UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act
of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
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☐ |
Confidential, for use of the Commission |
| ☒ |
Definitive Proxy Statement |
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Only (as permitted by Rule 14(a)-6(e)(2)) |
| ☐ |
Definitive Additional Materials |
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| ☐ |
Soliciting Material Pursuant to Section 240.14a-12 |
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SEACOAST BANKING CORPORATION OF FLORIDA
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than Registrant)
Payment of Filing Fee (check the appropriate box):
| ☐ |
Fee paid previously with preliminary
materials. |
| ☐ |
Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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815 Colorado
Avenue
Stuart, Florida 34994
|
NOTICE
OF 2023 ANNUAL MEETING OF SHAREHOLDERS
Monday,
May 22, 2023
10:00
a.m. Eastern Time
Seacoast
Banking Corporation of Florida (“Seacoast”, or the “Company”), intends to hold its 2023 Annual Meeting
of Shareholders (the “Annual Meeting”) at the Hutchinson Shores Resort, 3793 NE Ocean Blvd, Jensen Beach, FL 34957,
on Monday, May 22, 2023 at 10:00 a.m. Eastern Time.
ITEMS
OF BUSINESS
The purpose
of the Annual Meeting is to vote on the following proposals:
| 1. | Election
of Directors. To re-elect three Class III directors (“Proposal 1”); |
| 2. | Amend
the Company’s Amended and Restated Articles of Incorporation. To approve the
proposed amendment of the Company’s Articles of Incorporation (“Proposal
2”); |
| 3. | Amend
the Company’s Amended 2021 Incentive Plan to Increase Authorized Shares. To approve
the proposed amendment to the 2021 Incentive Plan to increase the number of shares authorized
to be issued under the Plan (“Proposal 3”); |
| 4. | Advisory
(Non-binding) Vote to Approve Compensation of Named Executive Officers. To hold an
advisory vote to approve the compensation of the Company’s named executive officers
as disclosed in this proxy statement (“Proposal 4”); |
| 5. | Ratification
of Appointment of Independent Auditor. To ratify the appointment of Crowe LLP as
independent auditors for Seacoast for the fiscal year ending December 31, 2023 (“Proposal
5”); and |
| 6. | Other
Business. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof. |
RECORD
DATE
You are
eligible to vote if you were a shareholder of record on the close of business on March 27, 2023, which is the record date for
the Annual Meeting. This Notice of the 2023 Annual Meeting of Shareholders and the accompanying proxy statement are sent by order
of the Company’s Board of Directors.
YOUR
VOTE IS IMPORTANT
Please review
the voting instructions described in this proxy statement, as well as in the notice you received in the mail or by e-mail. By
voting prior to the Annual Meeting, you will help ensure that we have a quorum and that your preferences will be expressed on
the matters that are being considered.
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Charles M. Shaffer
Chairman and Chief Executive Officer |
April 10, 2023
PROXY STATEMENT 2023
SHAREHOLDER
LETTER
Charles
M. Shaffer
Chairman
and
Chief Executive Officer
To
our fellow shareholders, customers, partners and friends:
2022
was a year of growth and achievement at Seacoast. We strengthened our competitive position and drove significant market
expansion across the state of Florida through both organic growth and acquisitions. We significantly improved the digital experience
for our customers with a digital conversion that added new features and functionality. We enhanced our commercial banking team,
recruiting seasoned bankers, treasury officers, and credit officers, and achieved another record-breaking year in wealth management,
all while making significant investments in talent and technology to scale our operational areas as we become a mid-size
bank.
We
began the year completing the acquisitions of Sabal Palm Bank and Florida Business Bank. We entered Naples and Jacksonville
with de novo teams, resulting in better-than-expected growth in both markets. In October, we completed the acquisition of Drummond
Community Bank, expanding our presence in North Florida including Ocala and Gainesville. Also in October, we acquired Apollo Bank,
taking Seacoast into Miami-Dade County. With the acquisition in January 2023 of Professional Bank, we further increased
our reach in South Florida.
We
continued to maintain a fortress balance sheet, and financial results were strong. Our longstanding focus on relationship-based
community banking results in a diversified base of customers across a wide variety of industries. We maintain capital levels that
are well in excess of bank regulatory requirements and are among the highest of banks across the industry of any size, providing
long term stability for our customers and communities.
Other
2022 highlights include:
| ● | Net
interest income increased $90.1 million, or 33%, to $366.7 million, and net interest
margin (on a fully tax equivalent basis)1 increased to 3.69% in 2022 from
3.27% in 2021. |
| ● | Cost
of deposits, supported by Seacoast’s longstanding relationship-based approach,
remained low at 11 basis points in 2022 compared to 8 basis points in 2021. |
| ● | Transaction
accounts increased 29 percent year over year and at December 31, 2022, represented 64 percent of overall deposit funding. |
| ● | Net
income was $106.5 million, with pre-tax pre-provision earnings1 increasing 10% to $164.8
million. On an adjusted basis, which excludes direct merger-related costs, pre-tax pre-provision
earnings1 increased 24% to $203.8 million. |
| ● | Tangible
common equity to tangible assets of 9.1% and peer-leading capital levels support Seacoast's continued achievement of strategic growth
initiatives. Our ratio places us among the top quartile of banks across the industry. |
| ● | Achieved
organic loan growth of 9% while maintaining strict credit underwriting standards and
broad distribution amongst industries and collateral types. Including acquisitions, loans grew to $8.1 billion at December 31, 2022, an increase of $2.2 billion, or 37 percent, from December 31,
2021. |
| ● | Portfolio
diversification, in terms of asset mix, industry, and loan type, has been a critical element of the Company's lending strategy. Exposure
across industries and collateral types is broadly distributed. We continue to be vigilant in maintaining our disciplined, conservative
credit culture. |
| ● | Continued
strong asset quality trends, with nonperforming loans representing 0.35% of total loans
at December 31, 2022. |
| ● | While
the Florida economy continues to demonstrate strength, we maintain a cautious view of the overall economic outlook and a prudent level
of reserves for potential credit losses. Our allowance for credit losses stands at 1.4% of total loans, and additional loss absorption
capacity of 1.2% of total loans was recorded in connection with recently acquired banks. |
| ● | For
the third consecutive year, Seacoast Bank was named one of the Best Banks to Work For
in 2022 by American Banker. This award identifies, recognizes and honors U.S. banks for
outstanding employee satisfaction and engagement. |
Thank
you to all Seacoast associates for your hard work and effort in 2022 – it was truly a special and transformative year for
our company.
Seacoast’s
balanced growth strategy, combining organic growth with value-creating acquisitions on a strong capital base, continues to benefit
shareholders and expand the franchise across Florida. Our peer-leading capital level, prudent credit culture, carefully underwritten
loan portfolio, and high-quality customer franchise, paired with one of the strongest balance sheets in the industry, allow us to
weather possible macroeconomic challenges ahead as we continue to build Florida’s leading community bank.
Charles
M. Shaffer
Chairman
and Chief Executive Officer
1
Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A - Information Regarding Non-GAAP Financial Measures.
SEACOAST BANKING CORPORATION OF FLORIDA
PROXY STATEMENT 2023
SEACOAST BANKING CORPORATION OF FLORIDA
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 27, 2023.
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ONLINE:
www.proxyvote.com |
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MAIL:
Complete, sign, date and return your proxy card
in the envelope provided.
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PHONE:
Call the number on your proxy card or voting instruction form. |
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IN PERSON:
Vote by ballot in person at the Annual Meeting.
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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 18, 2023 (the “cut-off date”) to be counted. Otherwise, you may vote up until 11:59
P.M. Eastern Time on May 21, 2023.
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
Important
Notice Regarding the Availability of Proxy Materials for the 2023 Shareholder Meeting
Our
2023 proxy statement and 2022 Annual Report on Form 10-K (referred to collectively as the “proxy materials”) are available
online at: www.proxyvote.com or at http://www.seacoastbanking.com/financials-regulatory-filings/2023-Annual-Meeting-Proxy-Materials.
We
have mailed to certain shareholders a notice of internet availability of proxy materials on or about April 10, 2023. This notice
contains instructions on how to access and review the proxy materials on the internet. The notice also contains instructions on
how to submit your proxy on the internet or by phone, or, if you prefer, to obtain a paper or email copy of the proxy materials.
PROXY STATEMENT 2023
PROXY
SUMMARY
Introduction
We
believe our balanced, well-diversified growth strategy, which is focused on organic growth and disciplined acquisitions in growing
markets, is delivering long-term value for our shareholders. Our focus remains on
delivering shareholder returns as we continue to scale the company.
In
this section, we summarize 2022 performance highlights and other information contained elsewhere in this proxy statement. Please
carefully review the information included throughout this proxy statement and as provided in the 2022 Annual Report on Form 10-K
before you vote.
2022
Performance Highlights
Seacoast has a strong and growing presence
in Florida’s most attractive markets
#1
Florida-based bank in Orlando MSA
#1
Florida-based bank in Palm Beach county
#1
Market share in Port St. Lucie MSA
#2
Florida-based bank in St. Petersburg
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Our
acquisition strategy has expanded the customer franchise
|
SEACOAST BANKING CORPORATION OF FLORIDA
Execution of our balanced growth strategy in 2022 produced strong results year over year:
Seacoast
continued to drive positive momentum in performance metrics, while continuing to protect and prudently grow capital. For the year ended December 31, 2022, the Company reported $106.5 million in
net income, or $1.66 per share. Net revenue for the same period was $432.3 million, an increase of 25% year-over-year. The Company
continued to see positive performance reflected in its ratios, with a return on average tangible assets of 1.06%, return on average
tangible shareholders’ equity of 10.7% and an efficiency ratio of 60.0%. On an adjusted basis, the Company reported $136.1
million in adjusted net income1, or $2.12 per share1. Adjusted return on tangible assets1 was 1.27%, adjusted return on tangible equity1 was
12.9% and the adjusted efficiency ratio1 was 53.0%.
Seacoast
possesses a fortress balance sheet, with a ratio of tangible common equity to tangible assets of 9.1% that places us among the top
quartile of banks across the industry. Seacoast’s wholly-owned banking subsidiary, Seacoast National Bank (the
“Bank”) had $1.3 billion in total capital at December 31, 2022, resulting in a 14.47% Total Risk-Based Capital Ratio and
13.46% Tier 1 Common Capital Ratio. Each of these ratios are above regulatory minimum thresholds to be
considered “well-capitalized” of 10.0% and 6.5%, respectively.
| STRONG
EARNINGS PERFORMANCE |
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| YE
Total Assets |
YE
Market Capitalization |
Tangible
Book Value Per Share |
| ($
in Billions) |
($
in Billions) |
|
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 |
 |
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| Adjusted
FY EPS1 |
Adjusted FY Return
on Tangible Assets1 |
Adjusted
FY Efficiency Ratio1 |
 |
 |
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| 1 | Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A - Information Regarding Non-GAAP Financial Measures. |
PROXY STATEMENT 2023
Executive
Compensation Program Highlights
The Compensation and Governance Committee (“CGC”) is committed to aligning our compensation strategies with our
evolving business strategy, good governance and effective risk management practices, and our efforts to generate superior
long-term returns for our shareholders. To this end, we emphasize pay-for-performance in executive compensation programs.
Our executive compensation strategy strongly aligns our CEO and other executives’ pay with long-term shareholder interests.
The CGC uses a peer group analysis to inform its design of the compensation structure and its compensation decisions. The
following table summarizes the primary elements of our executive compensation for 2022:
| Pay
Element |
Purpose |
Determination |
2022
Results |
| Base
Salary |
Recognize
performance of job responsibilities, and attract and retain individuals with superior talent. |
Reflects
the CGC’s assessment of the executive’s experience, skills and value to Seacoast. |
Salary changes for our NEOs in 2022 were made largely to reflect additional duties and responsibilities. Mr. Shaffer’s
base salary increased by 20% in 2022 in recognition of his appointment to Chairman of the Board effective February 3, 2022
and the Company’s transition to a mid-size bank. Ms. Dexter’s salary increased 7% in recognition of her expanded
responsibilities over the Company’s general services and facilities teams. Salary increases for the remaining NEOs were
4% or less. |
| Annual
Cash Bonus |
Recognize
achievement of our short- term business strategy objectives and individual executive performance. Incorporates both quantitative
and qualitative goals. |
Reflects the individual executive’s performance against pre-established individual goals, as well as relative bank performance.
In FY2022, these goals included performance relative to peer performance of return on tangible common equity, earnings per
share growth, pre-tax pre-provision net revenue growth and annual budgeted EPS. Qualitative goals were primarily related to
achieving the Company’s long-term strategic objectives. The final amount is determined by the CGC’s qualitative
assessment of overall performance. |
Individual and Company performance were evaluated in Q1 2023, with corresponding payout determinations approved in March 2023,
reflecting Company performance in 2022, as well as subjective adjustments based on the achievement of individual goals and
performance. |
| Performance
Stock Units (“PSUs”) |
Align
compensation with our business strategy and long-term shareholder value while providing a strong retention element. |
The
number of PSUs granted is determined by the CGC after consideration of each executive’s performance scorecard for the
prior year. The number of PSUs that may be earned is based on the level of achievement of goals established by the CGC for
a three-year performance period. In addition, PSUs only vest upon completion of a one-year continued service requirement following
the close of the performance period. Value realized upon vesting varies based on stock price performance at the vesting date. |
PSUs
granted in 2022 vest based on the level of achievement of goals relating to average annual EPS growth and average
annual return on average tangible common equity over a three- year period (2022-2024) relative to a peer group. PSUs for
which performance goals are met will vest on December 31, 2025, subject to the grantee’s continued service. |
| Restricted
Stock Awards (“RSAs”) |
Provide
a strong retention element and align executive and shareholder interests. |
The
amount of RSAs granted is determined by the CGC after consideration of each executive’s performance scorecard for the
prior year. The realized value of RSAs is based on stock price performance at the vesting date. |
RSAs
granted in 2022 vest in equal annual installments over three years. |
Please refer to
the Compensation Discussion and Analysis and The Executive Compensation Tables in this proxy statement for additional
details about our compensation programs.
SEACOAST BANKING CORPORATION OF FLORIDA
Summary
of Proposals and Board Recommendations
| Item |
Proposal |
Board
Voting
Recommendation |
Vote
Required |
| 1 |
Election of Three Class III Directors |
FOR
ALL |
Plurality
vote* |
| 2 |
Amendment
to the Amended and Restated Articles of Incorporation |
FOR |
Affirmative
vote of two-thirds (66 2/3%) of votes cast |
| 3 |
Amend
the Amended 2021 Incentive Plan to Increase Authorized Shares |
FOR |
Affirmative
vote of a majority of votes cast |
| 4 |
Advisory
(Non-binding) Vote to Approve Executive Compensation (Say on Pay) |
FOR |
Affirmative
vote of a majority of votes cast |
| 5 |
Ratification
of Appointment of Crowe LLP as Independent Auditor for 2023 |
FOR |
Affirmative
vote of a majority of votes cast |
* More fully described
in Proposal 1 - Election of Directors, Manner of Voting Proxies.
Our
Director Nominees
You are being
asked, among other proposals, to elect three Class III directors of Seacoast. All of the nominees are presently directors of
Seacoast. All of the nominees also serve as members of the board of directors of Seacoast’s principal banking
subsidiary, Seacoast National Bank (the “Bank”). If elected, each director nominee will serve a three-year term
expiring at the 2026 Annual Meeting and until their successors have been elected and qualified. Detailed information about
each nominee’s background, skills and expertise can be found in Proposal I – Election of
Directors
| Name |
Age |
Director
Since |
Current
Occupation |
Independent |
No.
of Other
Public Boards |
| Julie H. Daum |
68 |
2013 |
Senior director of national executive and board search firm |
✓ |
0 |
| Dennis S. Hudson, III |
67 |
1984 |
Retired former Chairman of Company and Bank |
|
1 |
| Alvaro J. Monserrat |
54 |
2017 |
Independent advisor of business strategy and execution for CEOs of technology start-up companies |
✓ |
0 |
Director
Nomination Process
The CGC serves as the Company’s nominating committee. The committee annually reviews and makes recommendations to the
full Board of Directors regarding the composition and size of the Board of Directors and its committees, and if determined
necessary, recommends potential candidates to the Board for nomination for election to the Board by the Company’s shareholders.
The CGC’s goal is to ensure that the Board of Directors consists of a diverse group of members with the relevant expertise,
skills, personal attributes and professional backgrounds who, individually and collectively, are appropriate to achieve the
Company’s strategic vision and business objectives, and best serve the Company’s and shareholders’ long-term
interests.
As part of the assessment process, the CGC evaluates whether the addition of a director or directors with particular attributes,
experience, or skill sets could enhance the Board’s effectiveness. The CGC identifies director candidates through business,
civic and legal contacts, and may consult with other directors and senior officers of the Company. The CGC may also utilize
a search firm to help it identify, evaluate and conduct due diligence on potential director candidates. Once a candidate has
been identified, the CGC confirms that the candidate meets the minimum qualifications for director nominees, and gathers information
about the candidate through interviews, questionnaires, background checks, or any other means that the CGC deems to be helpful
in the evaluation process. Director candidates are interviewed by the Chair of the CGC and at least one other member of the
committee. Each member of the committee participates in the review and discussion of director candidates. Where appropriate,
directors who are not on the CGC are encouraged to meet with and evaluate the suitability of potential candidates. The CGC
then evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall
composition and needs of the Board in relation to the Company’s strategic goals, and recommends nominees to the Board.
The full Board formally nominates candidates to be included in the slate of directors presented for shareholder vote based
upon the recommendations of the CGC following this process.
PROXY STATEMENT 2023
Given the evolving needs and business strategy of the Company, the CGC believes that the Board of Directors as a whole should
have diversity of thought and experience, which may, at any one or more times, include differences with respect to personal,
educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement
and age. However, the CGC does not assign specific weights to any particular criteria. Its goal is to identify nominees that,
considered as a group, will possess the talents and characteristics necessary for the Board of Directors to fulfill its responsibilities and advance the Company’s
strategic mission. In addition, each director must have the qualifications set forth in the Company’s Bylaws, as well
as the personal characteristics and core competencies described below as Director Eligibility Guidelines:
| Director
Eligibility Guidelines |
| Personal
Characteristics |
Core
Competencies |
● the
highest ethical character
● a
personal and professional reputation consistent with Seacoast’s values as reflected in its Code of Conduct
● the
ability to exercise sound business judgment
● a
willingness to listen to differing points of view and work in a mutually respectful manner
|
● substantial
business or professional experience and ability to offer meaningful advice and guidance to the Company’s management
based on that experience
● professional
achievement through service as a principal executive of a major company, partner in a law or accounting firm, successful
entrepreneur, prominent academic or similar position of significant responsibility
|
The
CGC also considers numerous other qualities, skills and characteristics when evaluating director nominees, such as a candidate’s:
| ● | understanding
of and experience in the financial services industry, as well as accounting, finance,
legal, real estate, corporate governance and technology expertise; |
| ● | leadership
experience with public companies or other major organizations, as well as civic and community
relationships; |
| ● | availability
and commitment to carry out the responsibilities as a director; |
| ● | knowledge,
experience and skills that enhance the mix of the Board’s core competencies and
provide a different perspective; |
| ● | the
absence of any real or perceived conflict of interest that would impair the director’s
ability to act in the best interest of shareholders; and |
| ● | qualification
as an independent director. |
In addition to nominations by the CGC, any Company shareholder entitled to vote generally on the election of directors may
recommend a candidate for nomination as a director by providing advance notice of such proposed nomination to the Corporate
Secretary at the Company’s principal offices at 815 Colorado Avenue, Stuart, Florida 34994. The written submission must
comply with the applicable provisions in the Company’s Articles of Incorporation. To be considered, recommendations
with respect to nominees for election as directors at an annual meeting must be received not less than 60 days nor more than
90 days prior to the anniversary of the Company’s last annual meeting of shareholders (or, if the date of the annual
meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that the Company mails or
otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to the election
of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on
which notice of the special meeting was first mailed to shareholders. Recommendations meeting these requirements will be brought
to the attention of the Company’s CGC. Candidates for director recommended by shareholders in compliance with these
provisions and who satisfy the Director Eligibility Guidelines will be afforded the same consideration as candidates for director
identified by Company directors, executive officers or search firms, if any, employed by the Company. For our 2023 Shareholder
Meeting, no shareholder director nominee recommendations were received.
