advisory practice for the Mid-Atlantic region. Mr. Lipstein has multiple public company and private company board experiences. Since March 2022, Mr. Lipstein serves as a board member and chair of the audit committee of Onfolio Holdings (ticker: ONFO), a publicly-held company that acquires controlling interests in and actively manages small websites headquartered in Wilmington, Delaware. He currently is a board member and a member of the audit committee of Firstrust Bank, a privately-held family owned community bank headquartered in Philadelphia, Pennsylvania since 2021. He also has served, since 2020, as a board member of Infrasight, a start-up venture providing software that powers hybrid IT and multi-cloud business decisions. In addition, he is a board member of Einstein Healthcare Network, an academic medical center offering full service medical, surgical, and rehabilitation services. Mr. Lipstein previously served as an independent board member of Ocwen Financial (ticker: OCN), a provider of residential and commercial mortgage loan servicing headquartered in Mount Laurel, New Jersey, where he was as a member of the audit committee and compensation committee from 2017 to 2020. He is a graduate of the University of Pennsylvania Director Institute and an Emeritus member of the Weinberg Center for Corporate Governance. He earned a bachelor’s degree in accounting from the University of Delaware. DIRECTOR QUALIFICATION HIGHLIGHTS •his extensive knowledge of accounting practices, including financial reporting and internal controls; •his expertise in executive leadership, financial services, corporate governance, regulatory and compliance, risk management, technology and information security; and •his audit, banking and public and private board experience. | | | |
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| | ALVARO J. MONSERRAT Age: 55 TENURE: •Company since 2017 •Bank since 2017 | BOARD COMMITTEES: •Audit •Compensation & Governance •Corporate Development •Information Technology (Chair) | QUALIFICATIONS & EXPERIENCE: | | Mr. Monserrat is the CEO of Ultra 7, a business strategy consulting firm focused on advising CEOs and Boards of emerging, high growth and start up technology organizations. He is also a partner at Corten Capital, a specialist investment firm based in the United Kingdom. Mr. Monserrat's prior experience chief revenue officer of ACI Worldwide, Inc. (ticker: ACIW), a global software company that provides mission-critical real-time payment solutions to corporations. Prior to ACI, Mr. Monserrat served as the executive vice president and general manager at Nuance Imaging, a subsidiary of Nuance Communications, Inc. (ticker: NUAN), a leading provider of voice and language solutions for business and consumers from January 2018 to February 2019. Mr. Monserrat joined Nuance after serving as chief executive officer at RES Software, a leading digital workspace technology company from 2015 until the company was acquired by Invanti in 2017. He also served as Citrix Systems’ senior vice president of Worldwide Sales & Service from 2008 to 2015. Prior to joining Citrix, Mr. Monserrat served as senior director at Innovex Group (acquired by Citrix), and received numerous awards including Microsoft’s Best E-Commerce Solution and Best Small Business Solution Awards. Mr. Monserrat’s career spans more than 25 years in large enterprises and entrepreneurial ventures within enterprise software, mobility, cloud, networking and business strategy. His areas of expertise include go-to-market, product and human capital strategy. Mr. Monserrat is the chairman of the advisory board of Matrix42, a European-based B2B Cloud software company. Mr. Monserrat also serves as a board member and chairman of the board at itopia, a cloud automation platform and is a board member of Login VSI, an automated testing platform for digital workspaces. He formerly served as director at RES Software and Auxis LLC, as well as a director of the advisory boards of several other technology companies, including, HYCU, Virsto and Whiptail. Mr. Monserrat holds a master’s degree of business administration from the University of Texas at Austin and a Bachelor’s degree in computer science from the University of Miami. DIRECTOR QUALIFICATION HIGHLIGHTS •his entrepreneurial vision, innovation and resourcefulness in taking an initiative from concept to a successful money-making enterprise, which is applicable to our changing business model; •his abilities as a change leader in transforming and infusing existing business models with multi-directional and diversified routes to market, which provides insights for our effective management of Seacoast’s growth; •his experience and acumen in building, restructuring and motivating teams to produce high-performing units; and •his global view of markets and competitors combined with his knowledge of technology and go-to-market execution which provides constructive oversight in these areas. | | | |
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| | THOMAS E. ROSSIN Age: 90 TENURE: •Company since 2003 •Bank since 2003 | BOARD COMMITTEES: •Corporate Development (Chair) •Risk Management | QUALIFICATIONS & EXPERIENCE: | | Mr. Rossin is a retired attorney in West Palm Beach, Florida, previously serving as management chairman with the firm of St. John, Rossin & Burr, PLLC from 1993 to 2016. He served as a Florida State Senator from 1994 to 2002, the last two years as minority leader, and was a candidate for Florida Lt. Governor in 2002. Mr. Rossin founded Flagler National Bank in 1974, serving as president, chief executive officer and director and growing it to the largest independent bank in Palm Beach County with over $1 billion in assets. Forming The Flagler Bank Corporation, the holding company for Flagler National Bank, in 1983 and serving as president, chief executive officer and