DEF 14A of Seacoast Banking Corp Of Florida, Apr 7, 2025

DEF 14A of Seacoast Banking Corp Of Florida

Filed Apr 7, 2025 · FY20240000730708-25-000097

Open on EDGAR

  1. COMPENSATION DISCUSSION & ANALYSIS 19

    COMPENSATION DISCUSSION & ANALYSIS 19 Executive Summary 19 2024 Performance Considerations 19 Say on Pay Results 19 Our Executive Compensation Design Priorities and Prohibitions 19 2024 NEO Pay 20 Summary of Compensation Decisions in 2024 20 2024 NEO Mix of Total Direct Compensation 20 Base Salary 21 2024 Annualized Base Salary Action 21 Annual Short-Term Incentive 21 Equity Awards 22 Seacoast’s Equity Strategy 22 2024 Performance Stock Unit (“PSU”) Awards 22 Time-Based Restricted Stock Awards (“RSA”) 22 Overview of Executive Compensation 22 Role of the CGC 22 Role and Independence of the Compensation Consultant 23 Compensation Peer Group 23 Executive Compensation Framework Highlights 24

  2. 2024 EXECUTIVE COMPENSATION ACTIONS 25

    2024 EXECUTIVE COMPENSATION ACTIONS 25 2024 Pay Outcomes 25 Key Influences in Compensation Decisions 25 Performance Metrics 25 Individual Contributions 26 Other Elements of the 2024 Compensation Program for Executive Officers 26 Change in Control Severance Benefits 26 Retirement and Employee Welfare Benefits 26 Supplemental Executive Retirement Plan Agreement 27 Executive Perquisites 27 Clawback Policy 27 Hedging & Pledging Policy 27 Stock Ownership Guidelines 27 Strategies to Ensure that Incentive Compensation is Sensitive to Risk Considerations 28 Risk Analysis of Incentive Compensation Plans 28 Compensation and Governance Committee Report 28

  3. PROPOSAL 1: ELECTION OF DIRECTORS 41

    PROPOSAL 1: ELECTION OF DIRECTORS 41 General 41 Manner for Voting Proxies 41 Nominees for Re-election at the Annual Meeting 42 Director Terms Extended Beyond the Annual Meeting 44 - i -

  4. DIRECTOR COMPENSATION 48

    DIRECTOR COMPENSATION 48 Non-Employee Director Compensation Structure 48 Lead Independent Director Compensation 49 Director Stock Ownership Policy 49 2024 Director Compensation Table 49 Stock Awards and Options Granted to Directors in 2024 50 Directors’ Deferred Compensation Plan 50

  5. 2021 INCENTIVE PLAN TO INCREASE AUTHORIZED SHARES 53

    2021 INCENTIVE PLAN TO INCREASE AUTHORIZED SHARES 53

  6. APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

    APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

  7. APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

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  8. APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

    - i - VOTING INFORMATION How to Cast Your Vote You may vote if you were a shareholder of record as of the close of business on March 24, 2025.

  9. APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

    | | ONLINE www.proxyvote.com | | MAIL Complete, sign, date and return your proxy card in the envelope provided. | | | PHONE Call the number on your proxy card or voting instruction form. | | IN PERSON Vote by ballot in person at the Annual Meeting. |