Board
Responsiveness
The Company includes in its proxy statement a separate advisory vote on the compensation paid to its executives, as disclosed
in the Compensation Discussion and Analysis, the compensation tables and related proxy disclosure, commonly known as a “say-on-pay”
proposal. Independent surveys have shown that an annual vote is the preferred frequency of most institutional investors. Our
shareholders also have expressed a preference for an annual vote. Our Board also endorses an annual vote as we believe it
gives shareholders an opportunity to voice their concerns with respect to executive compensation. Shareholder support of our
say-on-pay proposal at our 2022 annual meeting was strong. (See “Outcome of our 2022 Say-On-Pay vote” in the table
below.) Overall shareholder support of directors standing for election at the 2022 annual meeting was comparable to the prior
year. Below are highlights of the feedback we have received from shareholders and our Board’s response:
| What
We Heard |
Our
Board’s Response |
| Continue
to deliver industry-leading financial results |
Delivered
2022 net income of $106.5 million, with pre-tax pre-provision earnings1 increasing 10% to $164.8 million. On an
adjusted basis, which excludes direct merger-related costs, pre-tax pre-provision earnings1 increased 24% to $203.8
million. |
| Distribute
capital to shareholders |
In 2022, Seacoast increased the quarterly cash dividend to $0.17 per share. |
| Continue
to emphasize stock ownership by management and directors |
We emphasize stock compensation with PSUs and RSAs granted under the long-term incentive plan (“LTIP”) to executive
officers for achievement of performance objectives in 2022. All of our directors are paid a stock retainer; some defer a portion
or all of their cash compensation into our director deferred compensation plan. Our executive officers and directors are also
subject to our stock ownership guidelines, which require them to retain a number of shares of our stock. |
SEACOAST BANKING CORPORATION OF FLORIDA
| What
We Heard |
Our
Board’s Response |
| Outcome
of our 2022 Say-On-Pay vote |
At our 2022 annual meeting of shareholders, our say-on-pay proposal received the support of 91.5% of the votes cast. Our CGC
considered the vote in relation to: 1) the alignment of our compensation program with the long-term interests of our shareholders,
2) the transition to a mid-size bank and aligned business strategy with emerging opportunities of M&A and fulfilling customer
demand for products and services, and 3) the relationship between risk-taking and the incentive compensation provided to our
executives. The CGC will continue to evaluate and refine our executive compensation programs and welcomes input from our shareholders. |
| Continued Environmental, Social and Governance (“ESG”) efforts and corporate sustainability opportunities |
Information about the Company’s ESG initiatives and corporate sustainability oversight is enhanced in this 2023 proxy
statement. In 2022, we updated our sustainability page on our corporate website to provide additional visibility to the Company’s
ESG efforts. The Company’s corporate sustainability page can be viewed at: https://www.seacoastbanking.com/corporate-information/sustainability/default.aspx. |
The Company’s Corporate Governance Guidelines provide for a process by which shareholders may communicate with the Board,
a Board committee or the non-management directors as a group, or other individual directors. Shareholders who wish to communicate
with the Board of Directors, a Board committee, the Lead Independent Director, other directors or an individual director may
do so by sending written communications addressed to the Board of Directors, a Board committee or such group of directors
or individual director, c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P.O. Box 9012,
Stuart, Florida 34995. All communications will be compiled by the Company’s Secretary and submitted to the Board of
Directors, a committee of the Board of Directors or the group of directors or individual director, as appropriate, at the
next regular meeting of the Board.
Board
and Governance Highlights
Board
Composition
In the past years, we have refreshed our Board with new talent to increase diversity and experience to better align overall
Board capability with our strategic objectives. Since 2013, we have added seven new directors with strong skill sets to help
achieve our growth initiatives. As a result, our overall Board composition has been enhanced across several important aspects
creating a vibrant Board culture focused on creating shareholder value over the long term. Seacoast continues to build a diverse
Board with experience aligned with our strategic mission to ensure a balanced mix of directors with a deep knowledge of Seacoast
and its markets, as well as new members with fresh perspectives. The CGC members generally conceptualize diversity to include
without limitation concepts such as race, gender, national origin, differences of viewpoints, education, work experiences,
professional skills and other qualities or attributes that contribute to Board heterogeneity when identifying and recommending
director nominees.
BOARD
CHARACTERISTICS
1
Non-GAAP measure; refer to Appendix A – Information Regarding Non-GAAP Financial Measures.
PROXY STATEMENT 2023
Board
Skills and Characteristics
Our
Board represents a range of diverse skills, experience and background that aligns with our long-term strategy and culture. Below
are the mix of skills, qualifications, experience and diversity characteristics of the members of our Board as of the record date:
| Skills,
Qualifications and Experience |
Dennis
J.
Arczynski |
Jacqueline
L.
Bradley |
H. Gilbert
Culbreth, Jr. |
Julie H.
Daum |
Christopher
E.
Fogal |
Maryann
Goebel |
Dennis S.
Hudson, III |
Robert J.
Lipstein |
Alvaro J.
Monserrat |
Thomas E.
Rossin |
Charles M.
Shaffer |
 |
Audit/Accounting/Finance
experience is important in overseeing our financial reporting and internal controls |
✔ |
|
|
|
✔ |
|
✔ |
✔ |
✔ |
✔ |
✔ |
 |
Banking/Financial
Services experience is important to guide product evolution and manage our business model and revenue generating initiatives |
✔ |
✔ |
|
|
✔ |
✔ |
✔ |
✔ |
|
✔ |
✔ |
 |
Executive
Leadership experience is important to monitor strategy and performance |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
 |
Corporate
Governance experience is important to conduct decision-making and validate implementation in accordance with best practices
and regulatory guidelines |
✔ |
|
|
✔ |
|
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
 |
Digitalization/Business
Intelligence experience is important for innovation and strengthening profitability and understanding customers |
✔ |
|
|
|
|
✔ |
✔ |
|
✔ |
|
✔ |
 |
Corporate
Citizenship experience is important in understanding customer segments in markets served and implementing ESG efforts
and sustainability initiatives |
|
✔ |
✔ |
|
✔ |
|
✔ |
|
✔ |
✔ |
✔ |
 |
Customer
Experience knowledge is important to assess brand loyalty, customer engagement and create valuable customer relationships
and long-term profitability |
✔ |
|
|
|
|
|
✔ |
|
✔ |
|
✔ |
 |
Legal
and Regulatory Affairs experience is important to monitor compliance and regulatory requirements |
✔ |
|
|
|
✔ |
|
✔ |
✔ |
✔ |
✔ |
✔ |
 |
Risk
Management experience is important in overseeing the risks throughout the organization |
✔ |
✔ |
✔ |
|
|
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
 |
Cybersecurity/Information
Security experience is important to assess tools to enhance business operations, customer service and cyber and information
security |
✔ |
|
|
|
|
✔ |
✔ |
✔ |
✔ |
|
✔ |
 |
Human
Capital and Diversity Management experience is important to assess compensation practices, diversity mix, talent, training
programs and corporate culture within the company |
✔ |
✔ |
|
✔ |
|
✔ |
✔ |
|
✔ |
|
✔ |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
Number of Directors: 11 |
|
| Gender
Identity: |
Male |
Female |
Non-Binary |
Gender
Undisclosed |
| Directors |
8 |
3 |
-- |
-- |
| Demographic
Background: |
| African
American or Black |
-- |
1 |
-- |
-- |
| Alaskan
Native or American Indian |
-- |
-- |
-- |
-- |
| Asian |
-- |
-- |
-- |
-- |
| Hispanic
or Latinx |
1 |
-- |
-- |
-- |
| Native
Hawaiian or Pacific Islander |
-- |
-- |
-- |
-- |
| White |
7 |
2 |
-- |
-- |
| Two
or More Races or Ethnicities |
-- |
-- |
-- |
-- |
| LGBTQ+ |
-- |
-- |
-- |
-- |
| Did
Not Disclose Demographic Background |
-- |
-- |
-- |
-- |
SEACOAST BANKING CORPORATION OF FLORIDA
Our
Corporate Governance Framework
| Board
Independence |
● A
total of 9 of our 11 directors, or over 82%, are considered independent as of the Annual
Meeting date.
● Our
Chairman and CEO is the only member of management who serves as a director. |
Board
Refreshment & Diversity
|
● We
seek a board that, considered as a group, will possess a diversity of experience and
differences with respect to personal, educational or professional experience, gender,
ethnicity, national origin, geographic representation, community involvement and age.
● We
have a mix of new and longer tenured directors to help ensure fresh perspectives as well as continuity and experience.
The average tenure of our independent directors is 11.9 years. |
| Board
Committees |
● We
have four standing Board committees—Audit; Compensation and Governance (“CGC”);
Enterprise Risk Management (“ERMC”); and Corporate Development (“CDC”).
● The
Audit Committee and CGC consist entirely of independent, non-management directors.
● Chairs
of the committees shape the agenda and information presented to their committees. |
Lead
Independent Director
|
● Our
independent directors elect a lead independent director annually.
● Our
lead independent director chairs regularly scheduled executive sessions, without management present, at which directors
can discuss management performance, succession planning, board informational needs, board effectiveness or any other matter. |
Board
Oversight of Strategy & Risk
|
● Our
Board has ultimate oversight responsibility for strategy and risk management.
● Our
Board directly advises management on development and execution of the Company’s strategy and provides oversight
through regular updates.
● The
CDC helps ensure that the strategic vision for the Company is fulfilled by challenging, proposing, reviewing, and monitoring
corporate development initiatives of the Company relating to M&A activity, capital allocation and planning, corporate
development strategies, and shareholder relations.
● Through
an integrated enterprise risk management process, key risks, including those related to data privacy and cybersecurity
are reviewed and evaluated by the ERMC before they are reviewed by the Board.
● The
ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to
the Board regarding the Company’s risk appetite.
● The
Audit Committee oversees the Company’s financial statements and internal accounting controls and processes.
● The
CGC oversees risks and exposures related to the Company’s corporate governance, director succession planning, and
compensation practices to ensure that they do not encourage imprudent or excessive risk-taking, assists with its leadership
assessment and CEO succession planning and monitors the Company’s human capital management, sustainability and ESG
efforts. |
| Accountability |
● We
have a plurality vote standard for the election of directors, with a director resignation
policy for uncontested elections.
● Each
common share is entitled to one vote.
● We
have a process by which all shareholders may communicate with our Board, a Board committee or non-management directors
as a group, or other individual directors. |
| Director
Stock Ownership |
● A
minimum stock holding of three times the annual base retainer is required for each director, to be acquired within four years
of joining the Board. |
| Succession
Planning |
● CEO
and management succession planning is one of the Board’s highest priorities. Our Board ensures that appropriate attention
is given to identifying and developing talented leaders. |
| Board
Effectiveness |
● The
Board meets in a director-only session prior to each regular meeting to discuss the Company’s
business condition. After each regular meeting, directors are offered the opportunity
to meet in an executive session of non-management directors led by the lead independent
director.
● The
Board and its independent committees annually evaluate their performance. |
| Open
Communication |
● Our
Board receives regular updates from business leaders regarding their area of expertise.
● Our
directors have access to all management and employees on a confidential basis.
● Our
Board and its committees are authorized to hire outside consultants at their discretion and at the Company’s expense. |
PROXY STATEMENT 2023
CORPORATE
GOVERNANCE AT SEACOAST
Our
goal is to maintain a corporate governance framework that supports an engaged, independent board with diverse perspectives and
judgment that is committed to representing the long-term interests of our shareholders. We believe our directors should possess
the highest personal and professional standards for ethics, integrity and values, as well as practical wisdom and mature judgment.
Therefore, our Board, with the assistance of management and the CGC, regularly reviews our corporate governance principles and
practices.
The
Board’s Role in Strategy and Risk Oversight
The
Board of Directors actively reviews our long-term strategy and the plans and programs that management develops to implement our
strategy. While the Board meets formally at least once every year to consider overall long-term strategy, it generally reviews
various elements of strategy, and our progress towards implementation thereof, at every regular meeting. Our directors are actively
engaged in our strategic planning process and exercise robust oversight while challenging our strategies and implementation of
such strategies.
The
Board believes that strategic risk is an exceptionally important risk element among a number of risks that the Company
faces. As a result, our Board works to ensure that this risk is appropriately managed in the context of the rapidly changing
environment in which the Company and its customers operate. The Board does not believe this risk can be delegated and the
Board as a whole regularly spends a significant amount of its time engaged with management and in executive session
discussing our long-term strategies, the effectiveness of our plans to implement such strategies, and our progress against
those plans.
The
Board believes that an integral part of managing strategic risk is ensuring that the Board’s views are considered as our
strategy evolves. The Board strongly believes that having active and engaged committee chairs and a lead independent director
better ensures that the Board as a whole can serve as a credible challenge to management’s plans and programs and increases
transparency.
The
Board’s committees also work to ensure that we have the right alignment to support our long-term strategic direction including:
(i) an active Board recruitment process focused on developing or acquiring the skill, experience and attributes of both individuals
and the Board as a whole needed to support our strategy, (ii) ensuring an appropriate link is established between our compensation
design and our long-term strategy to encourage and reward the achievement of our long-term goals and protect shareholder value
by discouraging excessive risk taking, and (iii) ensuring that our risk management structure can effectively manage the inherent
risks that underlie our strategy.
Other
types of risks that the Company faces include:
| ● | macro-economic
risks, such as inflation, interest rate fluctuations, reductions in economic growth,
or recession; |
| ● | political
or regulatory risks, such as restriction on access to markets; |
| ● | event
risks, such as global pandemics, including COVID-19, natural disasters, acts of war or
terrorism or cybersecurity breaches; and |
| ● | business-specific
risks related to financial reporting, credit, asset/liability management, market, operational
execution (corporate governance, legal and regulatory compliance), and reputation (both
of the Company and the financial services industry generally). |
Our
Enterprise Risk Management Committee (“ERMC”) of the Board of Directors regularly assesses our overall risk
profile and oversees our risk management programs, which are implemented by our chief risk officer. Information security is a
significant operational risk for financial institutions, and includes the risk of losses resulting from cyber-attacks. Our
Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, and
information security risk. In light of these risks, the ERMC reviews our data privacy and information security policies and
practices on an annual basis. Additionally, the Board assesses the risks and changes in the cyber environment through
presentations and reports provided to our ERMC, including participation in annual cyber security education and
training.
SEACOAST BANKING CORPORATION OF FLORIDA
Environmental,
Social and Governance (“ESG”)
Our
Board recognizes the importance of operating in a responsible and sustainable manner aligned with our mission, vision and values.
Our Compensation and Governance Committee (“CGC”) of the Board is charged with monitoring ESG efforts, and identifies
and discusses ESG issues material to our business and communities where we operate. We consider feedback from investors, employees,
regulators, customers and other stakeholders on ESG topics. A key focus of our long-term strategic plan is managing growth through
an evolving risk view, in which attention to ESG matters is critical to success.
The
Company also aims to accommodate the banking and credit needs of our communities by providing various product offerings and community
outreach and engagement. We are committed to building and encouraging an inclusive environment where all our employees and clients
are respected and accepted for who they are. The Company provides equal employment opportunities in all facets of employment from
the hiring and onboarding experience to compensation, benefits and prospects for career advancement and guidance.
The
Board and senior management are committed to continuing to build upon these efforts in the coming years. You may view additional
information about the Company’s corporate sustainability and ESG activities on our investor relations website located at
www.SeacoastBanking.com.
Governance
Policies
Seacoast
is committed to long-term success through strong corporate governance and ethical business practices, with appropriate controls
and transparency forming the foundation for achievement of our strategic mission.
Important
elements of our corporate governance framework are our governance policies, which include:
| ● | Corporate
Governance Guidelines |
| ● | Code
of Ethics for Financial Professionals; and |
| ● | Charters
for each of our Board committees |
You
may view these and other corporate governance documents on our investor relations website located at www.SeacoastBanking. com,
or request a copy, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815
Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. Information included on our website, other than the proxy statement and
form of proxy, is not a part of the proxy soliciting material.
Data
Privacy and Information Security
Seacoast
is committed to protecting our customers’ personal and financial information. The Company has adopted a Data Privacy Policy
and Information Security Policy that are reviewed by the Enterprise Risk Management Committee (ERMC) of the Board of Directors
on an annual basis. Through an integrated enterprise risk management process, key risks, including those related to privacy and
cybersecurity are reviewed and evaluated by the ERMC before they are reviewed by the full Board. We have also adopted an Online
and Mobile Privacy Policy and Privacy Policy Statement to ensure compliance with requirements of the Gramm-Leach-Bliley Act.
Our
Board recognizes the importance of maintaining the trust and confidence of our clients, employees and business partners. We strive
to continuously assess and update our response to information security risks and changes in the cyber security landscape. Information
security risks are identified using internal risk assessments, internal audits, regulatory exams and third-party testing. Identified
risks are prioritized, tracked and managed with senior management oversight.
Our
data security strategy includes a host of defense mechanisms that include, but are not limited to:
| ● | Annual
employee training, educational opportunities and regular associate communications |
| ● | Third
party program oversight |
| ● | Encryption
technologies; and |
| ● | Incident
response program |
We
provide our associates with ongoing training opportunities and educational resources to strengthen cybersecurity awareness,
keep abreast of cyber environment trends and continue to build knowledge in safeguarding against potential security and fraud
risks. Additionally, our information security team maintains awareness of trends and best practices by pursuing professional
certifications and educational opportunities with industry experts and professional organizations.
Periodic
penetration tests are performed by independent third parties and are audited by an external firm with expertise in information
security. During 2022, we did not experience a material compromise to any of our data systems or vendor platforms, and did not
incur any expenses resulting from information security breaches, penalties or settlements. Should an information security incident
occur, we have resources to assist with forensic analysis, response strategies and crisis communications.
PROXY STATEMENT 2023
Board
Oversight of Strategy and Risk
Our
Board has ultimate oversight responsibility for strategy and risk management, and directly advises management on development and
execution of the Company’s strategy. Oversight is also provided through the extensive work of the Board’s committees
– Audit Committee; Compensation and Governance Committee; Corporate Development Committee; and Enterprise Risk Management
Committee – in key areas such as financial reporting, internal controls, compliance, corporate governance, compensation
programs, capital planning and risk management. The ERMC oversees the integration of risk management at Seacoast, monitors the
risk framework and makes recommendations to the Board regarding the Company’s risk appetite. Additionally, the Compensation
and Governance Committee oversees risks and exposures related to the Company’s corporate governance, director succession
planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking.
Board
Composition
Seacoast
continues to build a diverse Board with experience aligned with our strategic mission to ensure a balanced mix of directors
with a deep knowledge of Seacoast and its markets, as well as new members with fresh perspectives. Our Board consists of all
independent Board members, with the exception of two directors, including one executive director. All members of the Audit
Committee and Compensation and Governance Committee of the Board and the Chair of the Enterprise Risk Management Committee
are independent directors. Women account for 27% of the Board of Directors, including our Compensation and Governance
Committee Chair. To further strengthen our corporate governance, our independent directors annually select a Lead Independent
Director who chairs regularly scheduled executive sessions, without management present.
Our
Corporate Governance Guidelines require that a substantial majority of the Board be composed of independent directors. In accordance
with those guidelines, non-employee directors must advise the Chairman of the Board or Chair of the Compensation and Governance
Committee in advance of accepting membership on any other public company board and before accepting membership on the audit committee
or compensation committee of any other public company board. Employee Directors may serve on no other boards of public companies,
unless otherwise approved by the Compensation and Governance Committee.
Shareholder
Engagement
The
Company engages with our shareholders to ensure that the Board and management are aware of and address issues of importance to
our investors. We regularly meet with various institutional shareholders and welcome feedback from other shareholders, which is
considered by the Board or appropriate Board committee. In 2022, management met with approximately 50 institutional shareholders,
representing over 15% of the company’s ownership at December 31, 2022.