director, he took it public in 1984 and facilitated the acquisition of three financial institutions, until both Flagler National Bank and the holding company were sold in 1993 to SunTrust Bank. Prior thereto, Mr. Rossin was vice chairman and director of First Bancshares of Florida, Inc. after consolidating four banks under one charter, including First National Bank in Riviera Beach at which he served as president and chief executive officer. He has served as past president of the Community Bankers Association of Florida and Palm Beach County Bankers Association, and is currently a member of the Florida Bar Association. In March 2014, Mr. Rossin received the Exemplary Elected Official Award from the Forum Club of the Palm Beaches. Mr. Rossin earned a Juris Doctorate from University of Miami School of Law and a bachelor’s degree from Columbia University. DIRECTOR QUALIFICATION HIGHLIGHTS •his significant legal background and knowledge of legal issues related to financial institutions and underlying corporate governance matters; •his significant public service experience, that combined with his legal background, provides the Board of Directors with knowledge in the areas of government relations and regulatory matters that impact the Company; •his extensive experience in the financial services industry; and •his knowledge and experience with the Company. | | | |
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Director Compensation Decisions regarding our non-employee director compensation program are approved by our full board of directors based on recommendations from the CGC. In making its recommendations, the CGC considers the director compensation practices of peer companies with respect to total compensation and each element thereof based on a peer group study conducted by the Company’s compensation consultant. For more information about the peer group, which is the same peer group we use in determining executive pay, see “Compensation Discussion and Analysis - Compensation Peer Group.” Our compensation program for non-employee directors is designed to: •appropriately compensate directors for the work required at a company of Seacoast’s size, growth, and dynamic and evolving business model; •align directors’ interests with the long-term interests of Seacoast’s shareholders; and •make meaningful adjustments every few years, rather than small annual adjustments. Non-Employee Director Compensation Structure
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| Annual Retainer paid to all Non-employee Directors of the Company in 2023: | | | Cash (1) | $45,000 | | Stock Award (2) | $62,500 | | Annual Committee Chair Retainer for all Committees, excluding the CGC (3) | $25,000 | | Annual Committee Chair Retainer for the CGC (3) | $30,000 |
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(1)A number of directors have elected to receive all or a portion of their cash retainer in stock or stock options as described below. (2)Granted under the Amended 2021 Incentive Plan following election or re-election at each annual meeting of shareholders. (3)In 2023, the annual committee chair retainer for the CGC chair increased by $5,000 as approved by the Board. All cash retainers are paid in quarterly installments. To further align directors’ interests with long-term shareholder interests, directors may elect to receive: 1) all or a portion of their annual cash retainer in vested Company common stock, and 2) up to a maximum of 30% of their annual cash retainer in the form of vested non-qualified options to purchase shares of Company common stock. Retainers are pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period. Non-employee directors are also reimbursed for their travel, lodging and related expenses incurred in connection with attending Board, committee and shareholders’ meetings and other designated Company events. Executive officers who are also directors do not receive any compensation for services provided as a director. Lead Independent Director Compensation The Board appointed Christopher E. Fogal as Lead Independent Director in December 2018. In 2023, Mr. Fogal received an additional annual cash retainer of $35,000 for his service as Lead Independent Director. Director Stock Ownership Policy To align the interests of our directors and shareholders, our Board of Directors believes that directors should hold a significant financial stake in Seacoast. Consequently, our Corporate Governance Guidelines require that directors own Seacoast stock equal in value to a minimum of three times their base annual retainer within four years of joining the Board. Each director must retain 75% of their shares until reaching the minimum share ownership requirement, and after the ownership target is met, must retain at least 50% of the shares for one year. All of our directors own more than the minimum stock requirement. The table below sets forth the total compensation paid to Board members who are not employees of the Company or the Bank for fiscal year 2023. 2023 Director Compensation Table
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| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Dennis J. Arczynski | 70,000(4) | 62,492 | -- | -- | 132,492 | | Jacqueline L. Bradley | 70,000(4) | 62,492 | -- | -- | 132,492 | | H. Gilbert Culbreth, Jr. | 45,000(6) | 62,492 | -- | -- | 107,492 | | Julie H. Daum | 45,000(6) | 62,492 | -- | -- | 107,492 | | Christopher E. Fogal | 80,000(7) | 62,492 | -- | -- | 142,492 | | Maryann Goebel | 75,000(5) | 62,492 | -- | -- | 137,492 | | Dennis S. Hudson, III (8) | 70,000(4) | 62,492 | -- | -- | 132,492 | | Robert J. Lipstein | 70,000(4) | 62,492 | -- | -- | 132,492 | | Alvaro J. Monserrat | 55,417(4) | 62,492 | -- | -- | 117,909 | | Thomas E. Rossin | 70,000(4) | 62,492 | -- | -- | 132,492 | | Joseph B. Shearouse, III (8) | 22,500 | 62,492 | -- | -- | 84,992 |