  10. APPENDIX C – AMENDED 2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA 69

    For telephone and internet voting, you will need the 16-digit control number included in your notice, proxy card or voting instructions that accompanied your proxy materials. For shares held in employee plans, we must receive your voting instructions no later than 11:59 P.M. Eastern Time on May 15, 2025 (the “cut-off date”) to be counted. Otherwise, you may vote up until 11:59 P.M. Eastern Time on May 18, 2025. Street Name Holders: If your shares of Seacoast common stock are held in a bank, brokerage or other institutional account (which is commonly referred to as holding shares in “street name”), you are a beneficial owner of these shares, but you are not the record holder. If your shares are held in street name, you are invited to attend the Annual Meeting; however, to vote your shares in person at the meeting, you must request and obtain a power of attorney or other authority from the bank, broker or other nominee who holds your shares and bring it with you to submit with your ballot at the meeting. In addition, you may vote your shares before the meeting by phone or over the internet by following the instructions set forth below or, if you received a voting instruction form from your brokerage firm, by completing, signing and returning the form you received by mail. Your voting instruction form will set forth whether internet or telephone voting is available to you. If you are able to attend the Annual Meeting, you may vote your shares in person, even if you have previously voted by another means by revoking your proxy vote at any time prior to the meeting, pursuant to the procedures specified in “Revocation of Proxies”. If you hold your shares in street name, you must obtain a proxy from the record holder in order to vote in person. How to View Proxy Materials Online

  11. Board Refreshment Timeline

    (18) According to a Schedule 13G filed by State Street Corporation ("State Street") on February 5, 2025 with the SEC, with respect to Seacoast common stock beneficially owned as of December 31, 2024, State Street has shared voting power with respect to 572,884 shares of Seacoast common stock and shared dispositive power with respect to 4,557,200 shares of Seacoast common stock. The Schedule 13G provides that State Street 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 State Street and subject to the investment advice of one or more investment advisors of State Street. In addition, State Street 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. The address of State Street is One Congress Street, Suite 1, Boston, MA 02114. (19) According to a Schedule 13G jointly filed by North Reef Capital Management L.P., North Reef Capital Management GP LLC and James Hanna (jointly, "North Reef") on February 6, 2025 with the SEC, with respect to Seacoast common stock beneficially owned as of December 31, 2024, each shared voting power with respect to 4,500,000 shares of Seacoast common stock and shared dispositive power with respect to 4,500,000 shares of Seacoast common stock. The Schedule 13G provides that North Reef Capital Management L.P. is an investment advisor. In addition, North Reef Capital Management L.P. reported that no other 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 one person is known to have more than 5% of Seacoast common stock.The address of North Reef is 1833 South Coast Highway, Suite 210, Laguna Beach, CA 92651. 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 2024, 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, except for late Form 4 filings on April 12, 2024 for common stock activity that occurred on April 1, 2024 for: (i) Austen D. Carroll, which reported the acquisition of restricted stock awards of 18,779 shares and the tax withholding of vested stock awards of 872 shares, as amended on April 19, 2024; (ii) Tracey L. Dexter, which reported the acquisition of restricted stock awards of 16,871 shares and the tax withholding of vested stock awards of 701 shares; (iii) Joseph M. Forlenza, which reported the acquisition of restricted stock awards of 14,175 shares and the tax withholding of vested stock awards of 701 shares; (iv) Dennis S. Hudson, III, which reported the tax withholding of vested stock awards of 998 shares; (v) Juliette P. Kleffel, which reported the acquisition of restricted stock awards of 18,779 shares and the tax withholding of vested stock awards of 733 shares, as amended on April 19, 2024; (vi) Charles M. Shaffer, which reported the acquisition of restricted stock awards of 49,005 shares and the tax withholding of vested stock awards of 3,543 shares and (vii) Joseph B. Shearouse, III, which reported the tax withholding of a vested stock award of 415 shares. Named Executive Officers Below are the Company's Named Executive Officers (“NEOs”) as of record date. NEOs are appointed annually at the organizational meeting of the Boards of Directors of Seacoast, to serve until the next annual meeting and until successors are chosen and qualified.