SEACOAST BANKING CORPORATION OF FLORIDA
Corporate
Governance Principles and Practices
Board
Independence
The
Company’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol
“SBCF”. Nasdaq requires that a majority of the Company’s directors be “independent,” as defined
by the Nasdaq rules. Generally, a director does not qualify as an independent director if the director (or, in some cases, a
member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations
with the Company, its external or internal auditors, or other companies that do business with the Company. The Board of
Directors has determined that a majority of the Company’s directors are independent directors under the Nasdaq rules.
The Company’s independent directors in 2022 were: Dennis J. Arczynski, Jacqueline L. Bradley, H. Gilbert Culbreth, Jr.,
Julie H. Daum, Christopher E. Fogal, Maryann Goebel, Robert J. Lipstein, Alvaro J. Monserrat and Thomas E. Rossin. Our
governance principles provide that a substantial majority of our directors will meet the criteria for independence required
by Nasdaq. Over 80% of our Board meets Nasdaq’s criteria for independence.
Board
Evaluation Process
Periodically,
our Board and each Board committee evaluate their performance and effectiveness, along with processes and structure, to identify
areas for enhancement. The process is described below.
| Element |
Description |
| Corporate
Governance Review and Investor Feedback |
The
CGC reviews corporate governance principles with consideration given to generally accepted practices and feedback from investors
and makes recommendations for Board changes. This committee also oversees the process for annual board evaluations. |
| Annual
Board & Committee Self-Evaluations |
In
2022, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees
of the Board. |
| Summary
and Review |
For
the 2022 Board and committee evaluations, responses were compiled and summarized, including comments, which were reviewed
by the Chairman and Lead Independent Director, and who together presented summary results to the full Board. The committee
evaluations were reviewed by the respective committee chairs, who then discussed the results with their respective committees
and the full Board. |
| Actions |
As
a result of the Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities,
and process improvements to facilitate broader engagement with discussion around emerging trends and cultural and inclusion
matters. |
Board
Leadership Structure
The
Board leadership framework is provided through: 1) Chairman and CEO Shaffer’s guidance and deep understanding of the financial
services industry, 2) a clearly defined lead independent director role, 3) active committees and committee chairs, and 4) talented
directors who are committed and independent-minded. At this time, the Board believes this governance structure is appropriate
and best serves the interests of our shareholders and other stakeholders.
Lead
Independent Director
To
further strengthen our corporate governance, our independent directors annually select a Lead Director from the independent directors.
Our Board believes that the Lead Director serves an important corporate governance function by providing separate leadership for
the non-management and independent directors. In January 2023, the Board re-elected Christopher E. Fogal to serve as Lead Independent
Director.
Non-Management
Executive Sessions
In
order to give a significant voice to our non-management directors, our Corporate Governance Guidelines provide for executive sessions
of our non-management and independent directors. Our Board believes this is an important governance practice that enables the
Board to discuss matters without management present.
Our
non-management directors are given the opportunity to meet in executive session following each regularly scheduled Board meeting.
Our independent directors meet separately from the other directors in regularly scheduled executive sessions at least twice annually,
and at such other times as may be deemed appropriate by the Company’s independent directors. Our Lead Independent Director
presides at all executive sessions of the independent directors and non-management directors, and sets the agenda for such executive
sessions. Any independent director may call an executive session of independent directors at any time. The independent directors
met two times in executive session in 2022.
PROXY STATEMENT 2023
Management
Succession Planning and Development
Our
Board understands that a strong succession framework reduces Company risk and therefore ensures that appropriate attention is
given to identify and develop talented leaders. Consequently, we have a robust management succession and development plan which
is reviewed annually and updated accordingly. The Board maintains oversight responsibility for succession planning with respect
to the position of CEO and monitors and advises management regarding succession planning for other executive officers. The Board’s
goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also
has short-term contingency plans in place for emergency and unexpected occurrences, such as the sudden departure, death, or disability
of our CEO or other executive officers.
The
CGC, working with the CEO, annually evaluates succession planning at the senior levels of management and reports the results of
such evaluation to the Board, along with recommendations on management development and succession planning. The updated succession
plan is reviewed and approved by the Board to ensure that competencies are in alignment with our overall strategic plan. The annual
review of the CEO succession plan includes a review of specific individuals identified as active CEO succession candidates, and
each of those individuals is reviewed with respect to progress in his or her current job position and progress toward meeting
his or her defined leadership development plan. The Company’s CEO and senior management are similarly responsible for supporting
“next generation” leadership development by: identifying core talent, skills and capabilities of future leaders within
the Company; assessing the individuals against leadership capabilities; identifying talent and skill gaps and development needs;
assisting with internal candidate development; and identifying significant external hiring needs.
The
Board and individual Board members may advise, meet with, and assist CEO succession candidates and become familiar with other
senior and future leaders within the Company. Directors are encouraged to become sufficiently familiar with the Company’s
executive officers to be able to provide perspective on the experience, capabilities and performance of potential CEO candidates.
The Board encourages senior management, as well as other members of management who have future leadership potential within the
Company, to attend and present at Board meetings so that each can be given appropriate exposure to the Board. The Board may contact
and meet with any employee of the Company at any time, and are encouraged to make site visits, to meet with management, and to
attend Company, industry and other events.
Committee
Structure
Oversight
is also provided through the extensive work of the Board’s committees – Audit Committee; Compensation and Governance
Committee (“CGC”); Corporate Development Committee (“CDC”); and Enterprise Risk Management Committee (“ERMC”)
– in key areas such as financial reporting, internal controls, compliance, corporate governance, succession planning, compensation
programs, capital planning, cybersecurity and risk management. The Audit Committee and the CGC consist entirely of independent,
non-management directors.
In
addition, each year, the Board and each of its committees review a schedule of agenda topics to be considered in the coming year.
Each Board and committee member may raise subjects that are not on the agenda at any meeting and suggest items for inclusion in
future agendas. The Company believes that the foregoing structure, policies, and practices, when combined with the Company’s
other governance policies and procedures, provide appropriate opportunities for oversight, discussion, evaluation of decisions
and direction from the Board of Directors.
SEACOAST BANKING CORPORATION OF FLORIDA
BOARD
MEETINGS AND COMMITTEES
Board
Meeting Attendance
The
Board of Directors held six regular meetings and four special meetings during 2022. Each of the directors attended either in-person
or virtually at least 75% of the total number of meetings of the Board of Directors and committees on which they served.
Annual
Meeting Attendance
The
Company encourages all of its directors to attend its annual shareholders’ meetings but understands that situations may
arise that prevent such attendance. A total of nine of the 11 then-incumbent directors attended the Company’s 2022 annual
shareholders’ meeting, of which six directors attended by phone in light of travel restrictions and safety precautions amid
COVID-19, and three Directors attended in-person.
Board
Committees
The
Company’s Board of Directors has four standing permanent committees. These committees serve the same functions for the Company
and the Bank. The current composition of each Company committee and the number of meetings held in 2022 are set forth in the table:
Board
Committee Membership and 2022 Committee Meetings
| Director Name |
Audit |
Compensation
&
Governance |
Corporate
Development |
Enterprise
Risk
Management |
| Dennis
J. Arczynski (1) |
✔ |
|
✔ |
✔
(2) |
| Jacqueline
L. Bradley (1) |
|
|
✔ |
|
| H.
Gilbert Culbreth, Jr. (1) |
|
✔ |
|
|
| Julie
H. Daum (1) |
|
✔ |
|
|
| Christopher
E. Fogal (1)(3) |
✔ |
|
|
|
| Maryann
Goebel (1) |
✔ |
✔
(2) |
|
✔ |
| Dennis
S. Hudson, III |
|
|
✔ |
|
| Robert
J. Lipstein (1) |
✔
(2) |
|
|
✔ |
| Alvaro
J. Monserrat (1) |
✔ |
✔ |
✔ |
|
| Thomas
E. Rossin (1) |
|
|
✔
(2) |
✔ |
| Charles
M. Shaffer (4) |
|
|
|
|
| TOTAL MEETINGS HELD IN 2022 |
8 |
7 |
9 |
6 |
| (3) | Lead
Independent Director |
Each
committee has a charter specifying such committee’s responsibilities and duties. Each committee charter, including the Audit
Committee and Compensation and Governance Committee charters, are reviewed annually. These charters are available on the Company’s
website at www.SeacoastBanking.com or upon written request.
PROXY STATEMENT 2023
Key
Committee Responsibilities
| AUDIT
COMMITTEE |
COMPENSATION
AND GOVERNANCE COMMITTEE |
| Key
Responsibilities |
Key
Responsibilities |
●
reviews Seacoast’s financial statements and internal accounting controls, and reviews
reports of regulatory authorities and determines that all audits and examinations required
by law are performed
●
appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of
the audit and management’s response thereto
●
reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters, and changes to the Company’s Code of Conduct
●
approves related party transactions
●
reviews the adequacy of the internal audit budget and personnel, the internal audit plan
and schedule, and results of audits performed by the internal audit staff and those outsourced to a third party; oversees
the audit function and appraises the effectiveness of internal and external audit efforts
|
●
determines the compensation of the Company’s and
the Bank’s key executive officers
●
recommends director compensation for Board approval
● administers
the Company’s incentive compensation plans and other employee benefit plans
●
oversees the preparation of the “Compensation Discussion and Analysis” section of this proxy statement
●
identifies and recommends to the Board qualified individuals to serve as members of the Boards of Directors of the Company
and/ or the Bank
●
oversees efforts to create a diverse workforce
●
takes a leadership role in shaping corporate governance policies, practices, and guidelines, and oversees the Board’s
governance processes
●
proposes recommendations to the Board of Directors concerning management development and succession planning activities
at the senior levels of management
●
oversees ESG efforts and corporate sustainability matters |
| Independence
/ Qualifications |
Independence
/ Qualifications |
●
all committee members are independent under Nasdaq and
SEC rules and each member is able to read and understand financial statements
●
at least one committee member is an “audit committee financial expert” as defined by Item 407 of Regulation
S-K; the Board has determined that Christopher E. Fogal and Robert J. Lipstein are such financial experts
●
Audit Committee met four times in private session with our independent auditor, and four times in private session
without members of management present, following meetings in 2022 |
●
all committee members are independent under Nasdaq and
SEC rules
●
no member of the committee is a former or current officer or employee of the company or
any of its subsidiaries
●
no member has any interlocking relationship requiring disclosure under the rules of the
SEC
|
| ENTERPRISE
RISK MANAGEMENT COMMITTEE |
CORPORATE
DEVELOPMENT COMMITTEE |
| Key
Responsibilities |
Key
Responsibilities |
●
monitors the risk framework to assist the Board in identifying,
considering, and overseeing critical issues and opportunities
●
evaluates strategic opportunities from a risk perspective, highlights key risk considerations
embedded in such strategic opportunities, and makes recommendations on courses of action to the Board based on such evaluation
● provides
oversight of the risk management monitoring and reporting functions to help ensure these functions are independent of
business line or risk-taking processes
●
makes recommendations to the Board regarding the Company’s risk appetite, limits and policies and reviewing the
strategic plan to help ensure it aligns with the Board-approved risk appetite
●
reviews key management, systems, processes and decisions, and assesses the integrity and adequacy of the risk management
function to help build risk assessment data into critical business systems
●
recommends to the Board the capital policy consistent with the Company’s risk appetite and reviews capital adequacy
and its allocation to each line of business
●
provides oversight of the Company’s data privacy policy, and information security, and reviews reporting of technology
and cybersecurity risks.
|
●
supports, sources and/or challenges M&A activities
related to banks and non-bank entities as pertinent to the Company’s stated strategic
objectives
●
oversees business model transformation activities including investments in corporate development
●
reviews capital allocations and planning to ensure an acceptable return on capital while ensuring timely exits from businesses
that do not provide an acceptable return or have limited growth prospects
●
reviews the Company’s long-term corporate development strategies and monitors progress tracking
●
makes inquiries of management that appropriate strategic metrics and modeling capabilities are used in order to assess
the strength of existing strategies and potential investments, aligned with the Company’s stated strategic objectives
●
ensures that management is effectively and consistently communicating with shareholders
in a manner that is aligned with the Company’s broader strategic vision |
SEACOAST BANKING CORPORATION OF FLORIDA
AUDIT
COMMITTEE REPORT
The
Audit Committee is currently comprised of five directors: Dennis J. Arczynski, Christopher E. Fogal, Maryann Goebel, Robert J.
Lipstein (Chair) and Alvaro J. Monserrat.
The
purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of
Seacoast Banking Corporation of Florida (the “Company”) in its general oversight of the Company’s accounting,
auditing and financial reporting practices. Management is primarily responsible for the Company’s financial statements,
systems of internal controls and compliance with applicable legal and regulatory requirements. The Company’s independent
registered public accounting firm, Crowe LLP, for the year ended December 31, 2022 is responsible for performing an independent
audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with
accounting principles generally accepted in the United States, as well as expressing an opinion (pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002) on the effectiveness of internal control over financial reporting.
The
members of the Committee are not professional auditors, and their functions are not intended to duplicate or to certify the activities
of management and the independent registered public accounting firm, nor can the Committee certify that the Company’s registered
public accounting firm is “independent” under applicable rules. The Committee serves a board-level oversight role,
in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the
basis of the information it receives, discussions with management and the independent registered public accounting firm, and the
experience of the Committee’s members in business, financial and accounting matters. To carry out its responsibilities,
the Committee held eight meetings in 2022.
In
the performance of its oversight responsibilities, the Committee has reviewed and discussed with management and Crowe LLP the
audited financial statements of the Company for the year ended December 31, 2022. Management represented to the Committee that
all financial statements were prepared in accordance with accounting principles generally accepted in the United States and that
these statements fairly present the financial condition and results of operations of the Company at the dates and for the periods
described. The Committee has relied upon this representation without any independent verification, except for the work of Crowe
LLP. The Committee also discussed these statements with Crowe LLP, both with and without management present, and has relied upon
their reported opinion on these financial statements. The Committee’s review included discussion with Crowe LLP of the matters
required to be discussed under Public Company Accounting Oversight Board standards.
With
respect to the Company’s independent registered public accounting firm, the Committee, among other things, discussed with
Crowe LLP matters relating to its independence and received from Crowe LLP the written disclosures and the letter required by
applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications
with the Committee concerning independence.
On
the basis of these reviews and discussions, and subject to the limitations of its role, the Committee recommended that the Board
approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2022, for filing with the Securities and Exchange Commission.
The
Audit Committee:
Robert
J. Lipstein, Chair
Dennis
J. Arczynski
Christopher
E. Fogal
Maryann
Goebel
Alvaro
J. Monserrat
February
28, 2023
PROXY STATEMENT 2023
OWNERSHIP
OF OUR COMMON STOCK
The
tables below provide information regarding the beneficial ownership of our common stock as determined in accordance with SEC rules
and regulations as of the Record Date by (i) each of the Company’s directors, (ii) each of the named executive officers,
(iii) all current directors and executive officers as a group, and (iv) each beneficial owner of more than 5%. As of the Record
Date, 84,604,893 shares of common stock were outstanding. Unless otherwise indicated, and subject to community property laws where
applicable, the Company believes that each of the shareholders named in the table below has sole voting and investment power with
respect to the shares indicated as beneficially owned.
Director,
Executive Officers and Certain Beneficial Stock Ownership
As
of the Record Date, based on available information, all directors, director nominees and executive officers of Seacoast as a group
(15 persons) beneficially owned approximately 1,249,949 outstanding shares of common stock, constituting 1.5% of the total number
of shares of common stock outstanding at that date as set forth in the table below. In addition, as of the Record Date, various
subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 419,930 outstanding shares,
or 0.5% of the outstanding shares, of Seacoast common stock, including shares held as trustee or agent of various Seacoast employee
benefit and stock purchase plans.
The
following table also sets forth information regarding the number and percentage of shares of common stock held by all persons
and entities, or principal shareholders, known by the Company to beneficially own 5% or more of the Company’s outstanding
common stock, exclusive of directors and officers. The information regarding beneficial ownership of common stock by the entities identified below is as of year-end and is included in reliance on reports filed by such entities with the SEC, except that the Company's calculation of ownership percentage is based on the total shares outstanding as of the Record Date.
Name
of Beneficial Owner
Directors
and Executive Officers |
Amount
and Nature of
Beneficial
Ownership |
Percentage
of
Outstanding
Shares |
| Dennis
J. Arczynski |
58,950
(1) |
* |
| Jacqueline
L. Bradley |
34,647
(2) |
* |
| H.
Gilbert Culbreth, Jr. |
91,423
(3) |
* |
| Julie
H. Daum |
69,845
(4) |
* |
| Christopher
E. Fogal |
51,319
(5) |
* |
| Maryann
Goebel |
33,251
(6) |
* |
| Dennis
S. Hudson, III |
553,162
(7) |
* |
| Robert
J. Lipstein |
16,227
(8) |
* |
| Alvaro
J. Monserrat |
20,956
(9) |
* |
| Thomas
E. Rossin |
22,068
(10) |
* |
| Charles
M. Shaffer |
174,311
(11) |
* |
| Tracey
L. Dexter |
15,018
(12) |
* |
| Joseph
M. Forlenza |
26,251
(13) |
* |
| Juliette
P. Kleffel |
73,839
(14) |
* |
| Austen
D. Carroll |
8,682 |
* |
| All
directors and executive officers as a group (15 persons) |
1,249,949 |
1.5% |
| |
|
|
Name
of Beneficial Owner
Certain
Other Beneficial Owners |
Amount
and Nature of
Beneficial
Ownership |
Percentage
of
Outstanding
Shares |
| BlackRock,
Inc. |
|
|
| 55
East 52nd Street |
9,008,578
(15) |
10.6% |
| New
York, NY 10055 |
|
|
* Less than 1%
SEACOAST BANKING CORPORATION OF FLORIDA
| (1) | Includes
5,476 shares held in a limited liability company, as to which shares Mr. Arczynski has
sole voting and investment power. Also includes 9,110 shares held jointly with his wife,
as to which shares Mr. Arczynski may be deemed to share both voting and investment power.
Also includes 34,803 shares held in the Bank’s Directors’ Deferred Compensation
Plan for which receipt of such shares has been deferred, and as to which shares Mr. Arczynski
has no voting or dispositive power. Also includes 5,561 shares that Mr. Arczynski has
the right to acquire by exercising options that are exercisable within 60 days after
the Record Date. |
| (2) | Includes
19,144 shares held in the Bank’s Directors’ Deferred Compensation Plan for
which receipt of such shares has been deferred, and as to which shares Ms. Bradley has
no voting or dispositive power. Also includes 8,503 shares that Ms. Bradley has the right
to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (3) | Includes
10,000 shares held in an IRA, 26,000 shares held in a family limited liability company,
and 8,200 shares held in a family sub-S corporation, as to which shares Mr. Culbreth
has sole voting and investment power. Also includes 1,000 shares held jointly with Mr.
Culbreth’s children and 10,328 shares held jointly with his wife, as to which shares
Mr. Culbreth may be deemed to share both voting and investment power. Also includes 32,801
shares held in the Bank’s Directors’ Deferred Compensation Plan for which
receipt of such shares has been deferred, and as to which shares Mr. Culbreth has no
voting or dispositive power. Also includes 2,142 shares that Mr. Culbreth has the right
to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (4) | Includes
34,288 shares held in the Bank’s Directors’ Deferred Compensation Plan for
which receipt of such shares has been deferred, and as to which shares Ms. Daum has no
voting or dispositive power. Also includes 8,138 shares that Ms. Daum has the right to
acquire by exercising options that are exercisable within 60 days after the Record Date. |
| (5) | Includes
4,490 shares held jointly with Mr. Fogal’s wife and 4,688 shares held by Mr. Fogal’s
wife, as to which shares Mr. Fogal may be deemed to share both voting and investment
power. Also includes 22,642 shares held in the Bank’s Directors’ Deferred
Compensation Plan for which receipt of such shares has been deferred, and as to which
shares Mr. Fogal has no voting or dispositive power. Also includes 8,138 shares that
Mr. Fogal has the right to acquire by exercising options that are exercisable within
60 days after the Record Date. |
| (6) | Includes
21,690 shares held in the Bank’s Directors’ Deferred Compensation Plan for
which receipt of such shares has been deferred, and as to which shares Ms. Goebel has
no voting or dispositive power. Also includes 5,561 shares that Ms. Goebel has the right
to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (7) | Includes
51,416 shares held by Sherwood Partners Ltd, of which Mr. Hudson is the general partner
and has sole voting and investment power with respect to such shares. Also includes 18,104
shares held jointly with Mr. Hudson’s wife. Also includes 31,602 shares held in
the Company’s Retirement Savings Plan, and 254,656 shares that Mr. Hudson has the
right to acquire by exercising options that are exercisable within 60 days after the
Record Date. Also includes 21,867 shares held by Mr. Hudson’s wife as to which
shares Mr. Hudson may be deemed to share both voting and investment power. Includes 9,356
shares held in an IRA. |
| (8) | Includes
13,195 shares held jointly with Mr. Lipstein’s wife. |
| (9) | Includes
14,383 shares held in the Bank’s Directors’ Deferred Compensation Plan for
which receipt of such shares has been deferred, and as to which shares Mr. Monserrat
has no voting or dispositive power and 3,573 shares that Mr. Monserrat has the right
to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (10) | Includes
72 shares held jointly with Mr. Rossin’s wife. Also includes 21,996 shares held in the Bank’s Directors’ Deferred
Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Rossin has no voting or dispositive
power. |
| (11) | Includes
1,183 shares held in the Company’s Retirement Savings Plan and 6,147 shares held in the Company’s Employee Stock Purchase
Plan. Also includes 93,751 shares that Mr. Shaffer has the right to acquire by exercising options that are exercisable within
60 days after the Record Date. |
| (12) | Includes
454 shares held in the Company’s Employee Stock Purchase Plan. Also includes 2,842 shares that Ms. Dexter has the right
to acquire by exercising options that are exercisable within 60 days after the Record Date. |
| (13) | Includes
12,635 shares that Mr. Forlenza has the right to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (14) | Includes
27,466 shares that Ms. Kleffel has the right to acquire by exercising options that are exercisable within 60 days after the Record
Date. |
| (15) | According
to a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 23,
2023 with the SEC with respect to Seacoast common stock beneficially owned as of December
30, 2022, BlackRock, Inc. has sole voting power with respect to 8,894,661 shares of Seacoast
common stock and sole dispositive power with respect to 9,008,578 shares of Seacoast
common stock. The Schedule 13G/A provides that BlackRock is a parent holding company
and that the shares of common stock listed on the Schedule 13G/A are owned by various
subsidiaries of BlackRock. In addition, BlackRock reported that various persons have
the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, these shares of common stock, and that one such person, iShares Core
S&P Small-Cap ETF, is known to have more than 5% of Seacoast common stock. |
Section
16(a) Beneficial Ownership Reporting Compliance
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 2022, 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.
PROXY STATEMENT 2023
Named
Executive Officers
Named
Executive Officers (“NEOs”) are appointed annually at the organizational meetings of the respective Boards of Directors
of Seacoast and the Bank, to serve until the next annual meeting and until successors are chosen and qualified.
| |
|
Charles
M. Shaffer
Chairman
and CEO
|
Age:
49 Tenure:
25 years
SELECT
PRIOR EXPERIENCE:
● CEO
and Director of Seacoast and Bank since January 2021
● President
of Seacoast since June 2020
● Held
various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking
Executive, and Controller from 2005 to 2020
● Over
20 years of diverse experience from multiple roles including strategy, corporate finance, traditional sales, and alternative
sales platforms
OTHER
EDUCATION/AFFILIATIONS/CERTIFICATIONS:
● CPA
licensed in Florida
● Board
Member, United Way of Martin County
● Board
Member, Florida Bankers Association
● Board
Member, Armellini Express Lines
● MBA,
University of Central Florida
● B.S.,
Florida State University
● B.A.,
Florida Atlantic University
● University
of Pennsylvania Wharton School of Business Advanced Management Program
|
| |
|
| |
|
Tracey
L. Dexter
EVP,
Chief Financial Officer
|
Age:
49 Tenure:
6 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 of Hibiscus Children’s Center
● B.S.,
Florida State University
● B.A.,
Florida Atlantic University
|
| |
|
| |
|
Joseph
M. Forlenza
EVP,
Chief Risk Officer
|
Age:
61 Tenure:
6 years
SELECT
PRIOR EXPERIENCE:
● EVP
and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019
● Managing
Director and Chief Audit Executive of Treasury and Commercial Lending with GE Capital from 2015 to 2017
● Served
numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk
management functions for over 20 years at Citigroup
● Various
audit and consulting in financial services positions with Coopers & Lybrand
● Over
35 years of financial services, risk management, treasury, valuation, and internal audit experience
OTHER
EDUCATION/AFFILIATIONS/CERTIFICATIONS:
● CPA
licensed in New York
● Member
of Risk Management Association
● Board
Member and Treasurer of The Falls Homeowner Association
● B.S.,
Pace University
|
| |
|
| |
|
Juliette
P. Kleffel
EVP,
Chief Banking Officer
|
Age:
52 Tenure:
8 years
SELECT
PRIOR EXPERIENCE:
● EVP
and Community Banking Executive and Central Florida Market President at Seacoast to July 2020
● EVP
and Community Banking Executive at Seacoast from 2017 to 2020
● EVP
and Small Business Banking Sales Leader at Seacoast from October 2014 to January 2017
● 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 of Edgewood Children’s Ranch
● Executive
Board Member/Vice Chairman and Finance Committee member for the Central Florida YMCA
● Lifetime
Director for the West Orange County Chamber of Commerce
● Former
Executive Director of the 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
EVP,
Chief Lending Officer
|
Age:
45 Tenure:
2 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
|
| |
|
SEACOAST BANKING CORPORATION OF FLORIDA
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION & ANALYSIS
Executive
Summary
2022
Performance Considerations
Our
strategic plan for 2022 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 common equity (“ROATE”) as key
indicators that management is on the right path to produce sustainable long-term value. EPS provides a direct link to value
creation at the shareholder level, and ROATE provides a measure of risk-adjusted returns that illustrates the health of the
Company. The CGC determined the amount of annual and long-term incentives to award to our named executive officers
(“NEOs”) for 2022 using a qualitative assessment of management’s performance in 2022 and 2021,
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 2022. The number of long-term incentive awards granted in 2023 will
be based on the scorecard assessment of performance in 2022.
Say
on Pay Results
In
2022, our “Say on Pay” proposal received 91.5% support compared with 98.5% support in 2021; 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
| 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 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.
✔ Require “clawback” provisions for certain incentive-based compensation to ensure accountability.
✔ 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.
|
PROXY STATEMENT 2023
2022
NEO Pay
| ● | Salary
changes for our NEOs in 2022 were made largely to reflect the expansion in the duties
and responsibilities associated with the growth of the Company. Cumulative base salary
for Mr. Shaffer increased 20% in 2022 in connection with his additional duties as Chairman
of the Board and the Company’s transition to a mid-size bank. Ms. Dexter’s
salary increased 7% in recognition of her additional responsibilities of managing our
general services and facilities teams and overseeing the corporate strategy of the Company
in 2022. Salary increases for the remaining NEOs were 4% or less. |
| ● | In
2022, our NEOs received short-term incentives based on Company performance for the year
and the achievement of pre-established individual goals. Awards were also based on the
ongoing achievement of the Company’s strategic plan. |
| ● | In
2022, 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 2025, subject to the
grantee’s continued service. |
| ● | In
2022, our NEOs received awards of time-based Restricted Stock Awards (“RSAs”)
that vest over a three-year period. |
| ● | The
number of PSUs and RSAs granted in 2022 was determined by the CGC based upon the scorecard
assessment of 2021 performance. Any awards granted based upon 2022 scorecard performance
will be granted in 2023. |
Summary
of Compensation Decisions in 2022
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 cash bonuses 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 2022. The following chart illustrates the relative emphasis of each pay element
in relation to TDC, as disclosed in our 2022 Summary Compensation Table (“SCT”),
2022
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 cash bonuses are fully reflective of performance for the year in which they are earned
and long-term incentive awards are fully reflective of performance for the year in which their target award values are determined.
Base
Salary
All
of our NEOs receive a base salary that reflects the CGC’s assessment of the NEO’s skills and value to Seacoast. It
is the CGC’s philosophy to keep salaries within a competitive market range and increase base salaries in response to increases
in the size, scope or complexity of an executive’s job, in connection with a promotion or other forms of recognition that
appropriately reflect value considerations, or to maintain the desired level of internal relative value. For 2022, Mr. Shaffer’s
base salary increased 20% in connection with his additional duties as Chairman of the Board and the Company’s transition
to a mid-size bank, and Ms. Dexter’s base salary increased 7% in recognition of her additional responsibilities of managing
our general services and facilities teams and overseeing the corporate strategy of the Company. Salary increases for the remaining
NEOs were 4% or less. The 2022 annualized base salary actions for our NEOs are summarized in the following table.
SEACOAST BANKING CORPORATION OF FLORIDA
2022
Annualized Base Salary Actions
| Named
Executive Officer |
2021 |
2022 |
%
Change |
| Charles
M. Shaffer |
$600,000 |
$720,000 |
20% |
| Tracey
L. Dexter |
$375,000 |
$400,000 |
7% |
| Joseph
M. Forlenza |
$330,000 |
$340,000 |
3% |
| Juliette
P. Kleffel |
$384,000 |
$400,000 |
4% |
| Austen
D. Carroll* |
-- |
$400,000 |
-- |
*
Mr. Carroll was not previously a Named Executive Officer
Annual
Cash Bonuses
Seacoast
awarded annual cash bonuses to its NEOs in 2023 in recognition of the Company’s annual performance and individual annual
performance of each NEO in 2022.
For
2022 annual cash bonuses, Seacoast established an annual incentive structure that includes both qualitative and quantitative components,
reflecting the individual executive’s performance against pre-established individual goals as well as the Company’s
performance in 2022 relative to peer performance for return on tangible common equity, EPS growth, pre-provision net revenue growth
and Company budgeted EPS. Individual goals covered the implementation of specific qualitative goals related to the Company’s
strategic plan objectives. Actual payout amounts were determined at the discretion of the CGC based on its qualitative assessment
of overall performance, with input from the CEO for the other NEOs.
Equity
Awards
Seacoast’s
equity strategy aligns equity recipients with shareholder interests, supports our retention strategies, and elevates our visibility
and appeal as an employer of choice for highly skilled talent. The following table summarizes the emphasis of our equity strategy
for long-term growth.
Seacoast’s
Equity Strategy
Grant
Cycle |
Type
of
Equity |
Performance
Period / Payout Range /
Vesting Period |
Performance
Objective(s) |
2022
(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 |
PROXY STATEMENT 2023
2022
Performance Stock Unit (“PSU”) Awards
2022
PSUs represent stock-settled incentive awards where payout can vary from 0% to 225% of the target number of shares granted. One-half
of the PSUs will be earned based on Seacoast’s three-year (2022-2024) average annual growth in EPS (“EPS PSUs”)
relative to the peer group described under “Compensation Peer Group”. The remaining one-half of the PSUs will be earned
based on Seacoast’s three-year (2022-2024) average annual return on average tangible common equity (“ROATE PSUs”)
relative to the peer group. PSUs for which performance goals are met will vest on December 31, 2025, subject to the grantee’s
continued service. The CGC selected EPS and ROATE given their importance in our strategic plan and significant influence on our
stock price performance over sustained periods of time. In each case, the number of PSUs actually earned will be determined by
our performance as compared to the peer group performance as approved by the CGC at the time of grant, subject to an absolute
performance payout cap. PSU payouts will be capped at the target in the event that certain absolute EPS and ROATE hurdles are
not met, irrespective of performance relative to the peer group. The PSUs also include a risk-based condition (meet or exceed
minimum requirements for Tier 1 Regulatory Capital) that must be met in order for any portion of the awards to vest. Cash dividend
or dividend equivalents on PSUs awarded to management are accrued from the grant date and paid only if and when the underlying
units become vested and payable.
Time-Based
Restricted Stock Awards (“RSA”)
Our
pay-for-performance stock incentive strategy is balanced with the use of time-based RSAs to enhance holding power, retention and
recruitment, while further aligning the interests of the executives and shareholders. The RSAs granted in 2022 were issued in
recognition of 2021 performance, and vest ratably over a three-year period. Dividends may be payable subject to additional restrictions
as determined by the CGC and reflected in the award agreement, or when the underlying shares are vested.
Overview
of Executive Compensation
Role
of the CGC
The
CGC is responsible for establishing our compensation philosophy and for overseeing our executive compensation policies and programs
generally. As part of this responsibility, the CGC:
| ● | regularly
interacts with our executives in order to make informed decisions on performance, potential,
developmental needs and their value to Seacoast; |
| ● | approves
our executive compensation programs, including construction of our peer group, issuance
of equity awards, and certification of results; |
| ● | evaluates
the performance of the CEO and determines the CEO’s compensation; |
| ● | reviews
the performance of other members of executive management and their compensation adjustments
proposed by the CEO; and |
| ● | assesses
our incentive strategies from a risk perspective, ensuring that earnings opportunities
strike the right balance between risk and reward and that our executives are not motivated
to take excessive risks. |
Role
and Independence of the Compensation Consultant
The
CGC is comprised solely of independent directors and met seven times in 2022. The CGC engaged Alvarez and Marsal, LLC (“A&M”)
as its independent compensation consultant to advise the CGC in 2022. A&M periodically attended CGC meetings, including executive
sessions, and provided information and advice independent of management and, at the direction of the CGC Chair, assisted management
with various activities that support Seacoast’s executive compensation program. The CGC evaluated these considerations pursuant
to SEC and NASDAQ rules and concluded that the engagement of A&M, and the services it provided did not raise any conflict
of interest.
SEACOAST BANKING CORPORATION OF FLORIDA
Compensation
Peer Group
The
CGC relies on market pay data and related research to inform its decision on the construction and expected outcomes of our director
and executive compensation programs. In considering peer group construction, the CGC recognizes that Seacoast competes for executive
talent against a wide variety of financial services organizations that rely on or want to acquire the skill sets that our executives
offer. As a result, the CGC relies substantially on information developed from a size-appropriate, high-performing core bank industry
compensation peer group in its decision process. In terms of assessing the effect of the CGC’s decisions on how we position
pay vis-à-vis market, we rely exclusively on pay and performance data developed using our core bank industry compensation
peer group or, as needed, from the McLagan Regional Bank Survey. The CGC does not identify a specific target level or percentile
of base salary, incentive cash, or stock-based awards for our NEOs. Instead, pay outcomes, which include the target value of stock
awards to be earned for future performance, initially are determined by internal performance and talent considerations. The CGC
then compares contemplated NEO pay actions against market pay levels for reasonableness with the market assessments serving as
key points of reference and validation in the CGC’s process.
In
2022, the peer group was selected from comparable publicly-traded banks with market capitalizations between $1-$6 billion and
total assets $5 billion or more. This determination reflects the CGC’s desire to incorporate an important relative performance
dimension that is critical to our efforts to continue to grow the value of Seacoast. The CGC sees this approach as appropriate
given its expectations for performance and growth.
The
CGC reviews the peer group annually to ensure continued appropriateness, and makes changes when it believes warranted. In 2022,
the CGC removed BancorpSouth Bank, due to its acquisition during the year, and added two banks, ConnectOne Bancorp and Veritex
Holdings, to the prior year’s peer group. Our 2022 Peer Group was comprised of:
| 2022
PEER GROUP |
| Ameris
Bancorp (ABCB) |
FB
Financial Corp.(FBK) |
ServisFirst
Bankshares (SFBS) |
| Atlantic
Union Bankshares (AUB) |
First
BanCorp (FBNC) |
Simmons
First National (SFNC) |
| BancFirst
Corp. (BANF) |
First
Busey Corp (BUSE) |
Tompkins
Financial (TMP) |
| Brookline
Bancorp (BRKL) |
Heritage
Financial (HFWA) |
TowneBank
(TOWN) |
| City
Holding Co. (CHCO) |
Pacific
Premier Bancorp (PPBI) |
Trustmark
Corporation (TRMK) |
| ConnectOne
Bancorp, Inc. (CNOB) |
Renasant
Corp. (RNST) |
United
Community (UCBI) |
| Eagle
Bancorp (EGBN) |
S&T
Bancorp, Inc. (STBA) |
Veritex
Holdings, Inc. (VBTX) |
| Enterprise
Financial (EFSC) |
Sandy
Spring Bancorp (SASR) |
WesBanco
Inc. (WSBC) |
PROXY STATEMENT 2023
Executive
Compensation Framework Highlights
| Structure |
Reasoning |
COMPENSATION
PEER GROUP:
A
comparator group of banks and other financial institutions of similar size, business model and financial performance. |
Our
business model requires us to compete with these companies for executive talent in order to achieve our business objectives
related to growth, innovation and profitability |
COMPENSATION
PHILOSOPHY:
●
No specific target level or percentile of pay relative to comparable positions
●
Pay decisions reflect the performance of the Company and each executive in relation to prior year
pay and performance, planning considerations, and relationship to market pay levels and practices of the peer group
●
Actual pay relative to the market data will vary based on performance in terms of the calibration of total incentive awards
and amounts ultimately earned from our LTIP |
●
Improve pay for performance linkage
●
Align pay with overall value of each individual to Seacoast
●
Ensure reasonableness of pay relative to industry peers and market data
●
Ensure a significant portion of pay is “at-risk”, consistent with philosophy and comparator group practices
● To understand potential payments assuming various Company performance outcomes and understand
how potential performance extremes are reflected in pay, which is a component of our compensation risk assessment |
EQUITY:
●
Mix of time-based and performance-based structure with a long-term emphasis weighted more heavily
toward PSUs (75%)
●
Meaningful stock-based award opportunities “right-sized” for company and individual performance considerations
and needs
●
A substantial portion of TDC for our NEOs delivered as performance-based pay
●
Annual award cycles
●
3-year PSU performance period aligning program design with typical industry practices. A mandatory 12-month
post-performance period vesting requirement on the settlement of any shares earned ensures sensitivity to risk considerations
and additional holding power |
●
PSUs allow for upside in underlying shares, providing direct linkage between potential
award payouts and management’s success at driving earnings growth and improving
returns without inappropriate risk taking
●
RSAs provide a key retentive component to our overall compensation package
●
Provide more compensation contingent upon achievement of performance goals or our stock’s
performance
●
Aligns more closely with shareholder interests
● Continuously recalibrate performance expectations and promote consistent improvement
●
Enhance long-term performance accountability
●
Provide executives with an economic incentive to deliver sustainable results within a risk appropriate framework |
PERFORMANCE
SCORECARDS:
●
Performance scorecards serve as the basis for the target value of equity awards granted in the subsequent year
●
Performance scorecards are also used to consider the annual cash bonus for the performance year |
●
Establish clear expectations for individual goals as well as
link with enterprise-wide growth, return and risk management objectives
●
To understand important context that may impact the evaluation of each executive such as; experience,
skills and scope of responsibilities, individual performance and succession planning |
SEACOAST BANKING CORPORATION OF FLORIDA
2022
EXECUTIVE COMPENSATION ACTIONS
The
CGC and our CEO rely on quantitative and qualitative assessments of the performance of our NEOs and other members of the senior
management team given our accelerated growth, the rapid evolution of business, and the changing demands on our executives. The
assessment process utilizes scorecards that are approved at the start of each year, establishing performance guidelines against
which results are compared at the end of the year. Performance ratings are then developed for each NEO, which are used to inform
the CGC’s decision regarding pay actions. The CGC believes that qualitative assessments of NEO performance for the purpose
of compensation, development and advancement continue to serve the best interests of our shareholders.
Our
CEO works closely with the CGC in establishing executive compensation and overall bonus and incentive payments each year. The
CEO evaluates the performance of each NEO and other senior executives, and, based on these performance evaluations, market compensation
surveys, and other data, he will then make qualitative assessments and recommendations to the CGC. The CEO also presents incentive
compensation payment recommendations for the CGC’s consideration. The CGC evaluates and makes a qualitative assessment of
the CEO’s performance and determines his compensation without the CEO present.