  12. Board Refreshment Timeline

    | CHARLES M. SHAFFER Chairman and CEO | Age: 51 | Tenure: 27 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 25 years of diverse financial services experience | OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Board Member, Mid-size Bank Coalition of America •Board Member, Florida Bankers Association •Board Member, United Way of Martin County •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: 51 | Tenure: 8 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: 63 | Tenure: 8 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 40 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: 54 | Tenure: 10 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 and Endowment boards •Executive Board Member/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: 47 | Tenure: 4 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 |

  13. Board Refreshment Timeline

    EXECUTIVE COMPENSATION COMPENSATION DISCUSSION & ANALYSIS Executive Summary 2024 Performance Considerations Our strategic plan for 2024 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 for shareholder, 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 2024 using a qualitative assessment of management’s performance in 2024 and 2023, 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 2024. The number of long-term incentive awards granted in 2025 will be based on the scorecard assessment of performance in 2024. Say on Pay Results In 2024, our “Say on Pay” proposal received 97.2% support compared with 98.2% support in 2023, 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

  14. 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. |

  15. Board Refreshment Timeline

    2024 NEO Pay •Salary changes for certain NEOs in 2024 were made largely to reflect important changes in duties and responsibilities. Ms. Kleffel’s base salary increased by 16% in recognition of her promotion to COO effective December 18, 2023. Salary increases for the remaining NEOs, including our CEO, were 5% or less. •In 2024, our NEOs received short-term incentives based on Company performance in 2023 for the achievement of pre-established individual goals and ongoing achievement of the Company’s strategic plan. In lieu of cash payments, NEOs received time-based RSAs that vest over a three-year period as disclosed in the 2024 proxy statement. Short-term incentives based on Company performance for 2024 and achievement of pre-established goals will be paid in cash in 2025. •In 2024, 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 2027, subject to the grantee’s continued service. •In 2024, our NEOs also received awards of time-based RSAs that vest over a three-year period. •The number of PSUs and RSAs granted in 2024 was determined by the CGC based upon the scorecard assessment of 2023 performance. Awards based upon 2024 scorecard performance were granted in 2025. Summary of Compensation Decisions in 2024 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 2024. The following chart illustrates the relative emphasis of each pay element in relation to TDC, as disclosed in our 2024 Summary Compensation Table (“SCT”). 2024 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 and/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. In late 2023, Ms. Kleffel was promoted to COO, significantly expanding the scope of her duties and responsibilities. Accordingly, during 2024, her base salary increased by 16%. Salary increases for the remaining NEOs, including our CEO, were 5% or less. The 2024 annualized base salary actions for our NEOs are summarized in the following table. 2024 Annualized Base Salary Actions

  16. Board Refreshment Timeline

    | Named Executive Officer | 2023 | 2024 | % Change | | Charles M. Shaffer | $942,000 | $965,500 | 3% | | Tracey L. Dexter | $475,000 | $475,000 | 0% | | Joseph M. Forlenza | $450,000 | $461,000 | 2% | | Juliette P. Kleffel * | $475,000 | $550,000 | 16% | | Austen D. Carroll | $475,000 | $500,000 | 5% |

  17. Board Refreshment Timeline

    * Excludes promotional base salary increase in 2023 for Ms. Kleffel's promotion to COO on December 15, 2023. Annual Short-Term Incentive Seacoast awarded annual short-term incentive ("STI") compensation to its NEOs in 2025 in recognition of the Company’s annual performance and individual annual performance of each NEO in 2024. The STI compensation paid in 2025, for performance in 2024, was paid in cash. For 2024, 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 2024 for the return on average tangible assets, customer acquisition and earnings per share. The Committee assigned an equal weight to each quantitative performance measure, and achievement levels for each quantitative measure ranged from 0% to a maximum of 200%. 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. After assessment of the NEO's performance of quantitative and qualitative goals and evaluating input from the CEO, the CGC approved an STI payout of 125%. Each NEO’s STI target amount was determined by the Committee based on market pay and performance data from the compensation peer group and industry-specific compensation survey data, as provided by the Company’s compensation consultant. All STI compensation is 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 2024 STI targets and achievement amount for each NEO:

  18. Board Refreshment Timeline

    | Named Executive Officer | STI Target ($) | STI Amount Achieved ($) | | Charles M. Shaffer | $965,500 | $1,206,875 | | Tracey L. Dexter | $350,000 | $437,500 | | Joseph M. Forlenza | $275,000 | $344,000 | | Juliette P. Kleffel | $375,000 | $469,000 | | Austen D. Carroll | $375,000 | $469,000 |

  19. Board Refreshment Timeline

    | Annual Grant Cycle | Type of Equity | Performance Period / Payout Range / Vesting Period | Performance Objective(s) | | 2024 (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 |

  20. 2022 PEER GROUP

    2022 PEER GROUP

  21. 2022 PEER GROUP

    | 2024 PEER GROUP | | | | Ameris Bancorp (ABCB) | First Busey Corp (BUSE) | Simmons First National (SFNC) | | Atlantic Union Bankshares (AUB) | First Interstate BancSystem, Inc. (FIBK) | TowneBank (TOWN) | | BancFirst Corp. (BANF) | Home Bancshares, Inc. (HOMB) | Trustmark Corporation (TRMK) | | CVB Financial Corp. (CVBF) | Independent Bank Corp. (INDB) | United Community Banks, Inc. (UCB) | | Enterprise Financial Services (EFSC) | Pacific Premier Bancorp, Inc. (PPBI) | WesBanco, Inc. (WSBC) | | First Bancorp (FBNC) | Renasant Corp. (RNST) | WSFS Financial Corporation (WSFS) | | First Financial Bankshares, Inc. (FFIN) | ServisFirst Bankshares, Inc. (SFBS) | |

  22. 2022 PEER GROUP

    Executive Compensation Framework Highlights

  23. 2022 PEER GROUP

    | STRUCTURE | REASONING | | COMPENSATION PEER GROUP: | | | A select 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 evaluate potential payments assuming various Company performance outcomes and consider 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 •Provide important context that may impact the evaluation of each executive such as experience, skills and scope of responsibilities, individual performance and succession planning |

  24. 2022 PEER GROUP

    2024 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 our 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 2024 was determined based on 2023 performance scorecard evaluations. Equity awards relating to 2024 performance scorecard evaluations will be granted in 2025. Short-term incentives for 2024 were based on 2024 performance scorecard evaluations and will be paid in 2025. 2024 Pay Outcomes

  25. 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 | $965,500 | $475,000 | $461,000 | $550,000 | $500,000 | | Short-Term Incentive (2) | $1,206,875 | $437,500 | $344,000 | $469,000 | $469,000 | | RSA (3) | $375,000 | $106,250 | $106,250 | $131,250 | $131,250 | | PSU (3) | $1,125,000 | $318,750 | $318,750 | $393,750 | $393,750 |

  26. 2022 PEER GROUP

    (1) Includes promotional increase for Ms. Kleffel's promotion to COO on December 15, 2023. (2) Cash incentive paid in 2025 reflective of 2024 performance. (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 2024 (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 2024 (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 short-term incentive 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 2024 for the return on average tangible assets ("ROATA"), customer acquisition and earnings per share, with payouts made in 2025 and determined by the CGC’s quantitative and qualitative assessment of overall performance. For 2024, senior executives were assessed on the following performance:

  27. 2022 PEER GROUP

    | 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 | | | | ROATA | Net income as a percentage of average tangible assets. | Indicator of effective profit generation on assets. | | Gross Primary Customer Acquisition | Acquisition of new customers that are primary account holders of either deposit or loan accounts. | Indicator of achievement of company strategies to gain new primary customers. | | EPS Budget Target | Achievement of budget target for earnings per share. | A broadly used indicator of profitability and performance. |

  28. 2022 PEER GROUP

    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 2024 awards included the following items:

  29. 2022 PEER GROUP

    | Charles M. Shaffer, Chairman and Chief Executive Officer | | •Ongoing leadership and contributions to our business strategy and corporate development efforts •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 | | Joseph M. Forlenza, Executive Vice President, Chief Risk Officer | | •Continued contributions to the Company’s enterprise-wide risk management process •Additional 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, BCP Program, ERM Program and CRA and Fair Lending Program •Maturation of risk lines for mid-bank expectations •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 implementation of our technology modernization strategy •Key role in expanding the Bank's scalability with enhanced automation, process improvements and service delivery •Execution of 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, technology and the Customer Service Center | | Austen D. Carroll, Executive Vice President, Chief Lending Officer | | •Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in Miami and Tampa, including top talent acquisition •Achievement of record growth in our wealth management division •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 |

  30. 2022 PEER GROUP

    Other Elements of the 2024 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 “2024 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 part-time and 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 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 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:

  31. 2022 PEER GROUP

    | 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 | | |

  32. 2022 PEER GROUP

    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.

  33. 2022 PEER GROUP

    | 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 Company performance of ROATA, customer acquisition and EPS •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 |

  34. 2022 PEER GROUP

    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 2024, 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 2025 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.

  35. 2022 PEER GROUP

    | Compensation and Governance Committee: H. Gilbert Culbreth, Jr. Maryann Goebel, Chair Dennis S. Hudson, III Alvaro J. Monserrat |

  36. 2022 PEER GROUP

    EXECUTIVE COMPENSATION TABLES 2024 SUMMARY COMPENSATION TABLE The table below sets forth the elements that comprise total compensation for the NEOs of the Company for the periods indicated.

  37. 2022 PEER GROUP

    | 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 | 2024 2023 2022 | 959,625 886,500 690,000 | 0 0 1,152,000 | 1,499,961 1,200,002 719,972 | -- -- -- | 1,206,875 (5) 838,380 (6) -- | 132,575 134,149 207,504 | 61,381 32,741 55,100 | 3,860,417 3,091,772 2,824,576 | | Tracey L. Dexter EVP, Chief Financial Officer | 2024 2023 2022 | 475,000 456,250 393,750 | 0 0 480,000 | 424,980 424,985 399,992 | -- -- -- | 437,500 (5) 311,500 (6) -- | -- -- -- | 29,731 15,069 20,953 | 1,367,211 1,207,804 1,294,695 | | Joseph M. Forlenza EVP, Chief Risk Officer | 2024 2023 2022 | 458,250 422,500 337,500 | 0 0 296,000 | 424,980 424,985 249,996 | -- -- -- | 344,000 (5) 244,750 (6) -- | -- -- -- | 27,844 14,855 14,842 | 1,255,074 1,107,090 898,338 | | Juliette P. Kleffel EVP, Chief Operating Officer | 2024 2023 2022 | 556,250 459,375 396,000 | 0 0 480,000 | 524,962 499,987 299,994 | -- -- -- | 469,000 (5) 333,750 (6) -- | -- -- -- | 39,881 24,990 30,410 | 1,590,093 1,318,102 1,206,404 | | Austen D. Carroll EVP, Chief Lending Officer | 2024 2023 2022 | 493,750 456,250 391,250 | 0 0 480,000 | 524,962 499,987 499,990 | -- -- -- | 469,000 (5) 333,750 (6) -- | -- -- -- | 38,042 24,146 32,735 | 1,525,754 1,314,133 1,403,975 |

  38. 2022 PEER GROUP

    | 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 | | | | | | | | | 2024 | 3,860,417 | — | 4,700,152 | — | 1,433,055 | 1,785,218 | 91.72 | 137.17 | 120.99 | (15.07) | 11.25 | | 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 |

  39. 2022 PEER GROUP

    (1) Charles M. Shaffer served as our CEO from 2021-2024. Dennis S. Hudson, III served as CEO for 2020. The other NEOs for each year reported are as follows: 2022-2024 – 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):