The
number of PSUs and RSAs granted in 2022 was determined based on 2021 performance scorecard evaluations. Equity awards relating
to 2022 performance scorecard evaluations will be granted in 2023. Short-term cash incentives for 2022 were based on 2022 performance
scorecard evaluations and will be paid in 2023.
2022
Pay Outcomes
| |
Charles
M. Shaffer
Chairman & CEO |
Tracey
L. Dexter
EVP & CFO |
Joseph
M. Forlenza
EVP & CRO |
Juliette
P. Kleffel
EVP & CBO |
Austen
D. Carroll
EVP & CLO |
| Base
Salary |
$720,000 |
$400,000 |
$340,000 |
$400,000 |
$400,000 |
| Cash
Incentive (1) |
$1,152,000 |
$480,000 |
$296,000 |
$480,000 |
$480,000 |
| RSA (2) |
$180,000 |
$100,000 |
$62,500 |
$75,000 |
$125,000 |
| PSU
(2) |
$540,000 |
$300,000 |
$187,500 |
$225,000 |
$375,000 |
(1)
Cash incentive paid in 2023 reflective of 2022 performance.
(2)
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 2022 (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 2022 (the “ROATE Units”) are eligible to vest
based on the Company’s Average Annual ROATE for the same performance period, relative to the average ratio of the peer
group. PSUs for which performance goals are met will vest one year following the performance period, subject to the
grantee’s continued service.
Senior
executives are also eligible to receive an annual cash bonus as a component of the executive compensation program based on individual
goals and performance measurements. Overall, annual cash bonuses are calculated based on pre-established target goals, including
Company performance in 2022 relative to peer group performance for return on tangible common equity, earnings per share growth
and pre-provision net revenue growth, with payouts made in 2023 and determined by the CGC’s qualitative assessment of overall
performance.
For
2022, senior executives were assessed on the following performance:
| 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. |
PROXY STATEMENT 2023
| Component |
What
it Measures |
Why
it is Used |
| Short-Term
Incentive |
| Core
ROATE Normalized Growth |
Net
income as a percentage of average shareholders’ equity, excluding intangible assets. |
Indicator of effective
utilization of capital and performance or in comparison to benchmarks for normalized peer average over the fiscal year. |
| Core
EPS Growth |
EPS
is the portion of the Company’s profit allocated to each share of common stock. |
Indicator of profitability
and performance over time or in comparison to benchmarks over the fiscal year. |
| Pre-provision
Net Revenue Growth |
Sum
of net interest income and non-interest income less expenses before adjusting for loss provisions. |
Indicator of profitability
and performance over time, or in comparison to benchmarks over the fiscal year, before the impact of credit provision and
credit losses. |
| Company
Budgeted EPS |
EPS
is the portion of the Company’s profit allocated to each share of common stock. |
Indicator of achievement
of the Company’s budgeted objective of performance over the fiscal year. |
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 2022 awards included the following items.
| Charles
M. Shaffer, Chairman and Chief Executive Officer |
●
Ongoing leadership and contributions to our business strategy and corporate development efforts, including the successful acquisition
and integration of Florida Business Bank, Sabal Palm Bank, Apollo Bank and Drummond Community Bank, and announcement of the acquisition
of Professional Bank
●
Driving talent enhancement and growth across Seacoast’s commercial banking franchise
●
Maintaining strong associate engagement and enterprise-wide alignment with Company culture
●
Delivering significant enhancements to the digital experience of Seacoast customers
●
Consistencies in delivering shareholder value |
| Tracey
L. Dexter, Executive Vice President, Chief Financial Officer |
●
Contributions to enterprise-wide business strategy efforts
●
Building strong relations with shareholders by establishing sound reputation of financial transparency
●
Monitoring of financial planning and analysis and strategy
●
Key role in investment decision-making and prioritizing the support for key projects and teams, including M&A
●
Successfully integrating multiple bank acquisitions in 2022 |
| Joseph
M. Forlenza, Executive Vice President, Chief Risk Officer |
●
Continued contributions to the Company’s enterprise-wide risk management process
●
Improvements in governance, risk, and compliance oversight and reporting
●
Key role in rigorous due diligence of M&A opportunities
●
Additional enhancements to the BSA Program and Third Party Risk Management Program
●
Implementation of enhanced change management processes
●
Maintained regulatory relationships and exam management
●
Identification of risk factors and established long-term tactics to transition to a mid-size bank collaboratively with leadership
across the organization |
| Juliette
P. Kleffel, Executive Vice President, Chief Banking Officer |
●
Substantial year-over-year productivity gains in organizational units
●
Contributions to the enhancement of a competitive digital experience
●
Achievement of record growth in our wealth management line of business
●
Key driver of Seacoast’s balanced growth strategy, delivering growth in new client acquisition, and enhancing client satisfaction
in multiple areas across the enterprise
● Successful
execution of responsibilities across the organization including residential, marine and SBA lending, wealth management and the
Customer Service Center |
| Austen
D. Carroll, Executive Vice President, Chief Lending Officer |
●
Led a transformative year by building out a highly competitive commercial banking team across Florida
●
Contributions to the hiring of key leadership roles to build out middle market segment of the commercial line of business
●
Expansion of key teams in Jacksonville, Naples and West Florida
●
Key driver of Seacoast’s balanced growth strategy
●
Successful collaboration with internal partners to ensure we have adequate support and speed to market
●
Significant enhancements to the Company’s commercial treasury management products and talent |
SEACOAST BANKING CORPORATION OF FLORIDA
Other
Elements of the 2022 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 “2022 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, and make contributions to them, to provide employees with tax-advantaged
savings vehicles and to encourage them to save money for their retirement. The Executive Deferred Compensation Plan is
described under “Executive Compensation–Nonqualified Deferred Compensation.”
In
addition to our retirement programs, we provide employees with welfare benefits, including hospitalization, major medical, disability
and group life insurance plans and paid vacation. We also maintain a Section 125 cafeteria plan that allows our employees to set
aside pre-tax dollars to pay for certain benefits. All of the full-time employees of the Company and the Bank, including the NEOs,
are eligible to participate in the Retirement Savings Plan and our welfare plans, subject to the terms of those plans.
The
Bank provides supplemental disability insurance to certain members of executive management, including the NEOs, in excess of the
maximum benefit of $15,000 per month provided under the group plan for all employees. The supplemental insurance provides a benefit
up to 70% of the executive’s monthly pre-disability income based on the executive’s base salary and annual incentive
compensation not to exceed $17,500. Coverage can be converted and maintained by the individual participant after employment ends.
The benefit may be reduced by income from other sources, and a partial benefit is paid if a disabled participant is able to work
on a part-time basis. In 2022, the Company paid an aggregate of $4,930 for supplemental disability insurance for the NEOs.
The
retirement and employee welfare benefits paid by the Company for the NEOs that are required to be disclosed in this proxy statement
are included in the “Summary Compensation Table,” the “Components of All Other Compensation,” and the
“Nonqualified Deferred Compensation Table,” and are described in the footnotes thereto.
Supplemental
Executive Retirement 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.”
PROXY STATEMENT 2023
Clawback Policy
We
have adopted a Compensation Recoupment Policy to recover incentive compensation from any 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 will be updated in accordance with new SEC and Nasdaq requirements.
Hedging and Pledging
Policy
The Company
has adopted a hedging and pledging policy. The policy prohibits our employees, including our executive officers and directors,
from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in
the market value of our stock, including, without limitation, exchange funds, prepaid variable forward contracts, equity swaps,
puts, calls, collars, forwards or short sales.
In addition,
directors and executive officers are required to obtain advance approval of any pledging of Company shares as collateral for loans,
including holding Company shares in margin accounts. The policy also limits pledging to reasonable purposes (as defined in the
policy) and limits the value of the securities pledged in connection with a loan or other indebtedness to $250,000.
Stock Ownership
Guidelines
The Board has established
stock ownership guidelines for its officers and directors, as described below:
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 |
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.
SEACOAST BANKING CORPORATION OF FLORIDA
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 reflect 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.
| 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
incentive compensation that incorporates a quantitative component based on relative performance for ROTCE, EPS growth and
pre-provision net revenue growth
● PSU
metrics based on three-year average annual growth in EPS and average ROATE compared to peers, which the CGC views as key indicators
of our performance |
| Governance
Considerations |
● PSU
performance period allows for direct and relevant pay and performance comparisons with industry competitors and alternative
investments that share our risk profile
● PSU
program includes two types of goals; PSUs will be earned for growth in average annual EPS, and PSUs will be earned for average
annual ROATE, each compared to peer ratios
● PSU
payouts are capped at target in the event that certain absolute Company performance levels in EPS and ROATE are not met
● No
PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained |
| Risk
Considerations |
● PSUs
for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s
continued service
● In
addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the
net shares received upon vesting for an additional 12 months
● Maintained
service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards
● Maintained
“clawback” provisions for certain incentive-based compensation to ensure accountability |
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 2022, 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 2023 Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and
shall not otherwise be deemed filed under such Acts.
| |
Compensation
and Governance Committee:
H.
Gilbert Culbreth, Jr.
Julie
H. Daum
Maryann
Goebel, Chair
Alvaro
J. Monserrat
|
PROXY STATEMENT 2023
EXECUTIVE
COMPENSATION TABLES
2022 Summary
Compensation Table
The
table below sets forth the elements that comprise total compensation for the NEOs of the Company for the periods indicated.
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 |
2022 |
690,000 |
1,152,000 |
719,972 |
-- |
-- |
207,504 |
55,100 |
2,824,576 |
| Chairman
and Chief |
2021 |
600,000 |
640,000 |
1,449,990 |
-- |
-- |
33,757 |
47,694 |
2,771,441 |
| Executive
Officer |
2020 |
475,000 |
600,000 |
329,973 |
-- |
-- |
-- |
27,425 |
1,432,398 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Tracey
L. Dexter |
2022 |
393,750 |
480,000 |
399,992 |
-- |
-- |
-- |
20,953 |
1,294,695 |
| EVP,
Chief Financial |
2021 |
363,750 |
350,000 |
249,979 |
-- |
-- |
-- |
17,676 |
981,405 |
| Officer |
2020 |
289,949 |
215,000 |
124,972 |
-- |
-- |
-- |
10,689 |
640,610 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Joseph
M. Forlenza |
2022 |
337,500 |
296,000 |
249,996 |
-- |
-- |
-- |
14,842 |
898,338 |
| EVP,
Chief Risk Officer |
2021 |
328,750 |
220,000 |
224,963 |
-- |
-- |
-- |
14,436 |
587,495 |
| |
2020 |
325,000 |
185,000 |
224,978 |
|
|
|
11,939 |
788,149 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Juliette
P. Kleffel |
2022 |
396,000 |
480,000 |
299,994 |
-- |
-- |
-- |
30,410 |
1,206,404 |
| EVP,
Chief Banking |
2021 |
381,750 |
260,000 |
274,959 |
-- |
-- |
-- |
31,787 |
948,496 |
| Officer |
2020 |
375,000 |
250,000 |
349,985 |
|
|
|
19,848 |
994,833 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Austen D. Carroll |
2022 |
391,250 |
480,000 |
499,990 |
-- |
-- |
-- |
32,735 |
1,403,975 |
| EVP,
Chief Lending |
|
|
|
|
|
|
|
|
|
| Officer |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| (1) | Amount
of salary actually received in any year may differ from the annual base salary amount
due to the timing of changes in base salary, which typically occur in April or following
a mid-year promotion. A portion of executive’s base salary included in this number
may have been deferred into the Company’s Executive Deferred Compensation Plan
(“EDCP”), the amounts of which are disclosed in the Nonqualified Deferred
Compensation Table for the applicable year. Executive officers who are also directors
do not receive any additional compensation for services provided as a director. |
| (2) | Represents
the aggregate grant date fair value as of the respective grant date for each award calculated
in accordance with FASB ASC Topic 718. The assumptions made in valuing stock awards reported
in this column are discussed in Note 1 to the Company’s audited financial statements
included in its Annual Report on Form
10-K for the year ended December 31, 2022. Generally, the aggregate grant date fair value is the amount that the company expects
to expense for accounting purposes and does not correspond to the actual value that the named executives will realize from the
award. For additional information regarding such grants, see “Compensation Discussion and Analysis – Summary of Compensation
Decisions in 2022 – Equity Awards.” See also “2022 Grants of Plan-Based Awards”. |
In
2022, each of our NEOs received PSUs and RSAs. With respect to the PSU awards, the grant date fair value included in the table
assumes that target performance is achieved. The grant date value for the PSUs, assuming the highest level of performance will
be achieved, was:
| Name |
Grant
Date Value
Assuming
Target
Performance |
Grant
Date Value
Assuming
Maximum
Performance |
| Charles
M. Shaffer |
$
539,997 |
$
1,214,992 |
| Tracey
L. Dexter |
299,994 |
674,987 |
| Joseph
M. Forlenza |
187,496 |
421,867 |
| Juliette
P. Kleffel |
224,996 |
506,240 |
| Austen D. Carroll |
374,993 |
843,734 |
| (3) | Represents
the change in actuarial present value of Mr. Shaffer’s accumulated benefit under
his Supplemental Executive Retirement Benefit Agreement from the measurement date used
for financial reporting purposes with respect to our audited financial statements for
the prior completed fiscal year to the measurement date used for financial statement
reporting purposes with respect to our audited financial statements for the covered fiscal
year. |
| (4) | Additional
information regarding other compensation is provided in “2022 Components of All
Other Compensation”. |
SEACOAST BANKING CORPORATION OF FLORIDA
2022 Components
Of All Other Compensation
| Name |
Company Paid
Contributions
to Retirement
Savings Plan |
Company Paid
Contributions to
EDCP |
Company Paid
Contributions
to Supplemental
LTD Insurance |
Car Allowance |
Dividends Paid (1) |
Total |
| Charles
M. Shaffer |
$14,426 |
$15,400 |
$1,440 |
$9,000 |
$14,834 |
$55,100 |
| Tracey
L. Dexter |
$15,060 |
$3,550 |
$900 |
-- |
$1,443 |
$20,953 |
| Joseph
M. Forlenza |
$12,100 |
-- |
$792 |
-- |
$1,950 |
$14,842 |
| Juliette
P. Kleffel |
$13,995 |
-- |
$921 |
$9,000 |
$6,494 |
$30,410 |
| Austen
D. Carroll |
$15,700 |
$3,450 |
$876 |
$7,800 |
$4,909 |
$32,735 |
| (1) | Includes
dividends paid on vested equity awards, including RSAs and PSUs in 2022, and unvested
RSAs granted in 2019 paid in 2022 in accordance with award agreements. All other dividends
accumulated on unvested awards will be paid upon vesting. The value of dividends was
not factored into the grant date value of these equity awards. |
2022 Grants Of
Plan-Based Awards
The following table
sets forth certain information concerning plan-based awards granted during 2022 to the NEOs.
| |
|
|
Estimated
Future Payouts Under |
All
Other |
All
Other |
|
|
| |
|
|
Equity
Incentive Plan Awards |
Stock |
Option |
|
|
| |
|
|
|
|
|
Awards: |
Awards: |
Exercise
or |
Grant
Date Fair |
| |
|
|
|
|
|
Number
of |
Number
of |
Base
Price |
Value
of Stock |
| |
|
|
|
|
|
Shares
of |
Securities |
of
Option |
and
Option |
| |
Grant |
Approval |
Threshold |
Target |
Maximum |
Stock
or |
Underlying |
Awards |
Awards
(1) |
| Name |
Date |
Date |
(#) |
(#) |
(#) |
Units
(#) |
Options
(#) |
($/Sh) |
($) |
| Charles
M. Shaffer |
4/1/2022 |
3/22/2022 |
3,931 |
15,725 |
35,381 |
|
-- |
-- |
539,997 |
| 4/1/2022 |
3/22/2022 |
|
|
|
5,241 |
-- |
-- |
179,976 |
| Tracey
L. Dexter |
4/1/2022 |
3/22/2022 |
2,184 |
8,736 |
19,656 |
|
-- |
-- |
299,994 |
| 4/1/2022 |
3/22/2022 |
|
|
|
2,912 |
-- |
-- |
99,998 |
| Joseph
M. Forlenza |
4/1/2022 |
3/22/2022 |
1,365 |
5,460 |
12,285 |
|
-- |
-- |
187,496 |
| 4/1/2022 |
3/22/2022 |
|
|
|
1,820 |
-- |
-- |
62,499 |
| Juliette
P. Kleffel |
4/1/2022 |
3/22/2022 |
1,638 |
6,552 |
14,742 |
|
-- |
-- |
224,996 |
| 4/1/2022 |
3/22/2022 |
|
|
|
2,184 |
-- |
-- |
74,999 |
| Austen
D. Carroll |
4/1/2022 |
3/22/2022 |
2,730 |
10,920 |
24,750 |
|
-- |
-- |
374,993 |
| 4/1/2022 |
3/22/2022 |
|
|
|
3,640 |
-- |
-- |
124,998 |
| (1) | Represents
the aggregate grant date fair value as of the respective grant date for each award, calculated
in accordance with FASB ASC Topic 718. The grant date fair value assumes that the target
performance is achieved. The assumptions made in valuing stock awards reported in this
column are discussed in Note 1 to the Company’s audited financial statements included
in its Annual Report on Form 10-K for the year ended December 31, 2022. |
PROXY STATEMENT 2023
Outstanding
Equity Awards at Fiscal Year End 2022
The
following table sets forth certain information concerning outstanding equity awards held by the NEOs on December 31, 2022.
|
Option
Awards |
Stock
Awards |
| Name |
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1) |
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable |
Option
Exercise
Price
($) |
Option
Expiration
Date |
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(2)
(#) |
Market
Value of
Shares or Units of
Stock
That Have
Not
Vested (3)
($) |
Equity incentive plan
awards:
number of
unearned
shares,
units
or other rights
that
have not vested
(#) |
Equity
incentive plan awards:
market
or payout value of
unearned shares, units or other
rights
that have not
vested
(3)
($) |
|
2,400 |
-- |
11.00 |
06/28/2023 |
|
|
|
|
|
25,000 |
-- |
10.54 |
04/29/2024 |
|
|
|
|
|
21,255 |
-- |
14.82 |
02/28/2024 |
|
|
|
|
|
28,544 |
-- |
28.69 |
04/01/2027 |
|
|
|
|
| C.
Shaffer |
18,952 |
-- |
31.15 |
04/01/2028 |
|
|
|
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
1,574(4) |
49,093 |
13,888(7) |
433,167 |
|
|
|
|
|
18,346(5) |
572,212 |
12,322(8) |
384,323 |
|
|
|
|
|
5,241(6) |
163,467 |
15,725(9) |
490,463 |
| T.
Dexter |
2,842 |
-- |
31.15 |
04/01/2028 |
|
|
|
|
|
|
|
|
597(4) |
18,620 |
5,260(7) |
164,059 |
|
|
|
|
1,147(5) |
35,775 |
5,134(8) |
160,129 |
|
|
|
|
2,912(6) |
90,825 |
8,736(9) |
272,476 |
| J.
Forlenza |
12,635 |
-- |
31.15 |
04/01/2028 |
|
|
|
|
|
|
|
|
1,074(4) |
33,498 |
9,469(7) |
295,338 |
|
|
|
|
1,032(5) |
32,188 |
4,620(8) |
144,098 |
|
|
|
|
1,820(6) |
56,766 |
5,460(9) |
170,297 |
|
5,253 |
-- |
15.99 |
03/31/2024 |
|
|
|
|
|
18,078 |
-- |
28.69 |
04/01/2027 |
|
|
|
|
|
12,635 |
-- |
31.15 |
04/01/2028 |
|
|
|
|
| J.
Kleffel |
|
|
|
|
6,678(4) |
208,287 |
-- |
-- |
|
|
|
|
|
1,261(5) |
39,331 |
5,647(8) |
176,130 |
|
|
|
|
|
2,184(6) |
68,119 |
6,552(9) |
204,357 |
| A.
Carroll |
|
|
|
|
4,405(4) |
137,392 |
-- |
-- |
|
|
|
|
1,147(5) |
35,775 |
5,134(8) |
160,129 |
|
|
|
|
3,640(6) |
113,532 |
10,920(9) |
340,595 |
|
|
|
|
|
|
|
|
| (1) | Represents
option to purchase fully vested common stock, as long as named executive officer remains
employed by the Company. |
| (2) | During
the vesting period, the named executive officer has full voting and dividend rights with
respect to the restricted stock, but does not have dividend rights with respect to the
PSUs until vested. |
| (3) | For
the purposes of this table, the market value is determined using the closing price of
the Company’s common stock on December 31, 2022 ($31.19). |
| (4) | Represents
time-vested restricted stock awards granted on December 30, 2020, of which the remaining
shares will, as long as named executive officer remains employed by the Company, vest
on December 30, 2023. |
| (5) | Represents
time-vested RSAs granted on April 1, 2021, of which one-third of the shares vested on
April 1, 2022, one-third will vest on April 1, 2023, and the remaining shares will, as
long as named executive officer remains employed by the Company, vest on April 1, 2024. |
| (6) | Represents
time-vested restricted stock awards granted on April 1, 2022, of which one-third of the
shares will vest, as long as named executive officer remains employed by the Company,
each on April 1, 2023, April 1, 2024 and April 1, 2025. |
| (7) | Represents
PSUs granted on December 30, 2020, representing the named executive officer’s right
to earn, on a one-for-one basis, shares of common stock, subject to performance requirements
over a period ending December 31, 2022 and additional service through December 31, 2023. |
| (8) | Represents
performance-vesting restricted stock units granted on April 1, 2021, representing the
named executive officer’s right to earn, on a one-for-one basis, shares of common
stock, subject to performance requirements over a period ending December 31, 2023 and
additional service through December 31, 2024. |
| (9) | Represents
PSUs granted on April 1, 2022, representing the named executive officer’s right
to earn, on a one-for-one basis, shares of common stock, subject to performance requirements
over a period ending December 31, 2024 and additional service through December 31, 2025. |
The
awards are more fully described under “Equity Awards–2022 Performance Share Unit (“PSU”) Awards”.
SEACOAST BANKING CORPORATION OF FLORIDA
2022 Option Exercises and Stock Vested
The following table reports the exercise
of stock options, and the vesting of stock awards or similar instruments during 2022, for the NEOs and the value of the gains realized
on vesting.
| |
Option
Awards |
Stock
Awards |
| Name |
Number
of Shares Acquired
on Exercise (#) |
Value
Realized on
Exercise ($) |
Number
of Shares
Acquired on Vesting (#) |
Value
Realized on
Vesting ($) |
| Charles
M. Shaffer |
8,100 |
$162,081 |
22,545 |
$736,455 |
| Tracey
L. Dexter |
-- |
-- |
3,407 |
$111,808 |
| Joseph
M. Forlenza |
-- |
-- |
8,288 |
$263,382 |
| Juliette
P. Kleffel |
-- |
-- |
15,338 |
$500,764 |
| Austen
D. Carroll |
-- |
-- |
4,838 |
$163,017 |
Supplemental Executive Retirement Plan
(“SERP”)
The
Company sponsors a SERP that is an unfunded nonqualified deferred compensation arrangement maintained primarily to provide supplemental
retirement benefits for the CEO, who is a member of executive management and a highly compensated employee of the Company. Additional
information regarding Mr. Shaffer’s SERP Agreement is provided in the “Employment and Change in Control Agreements”
section.
On
December 10, 2021, the Company and the Bank entered into a SERP Agreement with Mr. Shaffer. Pursuant to the SERP, upon Mr. Shaffer’s
termination of service after attaining normal retirement age (age 67), he will receive an annual benefit in the amount of $350,000
payable in equal monthly installments and continuing for 20 years.
In
the event of disability prior to normal retirement age, Mr. Shaffer will receive an amount equal to the SERP liability accrued
by the under GAAP (the “Accrued Benefit”), calculated by applying a discount rate equal to the Moody’s “A”
rated corporate bond rate (the “Discount Rate”), payable over 20 years following the normal retirement age. In the
event of death or a change in control, Mr. Shaffer or his beneficiary will receive a lump sum benefit equal to the present value
of the normal retirement benefit, discounted back from the normal retirement age to the date of death or the date of the change
in control.
If
Mr. Shaffer is terminated without cause prior to the normal retirement date, he will receive the Accrued Benefit, determined as
of the end of the year preceding the date of separation, and interest will be credited on the Accrued Benefit until the final
payment is made at a rate equal to the Discount Rate in effect at the time of the separation. This early involuntary termination
benefit would be paid over 20 years following the normal retirement age. If Mr. Shaffer’s early termination is voluntary,
the Accrued Benefit will not be credited with interest and will be reduced by a vesting percentage if such voluntary termination
occurs prior to December 31, 2030. The vesting percentage is 10% for voluntary separations per year through December 31, 2030.
This early voluntary termination benefit would be paid over 20 years following the normal retirement age.
In
the event that Mr. Shaffer breaches any non-competition, non-hire, non-solicitation, non-disparagement or confidentiality obligations
he has to the company or any of its affiliates pursuant to his Employment Agreement, he will immediately forfeit any non-distributed
SERP benefits. In addition, Mr. Shaffer will not be entitled to any SERP benefits if his service is terminated for cause (as defined
in the SERP) or if an insurance company which issued a life insurance policy owned by the Company or the Bank and covering Mr.
Shaffer, denies coverage for material misstatements of fact made by him on an application for life insurance.
2022 Pension Benefits
The
following table provides information regarding retirement benefits at December 31, 2022.
| Name |
Plan
Name |
Number
of Years
Credited
Service
(#)
(1) |
Present
Value of
Accumulated
Benefit
($)
(2) |
Payments
During Last
Fiscal
Year
($) |
| Charles M. Shaffer |
SERP
Agreement |
2 |
224,513 |
-- |
| Tracey L. Dexter |
-- |
-- |
-- |
-- |
| Joseph M. Forlenza |
-- |
-- |
-- |
-- |
| Juliette P. Kleffel |
-- |
-- |
-- |
-- |
| Austen D. Carroll |
-- |
-- |
-- |
-- |
| (1) | The
number of years credited service began on the date of the SERP Agreement dated December
10, 2021. |
| (2) | The
present value of accumulated benefit represents the current liability included in the Company’s accounting records for Mr. Shaffer
under his SERP Agreement. The Company accounts for the SERP in accordance with ASC-710-10 Accounting for Post-Retirement Benefits Other
Than Pensions. The present value was calculated using a discount rate of 3.04% and assuming Mr. Shaffer will be paid the normal retirement benefit for
twenty years in equal monthly installments beginning the month following normal retirement age. |
| | |
PROXY STATEMENT 2023
Executive Deferred Compensation Plan
The
Bank’s Executive Deferred Compensation Plan (“EDCP”) is designed to permit a select group of management and
highly compensated employees, including the NEOs, to elect to defer a portion of their compensation until their separation from
service with the Company, and to receive matching and other Company contributions that are precluded under the Company’s
Retirement Savings Plan as a result of limitations imposed under ERISA.
The
EDCP was also amended and restated in 2022 to reflect additional participant options to the plan as follows:
| ● | contributions
and investment gains or losses that were earned and vested on or before December 31,
2004, and any subsequent investment gains or losses thereon (the “Grandfathered
Benefits”); and |
| ● | contributions
and earnings that were earned and vested after December 31, 2004 (the “Non-Grandfathered
Benefits”). |
The
Executive Deferred Compensation Plan was also amended and restated in 2022 to reflect additional participant options to the plan
as follows:
| ● | post-employment
payment options of distribution timing and form for payment, including allowing for payments
via lump sum or in installments after the executive’s death, at a specified date
(for future deferrals), and/or upon a Change in Control; and |
| ● | subsequent
deferral option |
A
participant’s elective deferrals to the EDCP are immediately vested. The Company contributions to the EDCP vest at the rate
of 25 percent for each year of service the participant has accrued under the Retirement Savings Plan, with full vesting after
four years of service. If a participant would become immediately vested in his Company contributions under the Retirement Savings
Plan for any reason (such as death, disability, or retirement on or after age 55), then he would also become immediately vested
in his account balance held in the EDCP.
Each
participant directs how his or her account in the EDCP is presumably invested among the available investment vehicle options.
The plan’s investment options are reviewed and selected annually by a committee appointed by the Board of Directors of the
Company to administer the plan. The plan committee may appoint other persons or entities to assist it in its functions. No earnings
or dividends paid under the EDCP are above-market or preferential.
All
amounts paid under the plan are paid in cash from the general assets of the Company, either directly by the Company or via a “rabbi
trust” the Company has established in connection with the plan. Nothing contained in the plan creates a trust or fiduciary
relationship of any kind between the Company and a participant, beneficiary or other person having a claim to payments under the
plan. A participant or beneficiary does not have an interest in his plan account that is greater than that of an unsecured creditor.
Upon
a participant’s separation from service with the Company, he or she will receive the balance of his or her account in
cash in one of the following three forms specified by the participant at the time of initial deferral election, or a
subsequent permitted amendment:
| ● | monthly
installments over a period not to exceed five years; or |
| ● | a
combination of an initial lump sum of a specified dollar amount and the remainder in
monthly installments over a period not to exceed five (5) years. |
A
participant may change his or her existing distribution election relating to Non-Grandfathered Benefits only in very limited
circumstances. Upon death of the participant, any balance in his or her account will be paid in a lump sum to his or her designated
beneficiary or to his or her estate.
2022
Nonqualified Deferred Compensation
The
following table discloses, for each of the NEOs, contributions, earnings and balances during 2022 under the EDCP, described above.
| Name |
Executive
Contributions
in Last Fiscal
Year
($) |
Registrant
Contributions
in
Last
Fiscal Year
($)
(1) |
Aggregate
Earnings/
Losses
in Last
Fiscal
Year
($)
(2) |
Aggregate
Withdrawals/
Distributions
($) |
Aggregate
Balance
at
Last Fiscal
Year
End
($) |
| Charles M. Shaffer |
83,880 |
15,400 |
(60,103) |
-- |
335,552(3) |
| Tracey L. Dexter |
98,437 |
3,550 |
(55,976) |
-- |
235,573(4) |
| Joseph M. Forlenza |
-- |
-- |
-- |
-- |
-- |
| Juliette P. Kleffel |
-- |
-- |
-- |
-- |
-- |
| Austen D. Carroll |
3,984 |
3,450 |
(8,411) |
-- |
30,937 |
| (1) | Total amount included in
the All Other Compensation column of the Summary Compensation Table. |
| (2) | None of the earnings or
dividends paid under the EDCP are above-market or preferential. |
| (3) | Includes $46,150 contributed
by the Company, which was included in the Summary Compensation Table for previous years. |
| (4) | Includes $6,500 contributed
by the Company, which was included in the Summary Compensation Table for previous years. |
SEACOAST BANKING CORPORATION OF FLORIDA
Employment and Change in Control Agreements
The Company and the Bank currently
maintain employment and change in control agreements with certain executive officers of the Company, the terms of which are described
in more detail below.
Employment Agreement with CEO Shaffer
On December 31, 2020, the Company and
the Bank entered into an employment agreement with Mr. Shaffer. The employment agreement replaced the previous change of control
agreement between these parties dated September 21, 2016. Under the agreement terms, Mr. Shaffer shall serve as the Company’s
President and Chief Executive Officer and a member of the Board of Directors for Seacoast and the Bank effective January 1, 2021.
The agreement extends Mr. Shaffer’s employment under the agreement terms for a term of three years and continuing until December
31, 2023 and provides for automatic one year extensions unless expressly not renewed.
Under the agreement, Mr. Shaffer receives
a base salary, medical, long-term disability and life insurance in accordance with the Bank’s insurance plans for senior
management, as well as a car allowance and any other perquisites that are approved by the Board. Mr. Shaffer may also receive other
compensation including bonuses, and he will be entitled to participate in all current and future employee benefit plans and arrangements
in which senior management of the Bank may participate. In addition, the agreement contains certain non-competition, non-disclosure
and non-solicitation covenants.
Under the agreement, if Mr. Shaffer
is terminated for “cause”, or resigns without “good reason,” as defined in the agreement, he will receive
payment of his base salary and unused vacation through the date of termination, and any unreimbursed expenses (collectively, the
“Accrued Obligations”). The employment agreement also contains provisions for termination upon Mr. Shaffer’s
death or permanent disability.
If Mr. Shaffer resigns for “good
reason” or is terminated “without cause” prior to a change in control, he will receive: 1) the Accrued Obligations;
and 2) upon execution of a release of all claims against the Company, severance of: a) two times the sum of his base salary in
effect on the date of separation, and the highest bonus earned by Mr. Shaffer for the previous three full fiscal years (“Cash
Bonus”) payable over a period of 24 months, and b) continuing group medical, dental, vision and prescription drug plan benefits
(“Continuing Benefits”) for two years. If Mr. Shaffer resigns for “good reason” or is terminated “without
cause”, within twelve months following a change in control (as defined in the agreement), he will receive: 1) the Accumulated
Obligations; and 2) upon execution of a release of all claims against the Company, severance of: a) three times the sum of his
base salary in effect on the date of separation, and the Cash Bonus payable in a lump sum, and b) Continuing Benefits for 36 months.
In addition, under
the agreement, Mr. Shaffer is subject to the Company’s policies applicable to executives generally, including its policies
relating to claw-back of compensation. For a further discussion of the payments and benefits to which Mr. Shaffer would be entitled
upon termination of his employment at December 31, 2022 see “2022 Other Potential Post-Employment Payments.”
Employment Agreement with Chief Banking
Officer Kleffel
On April 19, 2021, the Company and
the Bank entered into an employment agreement with Ms. Kleffel. The employment agreement replaced the previous change of control
agreement between these parties dated April 6, 2016. Under the agreement terms, Ms. Kleffel shall serve as the Chief Banking Officer
for Seacoast and the Bank. The agreement extends Ms. Kleffel’s employment under the agreement terms for a term of two years
and provides for an automatic one year renewal.
Under the agreement, Ms. Kleffel receives
a base salary, medical, long-term disability and life insurance in accordance with the Bank’s insurance plans for senior
management, as well as a car allowance and any other perquisites that are approved by the Board. Ms. Kleffel may also receive other
compensation including bonuses, and she will be entitled to participate in all current and future employee benefit plans and arrangements
in which senior management of the Bank may participate. In addition, the agreement contains certain non-competition, non-disclosure
and non-solicitation covenants.
Under the agreement, if Ms. Kleffel
is terminated for “cause”, or resigns without “good reason,” as defined in the agreement, she will receive
payment of her base salary and unused vacation through the date of termination, and any unreimbursed expenses (collectively, the
“Accrued Obligations”). The employment agreement also contains provisions for termination upon Ms. Kleffel’s
death or permanent disability.
If Ms. Kleffel resigns for “good
reason” or is terminated “without cause” prior to a change in control, she will receive: 1) the Accrued Obligations;
and 2) upon execution of a release of all claims against the Company, severance of: a) one times the sum of her base salary in
effect on the date of separation, paid over a 12-month period, and b) continuing group medical, dental, vision and prescription
drug plan benefits (“Continuing Benefits”) for one year. If Ms. Kleffel resigns for “good reason” or is
terminated “without cause”, within twelve months following a change in control (as defined in the agreement), she will
receive: 1) the Accumulated Obligations; and 2) upon execution of a release of all claims against the Company, severance of: a)
two times the sum of her base salary in effect on the date of separation, and two times average annual performance bonus for the
last two full fiscal years in a lump sum, and b) Continuing Benefits for 18 months.
In addition, under
the agreement, Ms. Kleffel is subject to the Company’s policies applicable to executives generally, including its policies
relating to claw-back of compensation. For a further discussion of the payments and benefits to which Ms. Kleffel would be entitled
upon termination of her employment at December 31, 2022 see “2022 Other Potential Post-Employment Payments.”
PROXY STATEMENT 2023
Employment Agreement with Chief Lending Officer
Carroll
On April 10, 2021, the Company and the
Bank entered into an employment agreement with Mr. Carroll. The employment agreement replaced the previous change of control agreement
between these parties dated July 27, 2020. Under the agreement terms, Mr. Carroll shall serve as the Chief Lending Officer for
Seacoast and the Bank. The agreement extends Mr. Carroll’s employment under the agreement terms for a term of two years and
provides for an automatic one year renewal.
Under the agreement, Mr. Carroll receives
a base salary, medical, long-term disability and life insurance in accordance with the Bank’s insurance plans for senior
management, as well as a car allowance and any other perquisites that are approved by the Board. Mr. Carroll may also receive other
compensation including bonuses, and he will be entitled to participate in all current and future employee benefit plans and arrangements
in which senior management of the Bank may participate. In addition, the agreement contains certain non-competition, non-disclosure
and non-solicitation covenants.
Under the agreement, if Mr. Carroll is
terminated for “cause”, or resigns without “good reason,” as defined in the agreement, he will receive
payment of his base salary and unused vacation through the date of termination, and any unreimbursed expenses (collectively, the
“Accrued Obligations”). The employment agreement also contains provisions for termination upon Mr. Carroll’s
death or permanent disability.
If Mr. Carroll resigns for “good
reason” or is terminated “without cause” prior to a change in control, he will receive: 1) the Accrued Obligations;
and 2) upon execution of a release of all claims against the Company, severance of: a) one times the sum of his base salary in
effect on the date of separation, paid over a 12-month period, and b) continuing group medical, dental, vision and prescription
drug plan benefits (“Continuing Benefits”) for one year. If Mr. Carroll resigns for “good reason” or is
terminated “without cause”, within twelve months following a change in control (as defined in the agreement), he will
receive: 1) the Accumulated Obligations; and 2) upon execution of a release of all claims against the Company, severance of: a)
two times the sum of his base salary in effect on the date of separation, and two times average annual performance bonus for the
last two full fiscal years in a lump sum, and b) Continuing Benefits for 18 months.
In addition, under the agreement,
Mr. Carroll is subject to the Company’s policies applicable to executives generally, including its policies relating to claw-back
of compensation. For a further discussion of the payments and benefits to which Mr. Carroll would be entitled upon termination
of his employment at December 31, 2022 see “2022 Other Potential Post-Employment Payments.”
Change in Control Agreements with Other Named
Executive Officers
The Company entered into change in control
employment agreements with Mr. Forlenza on March 30, 2017 and Ms. Dexter on January 20, 2021 (each referred to as the “Executive”
or by name).
Each agreement has an initial term of
one year and provides for automatic one-year extensions unless expressly not renewed. A change in control, as defined in the agreement,
must occur during the term in order to trigger the agreement. The agreement provides that, once a change in control has occurred,
the Company agrees to continue the employment of the Executive subject to the contract for a one-year period, in a comparable position
as the Executive held in the 120-day period prior to the change in control, and with the same annual base pay and target bonus
opportunity. If the Executive is terminated “without cause” or resigns for “good reason,” as defined in
the agreement, during the one-year period following a change in control, the Executive will receive:
| ● | cash
severance equal to a multiple of one of the sum of (i) Executive’s Annual Base
Salary at the rate in effect on the date of termination, and (ii) the Executive’s
average annual performance bonus for the last three full fiscal years prior to the date
of termination (“Executive’s Average Annual Performance Bonus”); |
| ● | a
prorated final year bonus, based on the Executive’s Average Annual Performance
Bonus; and |
| ● | health
and other welfare benefits, as defined in the agreement, for a period of 12 months following
termination. |
The Executive is required to execute
a release of claims as a condition to receipt of severance under the Change in Control Agreement and is subject to protective covenants
prohibiting the disclosure and use of the Company’s confidential information and, during the one-year period following a
termination by the company for any reason other than for death or disability, or by the Executive for Good Reason, protective covenants
regarding non-competition, non-solicitation of protected customers; non-solicitation of employees, and non-disparagement of the
Company or its directors, officers, employees or affiliates.