  40. 2022 PEER GROUP

    | | PEO | | | | | Non-PEO NEOs | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | 3,860,417 | 3,091,772 | 2,824,576 | 2,771,441 | 2,033,703 | 1,433,055 | 1,236,782 | 1,200,853 | 1,089,511 | 953,690 | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,499,961) | (1,200,002) | (719,972) | (1,449,990) | (799,993) | (474,972) | (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 | 2,599,933 | 1,445,284 | 653,930 | 1,405,125 | 1,322,099 | 868,255 | 557,019 | 329,242 | 375,479 | 425,516 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (59,614) | (111,572) | (193,746) | 165,821 | (68,704) | (24,899) | (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 | (68,048) | (128,742) | (61,412) | 75,392 | (251,645) | (16,222) | (46,023) | (22,236) | 69,097 | (79,415) | | Deduct Change in Pension Value | (132,575) | (134,149) | (207,504) | (33,757) | — | — | — | — | — | — | | Compensation Actually Paid | 4,700,152 | 2,962,591 | 2,295,871 | 2,934,032 | 2,235,460 | 1,785,218 | 1,243,247 | 1,090,130 | 1,305,908 | 1,022,279 |

  41. 2022 PEER GROUP

    (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 and 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, 125% at FYE 2023 and 102% at at vesting in 2024. The estimated probability of achievement of the 2022 PSUs was 100% at FYE 2022, FYE 2023 and FYE 2024. The estimated probability of achievement of the 2023 PSUs was 100% at FYE 2023 and 75% at FYE 2024. The estimated probability of achievement of the 2024 PSUs was 100% at FYE 2024. (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 2024 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. 2024 Performance Measures For 2024, 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 2020-2024 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.

  42. 2022 PEER GROUP

    | PROPOSAL 1 ELECTION OF DIRECTORS |

  43. 2022 PEER GROUP

    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 our 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 the 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 12 members divided into three classes, serving staggered three-year terms as provided in our Articles of Incorporation. On June 4, 2024, Eduardo J. Arriola was appointed to the Board of Directors (Class II Director). In addition, Mr. Thomas E. Rossin informed us in October 2024 that he would not stand for re-election when his current term ends at this annual meeting. He will continue to serve as a director of the Bank. 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 four 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 II director nominee will serve a three year term expiring at the 2028 Annual Meeting and until their successors have been elected and qualified. Currently, the Board of Directors is classified as follows:

  44. 2022 PEER GROUP

    | Class | Term | Name of Directors | | Class I | Term Expires at the 2027 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 Eduardo J. Arriola Maryann Goebel Robert J. Lipstein | | Class III | Term Expires at the 2026 Annual Meeting | Dennis S. Hudson, III Alvaro J. Monserrat |

  45. 2022 PEER GROUP

    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 four 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 (four 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. Nominees for Election at the Annual Meeting

  46. 2022 PEER GROUP

    | | DENNIS J. ARCZYNSKI Age: 73 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. | | | |

  47. 2022 PEER GROUP

    | | EDUARDO J. ARRIOLA Age: 52 TENURE: •Company since 2024 •Bank since 2024 | BOARD COMMITTEES: •Risk Management •Bank Trust | QUALIFICATIONS & EXPERIENCE: | | Mr. Arriola is currently the CEO of Arriola & Co., an executive leadership consulting and advisory firm. He previously served as Executive 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 in Miami, Florida until June 2024 when he was appointed to the Seacoast's board of directors. Prior to joining Seacoast Bank, Mr. Arriola served as Chairman and CEO of Apollo Bancshares, Inc. and its subsidiary bank, Apollo Bank, from 2010 until its sale to Seacoast in 2022. Mr. Arriola served for two terms as a board member of the Federal Reserve of Atlanta, Miami Branch from 2017 to 2022 and served as a board member of the Florida Bankers Association and BankServ from 2010 to 2016. He is currently serving his second term as a member of the Board of Directors of the Federal Home Loan Bank of Atlanta where he serves on the Affordable Housing Committee, Audit Committee and Governance , Compensation and Nominating Committee. Mr. Arriola previously served as a member of the Board of Directors of Total Bank from 2002 to 2007 (acquired from Banco Popular de España in 2007) and was a member of its Directors Loan Committee. Since 2012, Mr. Arriola has served as a member of the Board of the Inter-American Foundations ("IAF"), a US government agency based in Washington, DC that focuses on development in Latin American and the Caribbean, providing support for civil society groups in the region, where he was appointed as Chairman of the IAF in 2013. From 1997 to 2009, Mr. Arriola served as Co-Founder and Managing Director of Inktel Contact Center Solutions, a privately held company headquartered in Miami, Florida. Over the years, Mr. Arriola has supported many local community programs and has served on the boards of several non-profit and community organizations in Miami, Florida. He has also been a long-time member of the Young Presidents' Organization since 2010, and from 2002 to 2010, a former member of the Entrepreneurs' Organization, serving as chapter chair from 2005 to 2007. Mr. Arriola is a graduate of Boston College and the Owner-President Management (OPM) Program of Harvard Business School. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Arriola 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. | | | |

  48. 2022 PEER GROUP

    | | MARYANN GOEBEL Age: 74 TENURE: •Company since 2014 •Bank since 2014 | BOARD COMMITTEES: •Audit •Compensation & Governance (Chair) •Information Technology •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 50+ 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. | | | |

  49. 2022 PEER GROUP

    | | ROBERT J. LIPSTEIN Age: 69 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 chair of the audit committee of Firstrust Bank, a privately-held family owned community bank headquartered in Philadelphia, Pennsylvania since 2021, and its subsidiary, Hatch Bank, since 2024. In addition, he has been a board member of Jefferson Einstein Philadelphia Hospital, formerly Einstein Healthcare Network, an academic medical center offering full service medical, surgical, and rehabilitation services since 2016. Mr. Lipstein previously served as an independent board member of Ocwen Financial (ticker: OCN), now known as Onity Group (ticker: ONIT), a provider of residential and commercial mortgage loan servicing headquartered in West Palm Beach, Florida, where he was as a member of the audit committee and compensation committee from 2017 to 2020. He also served, from 2020 to 2024, as a board member of Infrasight, a start-up venture providing software that powers hybrid IT and multi-cloud business decisions. 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. | | | |

  50. 2022 PEER GROUP

    The four nominees listed above have been nominated by Seacoast's Compensation and Governance Committee, and the Board of Directors unanimously recommends a vote “FOR” the election of all four nominees. Director Terms Extended Beyond the Annual Meeting

  51. 2022 PEER GROUP

    | | JACQUELINE L. BRADLEY Age: 67 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 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. | | | |

  52. 2022 PEER GROUP

    | | H. GILBERT CULBRETH, JR. Age: 79 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 | | | |

  53. 2022 PEER GROUP

    | | CHRISTOPHER E. FOGAL Age: 73 TENURE: •Company since 1997 •Bank since 1997 | BOARD COMMITTEES: •Audit •Bank Trust •Information Technology | QUALIFICATIONS & EXPERIENCE: | | Mr. Fogal is a retired 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. Mr. Fogal has also served as past chairman of the St. Lucie County Economic Development Council the Treasure Coast Private Industry Council, past president of the St. Lucie County Chamber of Commerce, and was 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. | | | |

  54. 2022 PEER GROUP

    | | DENNIS S. HUDSON, III Age: 69 TENURE: •Company since 1984 •Bank since 1984 | BOARD COMMITTEES: •Bank Credit Risk (Chair) •Compensation & Governance •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. | | | |

  55. 2022 PEER GROUP

    | | ALVARO J. MONSERRAT Age: 56 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 Ivanti 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. | | | |

  56. 2022 PEER GROUP

    | | CHARLES M. SHAFFER Age: 51 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. | | | |