SEACOAST BANKING CORPORATION OF FLORIDA
2022
Other Potential Post-Employment Payments
The
following table quantifies, for each of the NEOs, the potential post-employment payments under the provisions and agreements described
above under “Employment and Change in Control Agreements,” assuming that the triggering event occurred on December
31, 2022. The closing market price of the Company’s common stock on that date was $31.19 per share. None of the NEOs would
be eligible for any of these payments if they were terminated for Cause or resign without Good Reason.
| Name |
Severance
Term
(in years)
(#) |
Cash
Severance
($) |
Value
of
Other
Annual
Benefits
($) |
Total
Value of
Outstanding
Stock Awards that
Immediately Vest
($) |
Total
Value of
Benefit
($) |
| Charles
M. Shaffer |
|
|
|
|
|
| Upon
Termination without Cause or with Resignation for Good Reason (1) |
2 |
3,242,171 |
5,080 |
-- |
3,247,251 |
| Upon
Death (1) |
2 |
6,693,504 |
5,080 |
2,092,724(4) |
8,791,308 |
| Upon
Disability (1) |
2 |
1,647,505 |
5,080 |
2,092,724(4) |
3,745,309 |
| Upon
Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (1) |
3 |
7,145,228 |
7,620 |
2,092,724(4) |
9,245,572 |
| Upon
Change-in-Control where Award is not assumed by surviving entity |
-- |
2,593,228 |
-- |
2,092,724(4) |
4,685,952 |
| Upon
Change-in-Control where Award assumed by surviving entity |
-- |
2,593,228 |
-- |
--(4) |
2,593,288 |
| Tracey
L. Dexter |
|
|
|
|
|
| Upon
Death or Disability |
-- |
-- |
-- |
741,885(4) |
741,885 |
| Upon
Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5) |
1 |
1,096,667 |
1,892 |
741,885 |
1,840,444 |
| Upon
Change-in-Control where Award is not assumed by surviving entity |
-- |
-- |
-- |
741,885(4) |
741,885 |
| Upon
Change-in-Control where Award assumed by surviving entity |
-- |
-- |
-- |
--(4) |
-- |
| Joseph
M. Forlenza |
|
|
|
|
|
| Upon
Death or Disability |
-- |
-- |
-- |
732,185(4) |
732,185 |
| Upon
Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5) |
1 |
797,333 |
2,021 |
732,185 |
1,531,540 |
| Upon
Change-in-Control where Award is not assumed by surviving entity |
-- |
-- |
-- |
732,185(4) |
732,185 |
| Upon
Change-in-Control where Award assumed by surviving entity |
-- |
-- |
-- |
--(4) |
-- |
| Juliette
P. Kleffel |
|
|
|
|
|
| Upon
Termination without Cause or with Resignation for Good Reason (2) |
1 |
400,000 |
2,021 |
-- |
402,021 |
| Upon
Death or Disability (2) |
-- |
480,000(6) |
-- |
696,223(4) |
1,176,223 |
| Upon
Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (2) |
2 |
1,540,000 |
3,032 |
696,223 |
2,239,255 |
| Upon
Change-in-Control where Award is not assumed by surviving entity |
-- |
-- |
-- |
696,223(4) |
696,223 |
| Upon
Change-in-Control where Award assumed by surviving entity |
-- |
-- |
-- |
--(4) |
-- |
| Austen
D. Carroll |
|
|
|
|
|
| Upon
Termination without Cause or with Resignation for Good Reason (3) |
1 |
400,000 |
1,976 |
-- |
401,976 |
| Upon
Death or Disability (3) |
-- |
480,000(6) |
-- |
787,423(4) |
1,267,423 |
| Upon
Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (3) |
2 |
1,505,000 |
1,976 |
787,423 |
2,294,399 |
| Upon
Change-in-Control where Award is not assumed by surviving entity |
-- |
-- |
-- |
787,423(4) |
787,423 |
| Upon
Change-in-Control where Award assumed by surviving entity |
-- |
-- |
-- |
--(4) |
-- |
PROXY STATEMENT 2023
| (1) | As
provided for in Mr. Shaffer’s employment agreement, the Bank would continue to
pay to Mr. Shaffer or his estate or beneficiaries his annual base salary, including any
other cash compensation to which he would be entitled at termination date, for the Severance
Term indicated. In addition, the Bank would continue to pay the insurance premium for
Mr. Shaffer, his spouse and eligible dependents for continued participation in any group
medical, dental, vision and/or prescription drug plan benefits (including any excess
COBRA cost of coverage) for the Severance Term indicated or until his earlier death.
In the case of termination without cause or resignation for good reason, Mr. Shaffer’s
severance for the Severance Term indicated also would include an amount equal to his
average annual bonus for the previous three full fiscal years. In the case of termination
without cause or resignation for good reason within twelve months following a change
in control, severance payments would be made in a lump sum. |
| (2) | As
provided for in Ms. Kleffel’s employment agreement, the Bank would continue to
pay to Ms. Kleffel or her estate or beneficiaries her annual base salary, including any
other cash compensation to which she would be entitled at termination date, for the period
indicated under the Severance Term. In addition, the Bank would continue to pay the insurance
premium for Ms. Kleffel, her spouse and eligible dependents for continued participation
in any group medical, dental, vision and/or prescription drug plan benefits (including
any excess COBRA cost of coverage) for the Term indicated or, if earlier, until she becomes
eligible for similar coverage from another employer. In the case of termination without
cause or resignation for good reason within twelve months following a change in control,
Ms. Kleffel’s severance for the Severance Term would be made in a lump sum and
also would include an amount equal to her average annual bonus for the previous two full
fiscal years, and the Bank would continue to pay the insurance premium for Ms. Kleffel,
her spouse and eligible dependents for continued participation in the Company’s
group medical, dental, vision and/or prescription drug plans (including any excess COBRA
cost of coverage) for a period of 18 months or, if earlier, until she becomes eligible
for similar coverage from another employer. |
| (3) | As
provided for in Mr. Carroll’s employment agreement, the Bank would continue to
pay to Mr. Carroll or his estate or beneficiaries his annual base salary, including any
other cash compensation to which he would be entitled at termination date, for the period
indicated under the Severance Term. In addition, the Bank would continue to pay the insurance
premium for Mr. Carroll, his spouse and eligible dependents for continued participation
in any group medical, dental, vision and/or prescription drug plan benefits (including
any excess COBRA cost of coverage) for the Severance Term indicated or, if earlier, until
he becomes eligible for similar coverage from another employer. In the case of termination
without cause or resignation for good reason within twelve months following a change
in control, Mr. Carroll’s severance for the Term would be made in a lump sum and
also would include an amount equal to his average annual bonus for the previous two full
fiscal years, and the Bank would continue to pay the insurance premium for Mr. Carroll,
his spouse and eligible dependents for continued participation in the Company’s
group medical, dental, vision and/or prescription drug plans (including any excess COBRA
cost of coverage) for a period of 18 months or, if earlier, until he becomes eligible
for similar coverage from another employer. |
| (4) | As
provided for in the award document or the plan. There is no vesting of equity in a change
in control if the award is assumed by the surviving entity or otherwise equitably converted
or substituted. |
| (5) | As
provided for change in control agreement, the Company shall pay the executive officer
in a lump sum in cash within thirty (30) days after the date of termination the aggregate
of: (i) cash severance equal to a multiple one of the sum of (i) Executive’s Annual
Base Salary at the rate in effect on the date of termination, and (ii) the Executive’s
average annual performance bonus for the last three full fiscal years prior to the date
of termination (“Executive’s Average Annual Performance Bonus”), and
(ii) a prorated final year bonus, based on the Executive’s Average Annual Performance
Bonus. In addition, if the Executive elects to continue participation in the Company’s
group medical, dental, vision and/or prescription drug plans, the Company will pay the
Executive a cash payment equal to the COBRA cost of such coverage over the normal employee
cost, for a period of twelve months or, if earlier, until the Executive becomes eligible
for similar coverage from another employer. If the executive officer’s employment
is terminated by reason of death, disability, retirement or for cause within the term
indicated following a change in control, no further payment is owed to the executive
except for accrued obligations, such as earned but unpaid salary and bonus. |
| (6) | Cash
severance includes pro-rata bonus earned in fiscal year in which termination date occurs. |
SEACOAST BANKING CORPORATION OF FLORIDA
2022
PAY VERSUS PERFORMANCE
As
required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information
about the relationship between executive compensation actually paid and certain company financial performance metrics. For further
information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance,
refer to the “Compensation Discussion and Analysis” Section.
The
following table provides information showing the relationship during 2022, 2021 and 2020 between (1) executive “compensation
actually paid” or (“CAP”) (as defined by SEC rule and further described below) to (a) each person serving as our
principal executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to
below as other NEOs), on an average basis, and (2) the company’s financial performance. The company’s selected
performance measures included in the chart below is EPS Growth and ROTCE, as adjusted, as described in the Compensation Discussion
and Analysis section. Information presented in this section will not be deemed to be incorporated by reference into any of our
filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this
section.
| | | | Average
Summary | Average | Value of Initial Fixed $100
Investment Based on: | | | |
| Year | Summary
Compensation
Table Total
for PEO (1) ($) | Compensation
Actually
Paid
to PEO (2)(3)
($) | Compensation
Table Total for
Non-PEO
NEOs (1)
($) | Compensation
Actually Paid
to Non-PEO
NEOs (2)(3)
($) | Total
Shareholder
Return
($) | Peer Group
Total
Shareholder
Return (3)
($) | Net
Income (5)
(in millions)
($) | Adjusted
EPS
Growth (6)
(%) | Adjusted
ROTCE (6)
(%) |
| | Shaffer | Hudson | Shaffer | Hudson | | | | | | | |
| 2022 | 2,824,576 | -- | 2,295,871 | -- | 1,200,853 | 1,090,130 | 106.27 | 120.89 | 106.51 | (10.17) | 12.86 |
| 2021 | 2,771,441 | -- | 2,934,032 | -- | 1,089,511 | 1,305,908 | 117.16 | 129.35 | 124.40 | 43.04 | 13.97 |
| 2020 | -- | 2,033,703 | -- | 2,235,460 | 953,690 | 1,022,279 | 96.34 | 91.58 | 77.76 | (17.92) | 10.93 |
| (1) | Charles M. Shaffer served as our CEO for 2022 and 2021. Dennis S. Hudson, III served as CEO for 2020. The other NEOs for each year reported are as follows:
2022 –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 cost or prior service
cost for the relevant years. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due
to a failure to meet vesting conditions during the relevant years and no awards were both granted and vested in the same year. The following
table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages
for the named executive officers other than the PEO): |
| (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 RSU 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 RSU awards above except year-end and vesting date values are multiplied
by the probability of achievement as of each such date. The estimated probability of achievement
of the 2019 PSUs was 100% at fiscal year end (“FYE”) 2019, 100% at FYE 2020,
125% at FYE 2021, and 111% at vesting in 2022. The estimated probability of achievement of
the 2020 PSUs was 100% at FYE 2020, FYE 2021, and FYE 2022. The estimated probability of
achievement of the 2021 PSUs was 100% at FYE 2021 and FYE 2022. The estimated probability
of achievement of the 2022 PSUs was 100% at FYE 2022. |
| | PEO | Non-PEO NEOs |
| | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 |
| Summary Compensation Table Total Compensation | 2,824,576 | 2,771,441 | 2,033,703 | 1,200,853 | 1,089,511 | 953,690 |
| Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (719,972) | (1,449,990) | (799,993) | (362,493) | (387,468) | (257,477) |
| Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 653,930 | 1,405,125 | 1,322,099 | 329,242 | 375,479 | 425,516 |
| Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (193,746) | 165,821 | (68,704) | (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 | (61,412) | 75,392 | (251,645) | (22,236) | 69,097 | (79,415) |
| Deduct Change in Pension Value | (207,504) | (33,757) | -- | -- | -- | -- |
| Compensation Actually Paid | 2,295,871 | 2,934,032 | 2,235,460 | 1,090,130 | 1,305,908 | 1,022,279 |
| (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 2022 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. |
Performance stock
units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC Topic 718 purposes, and the stock
price on the relevant measurement date. There were no awards that were both granted and vested in the same year, and no awards
forfeited during any of the periods presented.
PROXY STATEMENT 2023
2022
Performance Measures
For
2022, 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:
Visual
Representation of the Information Provided in the Pay Versus Performance Table
The
following graphs illustrate the comparison from 2020-2022 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 ROTCE |
Changes
in CAP from year to year are impacted by numerous factors, including stock price volatility, outstanding award vesting, job
performance, increase in the duties and responsibilities of our PEO and non-PEO NEOs and the amount of progress made towards
company goals.
CAP vs. TSR
CAP vs. NET INCOME
1
Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP
Financial Measures.
SEACOAST BANKING CORPORATION OF FLORIDA
CAP vs. EPS GROWTH
CAP vs. ROTCE
1
Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP
Financial Measures.
PROXY STATEMENT 2023
CEO
Pay Ratio
We
are providing the following information to comply with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and Item 402(u) of Regulation S-K. For our last completed fiscal quarter at December 31, 2022, the median annual total compensation
of our employees (other than Mr. Shaffer, our CEO in 2022) was $68,581 and the annual total compensation for Mr. Shaffer, as reported
in the Summary Compensation Table was $2,824,576. Based on this information, for 2022, the ratio of compensation for our Chief
Executive Officer to the median employee was 46:1. This ratio is specific to our Company and may not be comparable to any ratio
disclosed by another company.
Seacoast
identified the median associate for 2020 based on our workforce as of December 31, 2020, and utilized the same associate for 2021
and 2022 as there has been no change in our employee population or compensation arrangements that we believe would significantly
impact our pay ratio disclosure. Using our human resource information system (“HRIS”) we were able to determine any
compensation earned by associates including regular pay, incentive, bonus, business continuity, and any other prerequisites. No
assumptions, adjustments, or estimates, including any cost of living adjustments were made in identifying the median employee.
Next we calculated the median employee’s annual total compensation for 2022 in accordance with the requirements of Item
402(c)(2)(x) of Regulation S-K for the Summary Compensation Table, consistent with the calculations we provide all of our Named
Executive Officers. No adjustments were made to the annual total compensation of our Chief Executive Officer, as reported in the
Summary Compensation Table, to calculate the reported ratio of the annual total compensation of our Chief Executive Officer to
the median of the annual total compensation of all employees.
Equity
Compensation Plan Information
The
following table sets forth information about the Company’s common stock that may be issued under all of our existing compensation
plans as of December 31, 2022.
| Plan
Category |
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1) |
Weighted
average
exercise price of
outstanding options,
warrants, rights |
Number
of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
represented in column (a)) |
| Equity
compensation plans approved by shareholders |
837,622 |
$21.72 |
1,437,291 |
| Equity
compensation plans not approved by shareholders |
-- |
-- |
-- |
| TOTAL |
837,622 |
$21.72 |
1,437,291 |
| (1) | Includes
66,469 shares available to be issued upon exercise of the remaining unexercised substitute
options of the 552,298 options granted in connection with the acquisitions of Business
Bank of Florida, Corp., Sabal Palm Bancorp, Inc. and Apollo Bancshares, Inc. No options
were issued in connection with the acquisition of Drummond Banking Company. |
SEACOAST BANKING CORPORATION OF FLORIDA
PROPOSAL
1
ELECTION
OF DIRECTORS
General
Our
non-employee directors are appointed to act on behalf of our shareholders by overseeing critical aspects of our business strategy,
operations, risk management and governance efforts. Our belief is that superior talent in the boardroom should generate exceptional
levels of customer service, financial performance and, ultimately, superior shareholder returns compared to alternative investments.
To this end, the Board is committed to identifying the best available talent to make meaningful contributions to our business
and fully execute its duties and responsibilities on behalf of shareholders. The profile of our Board continues to evolve in response
to the needs of a dynamic and growing organization. Our Board of Directors plays a meaningful role in helping Seacoast develop,
test and implement our business, risk management, talent and reward strategies. The Board’s activities are focused on representing
our shareholders in ways that position Seacoast to create significant value for customers, employees and our shareholders within
a risk appropriate framework. For additional detail regarding skills and qualifications of our directors, see “Skills and
Qualification Mix.”
In
accordance with our bylaws and as set forth in the proposed amendment to our Amended and Restated Articles of Incorporation, in no
event will the Board have fewer than 3 directors or more than 14 directors. As of the date of this proxy statement, Seacoast’s
Board of Directors consists of 11 members divided into three classes, serving staggered three-year terms as provided in our Articles
of Incorporation. At this time, Seacoast’s Compensation and Governance Committee (“CGC”) and Board of Directors
believe that 11 directors is 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 three Class III 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 III director nominee will serve a three year term expiring at the 2026 Annual Meeting and until their successors have
been elected and qualified.
Currently,
the Board of Directors is classified as follows:
| Class |
Term |
Names
of Directors |
| Class
I |
Term
Expires at the 2024 Annual Meeting |
Jacqueline
L. Bradley
H. Gilbert Culbreth, Jr.
Christopher E. Fogal
Charles M. Shaffer |
| Class
II |
Term
Expires at the 2025 Annual Meeting |
Dennis
J. Arczynski
Maryann Goebel
Robert J. Lipstein
Thomas E. Rossin |
| Class
III |
Term
Expires at the 2023 Annual Meeting |
Julie
H. Daum
Dennis S. Hudson, III
Alvaro J. Monserrat |
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
three 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 (three 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.
PROXY STATEMENT 2023
The
three nominees have been nominated by Seacoast’s Compensation and Governance Committee, and the Board of Directors
unanimously recommends a vote “FOR” the election of all three nominees listed below.
Nominees
for Election at the Annual Meeting
| |
|
|
|
|
|
 |
Julie H. Daum |
Age:
68 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company
since 2013 |
● |
Bank
Credit Risk |
 |
| ● |
Bank
since 2013 |
● |
Compensation
& Governance |
Ms.
Daum has been a senior director of Spencer Stuart, a privately-held global executive search firm since 1993. As head of the North
American Board Practice at Spencer Stuart, she has helped place over 1,000 directors on corporate boards working with companies
from the Fortune 10 to pre-IPO. Prior to her work at Spencer Stuart, Ms. Daum was the executive director of the corporate board
resource at Catalyst, where she managed all board of directors’ activities and worked with companies to identify qualified
women for their boards. A widely renowned expert on corporate governance topics, Ms. Daum was recognized by the National Association
of Corporate Directors (“NACD”) as one of the top 100 most influential leaders in corporate governance in 2013. Ms.
Daum also advises corporate boards on governance issues, board refreshment, and succession planning. Each year, Ms. Daum develops
the Spencer Stuart Board Index, a publication detailing trends at national boardrooms. She is a graduate of the Wharton Business
School.
DIRECTOR
QUALIFICATION HIGHLIGHTS:
In
making the determination that Ms. Daum should be a nominee for director of Seacoast, qualification as an independent director,
as well as the following qualifications were considered:
| ● | her
expertise in recruiting, human resources and corporate governance, which provides valuable
insights to help the Board make key decisions on director talent and governance matters; |
| ● | her
associations in the Florida market and her understanding of public, private and not-for-profit
boards which is useful for the Board’s consideration of alternative practices; |
| ● | her
stature in the corporate governance community garnered from her years of professional
involvement; and |
| ● | her
ability to serve as a mentor and catalyst to bring more women into senior leadership
positions with the Company. |
| |
|
|
|
|
|
 |
Dennis S. Hudson,
III |
Age:
67 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company
since 1984 |
● |
Bank
Credit Risk (Chair) |
 |
| ● |
Bank
since 1984 |
● |
Corporate
Development |
| |
|
|
|
| |
|
|
|
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 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:
In
making the determination that Mr. Hudson should be a nominee for director of Seacoast, qualification as an independent director,
as well as the following qualifications were considered:
| ● | 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 discussed above. |
SEACOAST BANKING CORPORATION OF FLORIDA
| |
|
|
|
|
|
 |
Alvaro J. Monserrat |
Age:
54 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2017 |
● |
Audit |
 |
| ● |
Bank since 2017 |
●
● |
Compensation & Governance
Corporate Development |
| |
|
|
|
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. Prior to Ultra 7, Mr. Monserrat was the chief revenue officer of ACI Worldwide, Inc. (ticker:
ACIW), a global software company that provides mission-critical real-time payment solutions to corporations. Prior to ACI, Mr.