  57. 2022 PEER GROUP

    | | JOSEPH B. SHEAROUSE, III Age: 67 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 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. | | | |

  58. 2022 PEER GROUP

    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 Non-employee directors are each paid a cash retainer for service on the board, plus an additional amount for serving as a chair of a board committee or as the lead director. The cash retainers paid in 2024 remained unchanged from the prior year. 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. In addition, non-employee directors receive an annual grant of common stock, which is issued following the annual meeting of shareholders. The annual stock award issued to non-employee directors following election or re-election at the 2024 annual meeting of shareholders has a grant date value of $62,500 and was unchanged from the prior year. In December 2024, the Board approved an additional award of $25,000 in Company common stock for each non-employee director, which increased the overall stock retainer in 2024 to $87,500. The additional stock award was in recognition of additional workload required by the Board to meet the size and growth of the Company and to better align with Seacoast’s peer group. The following table summarizes our annual non-employee director compensation program for 2024.

  59. 2022 PEER GROUP

    | Annual Retainer paid to all Non-employee Directors of the Company in 2024 | | | Cash (1) | $45,000 | | Stock Award (2) | $87,500 | | Annual Committee Chair Retainer for all Committees, excluding the CGC | $25,000 | | Annual Committee Chair Retainer for the CGC | $30,000 | | Lead Independent Director Retainer | $35,000 |

  60. 2022 PEER GROUP

    (1)A number of directors have elected to receive all or a portion of their cash retainer in stock or stock options as described in the "2024 Director Compensation Table". (2)Granted under the Amended 2021 Incentive Plan following election or re-election at each annual meeting of shareholders. Includes the grant of $62,500 of Company common stock after the 2024 annual meeting of shareholders and the additional grant of $25,000 of Company common stock in December 2024. 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. The non-employee director compensation program approved by the Board for 2025 remains unchanged from 2024, expect that starting in 2025, committee members will receive the following cash retainers to appropriately compensate them for the scope of responsibilities and workload for serving on committees:

  61. 2022 PEER GROUP

    | Annual Committee Member Retainer paid to all Non-employee Directors of the Company in 2025 (1) | | | Annual Committee Member Retainer - Audit, CGC and ERMC | $10,000 | | Annual Committee Member Retainer - ITC | $7,500 | | Annual Committee Members Retainer - CDC | $5,000 |

  62. 2022 PEER GROUP

    (1)Non-employee directors who service on the Bank's Directors Credit Risk Committee and Trust and Wealth Committee will also receive a retainer of $5,000 for each of the committee members. Lead Independent Director Compensation The Board appointed Christopher E. Fogal as Lead Independent Director in December 2018 and in each subsequent year since then. In 2024, 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 2024. 2024 Director Compensation Table

  63. 2022 PEER GROUP

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Dennis J. Arczynski | 70,000(4) | 87,508 | -- | -- | 157,508 | | Eduardo J. Arriola (8) | 26,250 | 87,508 | -- | -- | 113,758 | | Jacqueline L. Bradley | 70,000(4) | 87,508 | -- | -- | 157,508 | | H. Gilbert Culbreth, Jr. | 45,000(6) | 87,508 | -- | -- | 132,508 | | Christopher E. Fogal | 80,000(7) | 87,508 | -- | -- | 167,508 | | Maryann Goebel | 75,000(5) | 87,508 | -- | -- | 162,508 | | Dennis S. Hudson, III (8) | 70,000(4) | 87,508 | -- | -- | 157,508 | | Robert J. Lipstein | 70,000(4) | 87,508 | -- | -- | 157,508 | | Alvaro J. Monserrat | 70,000(4) | 87,508 | -- | -- | 157,508 | | Thomas E. Rossin | 70,000(4) | 87,508 | -- | -- | 157,508 | | Joseph B. Shearouse, III | 45,000 | 87,508 | -- | -- | 132,508 |