Monserrat served as the executive vice president and general manager at Nuance Imaging, a subsidiary of Nuance Communications,
Inc. (ticker: NUAN), a leading provider of voice and language solutions for business and consumers from January 2018 to February
2019. Mr. Monserrat joined Nuance after serving as chief executive officer at RES Software, a leading digital workspace technology
company from 2015 until the company was acquired by Invanti in 2017. He also served as Citrix Systems’ senior vice president
of Worldwide Sales & Service from 2008 to 2015. At Citrix, Monserrat was part of the executive leadership team that grew the
company from hundreds of millions to more than $3B in revenue by 2014, and was instrumental in crafting the strategy that helped
Citrix grow from a single-product company, to a multi-product industry leader. 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 previously
served as a board member and chairman of the board at itopia, a cloud automation platform. He has also formerly served as director
at RES Software and Auxis LLC, as well as a director of the board 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:
In
making the determination that Mr. Monserrat should be a nominee for director of Seacoast, qualification as an independent director,
as well as the following qualifications were considered:
| ● | 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, delivering rapid growth, which provides
insights for our effective management of Seacoast’s growth and transformation; |
| ● | 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. |
Director
Terms Extended Beyond the Annual Meeting
| |
|
|
|
|
|
 |
Dennis J. Arczynski |
Age:
71 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2013 |
● |
Audit |
 |
| ● |
Bank since 2007 |
●
● |
Risk Management (Chair)
Corporate Development |
| |
|
|
|
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
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.
PROXY STATEMENT 2023
| |
|
|
|
|
|
 |
Jacqueline L. Bradley |
Age:
65 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2015 |
● |
Bank Trust (Chair) |
 |
| ● |
Bank since 2014 |
● |
Corporate Development |
| |
|
|
|
| |
|
|
|
Ms.
Bradley served as a director of BankFIRST from 2005 until BANKshares was acquired by Seacoast in 2014. During her tenure at BankFIRST,
she served on BankFIRST’s Special Assets Committee and Audit Committee. Ms. Bradley currently chairs Seacoast Bank’s
Trust and Wealth Management Committee. Ms. Bradley has had a 20+ year career in financial services, including seven years with
SunTrust Bank in Central Florida, culminating in her last position as senior vice president leading its Private Client Group (1999-2002).
Her previous experience also includes 8 years as vice president with Moody’s Investors Services and 3 years providing consulting
services for McKinsey Management Consultants and Touché Ross.
Since
2020, Ms. Bradley serves on the board of directors of Tampa Electric Company, a wholly-owned subsidiary of Emera, Inc. (ticker:
EMRAF), a public gas and electric utilities company. In 2021, Ms. Bradley was appointed as an independent director to the board
of directors of certain business development companies managed by affiliates of Lafayette Square Holding Company, LLC., an impact
investment platform that deploys long-term capital alongside impactful services to local communities across the U.S., where she
currently serves as the chair of the board’s nominating committee and a member 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.
| |
|
|
|
|
|
 |
H. Gilbert Culbreth, Jr. |
Age:
77 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2008 |
● |
Bank Credit Risk |
 |
| ● |
Bank since 2006 |
● |
Compensation & Governance |
| |
|
|
|
| |
|
|
|
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.
| |
|
|
|
|
|
 |
Christopher E. Fogal |
Age:
71 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 1997 |
● |
Bank Trust |
 |
| ● |
Bank since 1997 |
● |
Audit |
| |
|
|
|
| |
|
|
|
Mr.
Fogal is a certified public accountant and a partner emeritus with the public accounting firm of Carr, Riggs & Ingram, LLC
(“Carr Riggs”), a top 25 firm that is the second largest super-regional in the southeastern U.S. He was previously
a principal with the public accounting firm of Proctor, Crook, Crowder & Fogal, P.A. (“Proctor Crook”), a BDO
affiliate firm, located in Stuart, Florida, from 2009 to 2017 when the firm merged with Carr Riggs. Mr. Fogal was the managing
partner of Fogal & Associates from 1979 until the firm merged with Proctor Crook in 2009. He also served on the board of directors
of Port St. Lucie National Bank until it was acquired by Seacoast in 1996.
Currently,
Mr. Fogal is chairman of the St. Lucie County Economic Development Council. He has also served as past chairman of the Treasure
Coast Private Industry Council and past president of the St. Lucie County Chamber of Commerce, and is active in a number of professional
organizations including the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants.
Mr. Fogal received a bachelor’s degree in accounting from New York Institute of Technology and a master’s degree from
Liberty University.
SEACOAST BANKING CORPORATION OF FLORIDA
| |
|
|
|
|
|
 |
Maryann Goebel |
Age:
72 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2014 |
● |
Audit |
 |
| ● |
Bank since 2014 |
●
● |
Compensation & Governance (Chair)
Risk Management |
Ms.
Goebel has been an independent IT management consultant since 2012. She was executive vice president and chief information officer
of Fiserv, Inc. (NASDAQ: FISV) from 2009 to 2012. In this role, she was responsible for all internal Fiserv IT systems (infrastructure
and applications), as well as IT infrastructure, operations, engineering and middleware services. In her 40+ year career, Ms.
Goebel has shaped the strategic direction of information technology for major corporations around the world, serving in the critical
role of chief information officer for: DHL Express from 2006 to 2009; General Motors North America from 2003 to 2006; Frito-Lay
from 2001 to 2002; General Motors Europe from 1999 to 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 Women 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 currently serves on their Arts and Sciences Advisory Board. In 2017, Ms. Goebel was awarded
the CERT Certificate in Cybersecurity Oversight by the NACD.
| |
|
|
|
|
|
 |
Robert J. Lipstein |
Age:
67 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2019 |
● |
Audit (Chair) |
 |
| ● |
Bank since 2019 |
●
● |
Risk Management
Bank Credit Risk |
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. Mr. Lipstein currently chairs
Seacoast’s Audit Committee and is a member of the Enterprise Risk Management Committee and the Bank’s Director’s
Credit Risk Committee. 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. He is also a part
time consultant for CrossCountry Consulting, a corporate advisory service.
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 since August 2022, that acquires
controlling interests in and actively manages small websites. He currently is a board member and a member of the audit committee
of Firstrust Bank, a privately-held family owned community bank headquartered in Philadelphia, Pennsylvania since 2021. He also
has served, since 2020, as a board member of Infrasight, a start-up venture providing software that powers hybrid IT and multi-cloud
business decisions. In addition, he is a board member of Einstein Healthcare Network, an academic medical center offering full
service medical, surgical, and rehabilitation services. Mr. Lipstein previously served as an independent board member of Ocwen
Financial (ticker: OCN), a provider of residential and commercial mortgage loan servicing headquartered in Mount Laurel, New Jersey,
where he was as a member of the audit committee and compensation committee from 2017 to 2020.
He
is a graduate of the University of Pennsylvania Director Institute, an Emeritus member of the Weinberg Center for Corporate Governance
and he earned a Bachelor’s degree in Accounting from the University of Delaware.
| |
|
|
|
|
|
 |
Thomas E. Rossin |
Age:
89 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2003 |
● |
Risk Management |
 |
| ● |
Bank since 2003 |
● |
Corporate Development (Chair) |
| |
|
|
|
| |
|
|
|
Mr.
Rossin is a retired attorney in West Palm Beach, Florida, previously serving as management chairman with the firm of St. John,
Rossin & Burr, PLLC from 1993 to 2016. He served as a Florida State Senator from 1994 to 2002, the last two years as minority
leader, and was a candidate for Florida Lt. Governor in 2002. Mr. Rossin founded Flagler National Bank in 1974, serving as president,
chief executive officer and director and growing it to the largest independent bank in Palm Beach County with over $1 billion
in assets. Forming The Flagler Bank Corporation, the holding company for Flagler National Bank, in 1983 and serving as president,
chief executive officer and director, he took it public in 1984 and facilitated the acquisition of three financial institutions,
until both Flagler National Bank and the holding company were sold in 1993 to SunTrust Bank. Prior thereto, Mr. Rossin was vice
chairman and director of First Bancshares of Florida, Inc. after consolidating four banks under one charter, including First National
Bank in Riviera Beach at which he served as president and chief executive officer. He has served as past president of the Community
Bankers Association of Florida and Palm Beach County Bankers Association, and is currently a member of the Florida Bar Association.
In March 2014, Mr. Rossin received the Exemplary Elected Official Award from the Forum Club of the Palm Beaches.
Mr.
Rossin earned a Juris Doctorate from University of Miami School of Law and a Bachelor’s degree from Columbia University.
PROXY STATEMENT 2023
| |
|
|
|
|
|
 |
Charles M. Shaffer |
Age:
49 |
|
| TENURE: |
BOARD
COMMITTEES: |
QUALIFICATIONS
& EXPERIENCE: |
| ● |
Company since 2021 |
● |
Bank Credit Risk |
 |
| ● |
Bank since 2021 |
● |
Corporate
Development |
| |
|
|
|
| |
|
|
|
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
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 and whether
such recommendations align with the interests of our shareholders 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,
see “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
| Annual
Retainer paid to all Non-employee Directors of the Company in 2022: |
| Cash
(1) |
$45,000 |
| Stock
Award (2) |
$62,500 |
| Annual
Committee Chair Retainer for all Committees |
$25,000 |
| (1) | A
number of directors have elected to receive all or a portion of their cash retainer in
stock or stock options as described below. |
| (2) | Granted
under the Amended 2021 Incentive Plan following election or re-election at each annual meeting
of shareholders. |
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 2022, the annual cash retainer increased by $7,500.
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.
SEACOAST BANKING CORPORATION OF FLORIDA
Lead
Independent Director Compensation
The
Board appointed Christopher E. Fogal as Lead Independent Director in December 2018. In 2022, Mr. Fogal received an additional
annual cash retainer of $35,000 for his service as Lead Independent Director.
Director
Stock Ownership Policy
To
align the interests of our directors and shareholders, our Board of Directors believes that directors should hold a significant
financial stake in Seacoast. Consequently, our Corporate Governance Guidelines require that directors own Seacoast stock equal
in value to a minimum of three times their base annual retainer within four years of joining the Board. Each director must retain
75% of their shares until reaching the minimum share ownership requirement, and after the ownership target is met, must retain
at least 50% of the shares for one year. All of our directors own more than the minimum stock requirement.
The
table below sets forth the total compensation paid to Board members who are not employees of the Company or the Bank for fiscal
year 2022.
2022
Director Compensation Table
| Director |
Fees Earned
or Paid in Cash
($)(1) |
Stock Awards
($)(2) |
Option Awards
($)(3) |
All Other
Compensation
($) |
Total
($) |
| Dennis
J. Arczynski |
76,250
(4) |
62,508 |
-- |
-- |
138,758 |
| Jacqueline
L. Bradley |
70,000
(4) |
62,508 |
-- |
-- |
132,508 |
| H.
Gilbert Culbreth, Jr. |
45,000
(5) |
62,508 |
-- |
-- |
107,508 |
| Julie
H. Daum |
45,000
(5) |
62,508 |
-- |
-- |
107,508 |
| Christopher
E. Fogal |
80,000
(6) |
62,508 |
-- |
-- |
142,508 |
| Maryann
Goebel |
70,000
(4) |
62,508 |
-- |
-- |
132,508 |
| Dennis
S. Hudson, III (7) |
63,750
(4) |
62,508 |
-- |
-- |
126,258 |
| Robert
J. Lipstein |
70,000
(4) |
62,508 |
-- |
-- |
132,508 |
| Alvaro
J. Monserrat |
45,000 |
62,508 |
-- |
-- |
107,508 |
| Thomas
E. Rossin |
70,000
(4) |
62,508 |
-- |
-- |
132,508 |
| (1) | Directors
may elect to take a portion of their cash compensation in the form of non-qualified options
to purchase shares of Company common stock. The number of option awards granted to
each director in 2022 is provided below in the table entitled “Stock Awards and
Options Granted to Directors in 2022.” |
| (2) |
The number of stock awards granted to each director in 2022 is provided below in the
table entitled “Stock Awards Granted to Directors in 2022.” No stock awards
held by directors were unvested as of December 31, 2022, except as provided in footnote 7
below. |
| (3) | Directors
may elect to take a portion of their 2022 cash compensation in the form of stock option
awards. The grant date value of these awards is included in the “Fees Earned or
Paid in Cash” column. As of December 31, 2022, outstanding stock option awards
described below in the table entitled “Stock Awards and Options Granted to Directors
in 2022” were outstanding. |
| (4) | Includes
$25,000 for each service as Chair of a Board Committee, including bank subsidiary committees;
any committee chair rotation is pro-rated accordingly on quarterly basis. |
| (5) | The
table below shows the cash amounts that the directors deferred into the Directors’
Deferred Compensation Plan (“DDCP”) described below in 2022 and the total
number of shares held in the DDCP for each director as of the Record Date. |
| (6) | Includes
$35,000 for service as Lead Independent Director. |
| (7) | As compensation for his previous service as an officer of the Company, Director Hudson, III
received 20,966 award shares in 2022, which remain outstanding as of the record date. |
| Director |
Cash
Deferred into DDCP Stock
Account in 2022
($) |
Total
Shares held in DDCP
(#) |
| Dennis
J. Arczynski |
-- |
34,803 |
| Jacqueline
L. Bradley |
-- |
19,144 |
| H.
Gilbert Culbreth, Jr. |
45,000 |
31,729 |
| Julie
H. Daum |
45,000 |
33,935 |
| Christopher
E. Fogal |
-- |
22,642 |
| Maryann
Goebel |
-- |
21,690 |
| Dennis
S. Hudson, III |
-- |
-- |
| Robert
J. Lipstein |
-- |
-- |
| Alvaro
J. Monserrat |
-- |
14,383 |
| Thomas
E. Rossin |
-- |
21,996 |
PROXY STATEMENT 2023
Stock
Awards And Options Granted To Directors In 2022
The following table sets forth certain
information concerning stock awards and options granted to directors during 2022. As of December 31, 2022, all stock awards granted
to directors listed below were fully vested.
| Name |
Grant
Date |
Stock
Awards(1)
(#) |
Option
Awards:
Number of Securities
Underlying Options
(#) |
Exercise
or Base
Price of Option
Awards
($/Sh) |
Grant
Date Fair
Value of Stock and
Option Awards(2)
($) |
| Dennis
J. Arczynski |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Jacqueline
L. Bradley |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| |
2/3/2022 |
-- |
1,505 |
35.78 |
13,500 |
| H.
Gilbert Culbreth, Jr. |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Julie
H. Daum |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Christopher
E. Fogal |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Maryann
Goebel |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Dennis
S. Hudson, III |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Robert
J. Lipstein |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Alvaro
J. Monserrat |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| Thomas
E. Rossin |
7/29/2022 |
1,747 |
-- |
-- |
62,508 |
| (1) | All
of the shares were deferred into the Company’s Directors’ Deferred Compensation
Plan described below, with the exception of Directors Arczynski, Hudson, III and Lipstein. |
| (2) | Represents
the aggregate grant date fair value as of the respective grant date for each award, calculated
in accordance with FASB ASC Topic 718. The assumptions made in valuing stock awards reported
in this column are discussed in Note 1 to the Company’s audited financial statements
included in its Annual Report on Form 10-K for the year ended December 31, 2022. |
Directors’
Deferred Compensation Plan
The
Company has a Directors’ Deferred Compensation Plan (“DDCP”) to allow each non-employee director of the Company
and the Bank to defer receipt of his or her director compensation, both cash and equity, until his or her separation from service
with the Company. Each participant account is separated into sub-accounts for cash deferrals (“Cash Deferral Account”)
and equity deferrals (“Equity Deferral Account”). Each participant directs how his or her Cash Deferral Account in
the DDCP is invested among the available investment vehicle options, including a Company stock fund (“Stock Account”).
The plan’s investment options are reviewed and selected annually by a committee appointed by the Board of Directors of the
Company to administer the plan. No earnings or dividends paid under the DDCP are above-market or preferential.
All
amounts paid under the DDCP are paid in cash (other than as described with respect to the Stock Account or Equity Deferral Account)
from the general assets of the Company, either directly by the Company or via a “rabbi trust” the Company has established
in connection with the plan. Nothing contained in the plan creates a trust or fiduciary relationship of any kind between the Company
and a participant, beneficiary or other person having a claim to payments under the plan. A participant or beneficiary does not
have an interest in his or her plan account that is greater than that of an unsecured creditor.
The
DDCP was amended and restated in 2022 to reflect additional participant options to the plan as follows:
| ● | post-employment
payment options of distribution timing and form for payment, including allowing for payments
via lump sum or in installments after the executive’s death, at a specified date
(for future deferrals), and/or upon a Change in Control; and |
| ● | subsequent
deferral option |
| ● | flexibility
to transfer outstanding non-deferred equity awards to family members and trusts within
the applicable tax rules under 409A |
Upon
a participant’s separation from service, the participant will receive the balance of his or her Stock Account and/or Equity
Deferral Account in shares of Company common stock and the balance of his or her other plan accounts in cash in one of the following
three forms specified by the participant at the time of initial deferral election: i) a lump sum; ii) monthly installments over
a period not to exceed eleven years; or iii) a combination of an initial lump sum of a specified dollar amount and the remainder
in monthly, quarterly or annual installments over a period not to exceed eleven years. Upon death of a participant, any balance
in his or her account shall be paid in accordance with the participant election to his or her designated beneficiary or to his
or her estate.
SEACOAST BANKING CORPORATION OF FLORIDA
PROPOSAL
2
APPROVAL
OF AMENDEMENT TO THE AMENDED
AND
RESTATED ARTICLES OF INCORPORATION OF
SEACOAST
BANKING CORPORATION OF FLORIDA
On
January 25, 2023, our Board of Directors adopted, subject to shareholder approval at the Annual Meeting, an amendment to our Amended
and Restated Articles of Incorporation to revise an error in certain language with respect to the size of the Board of Directors.
The
proposed amendment to Seacoast’s Amended and Restated Articles of Incorporation is attached to this proxy statement as Appendix
B. No other changes to the Company’s Articles of Incorporation are being proposed.
Reason
for Amendment
Our Board of
Directors is proposing the adoption of an amendment to the Company's Amended and Restated Articles of Incorporation to eliminate an internal
inconsistency in the Company's Articles regarding the minimum number of directors that the Company may have at any given time. The Company's
existing Articles provide inconsistently that the minimum number of directors is 3 but also that in no event shall the Board of Directors
have fewer than 11 directors. The amendment will eliminate the provisions for an 11 board member minimum and instead result in a Board
that must have a minimum of 3 members and a maximum of 14 members. This amendment also aligns the Company's Articles with the Company's
existing Bylaws which also sets forth a 3 member minimum and 14 member maximum Board.
The Company reviewed historical corporate records
and determined inclusion of the 11-director minimum was a scrivener's error.
If
Proposal 2 is approved, the amendment will be effective upon the filing of the Articles of Amendment to the Amended and Restated
Articles of Incorporation with the Department of State of the State of Florida promptly after the Annual Meeting.
The
Board of Directors unanimously recommends a vote “FOR” Proposal 2.
PROXY STATEMENT 2023
PROPOSAL
3
AMEND
THE COMPANY’S AMENDED 2021 INCENTIVE PLAN TO
INCREASE
AUTHORIZED SHARES
We
are asking our shareholders to approve an amendment to the Seacoast Banking Corporation of Florida Amended 2021 Incentive Plan (the
“2021 Plan”). Our 2021 Plan is the only plan under which equity-based compensation may currently be awarded to our
executive officers, employees, directors, consultants and advisors. As of the Record Date, there were 283,152 shares of our common
stock remaining available for the grant of equity awards under the 2021 Plan. In order to enable us to continue to offer meaningful
equity-based incentives, as well as cash-based incentives, to our employees, officers, directors, consultants, and advisors, our
board of directors believes that it is both necessary and appropriate to increase the number of shares of our common stock available
for these purposes. As a result, on March 30, 2023, the Board of Directors adopted, subject to shareholder approval at the Annual
Meeting, an amendment to add 2,000,000 shares to the 2021 Plan. The share increase is the only change to the 2021 Plan, a summary of
which is provided below.
If
the amendment to the 2021 Plan is approved by our shareholders at the Annual Meeting, it will become effective on the date of
the Annual Meeting. If the amendment is not approved by our shareholders, then the 2021 Plan will remain in effect as it presently
exists.
Background
for the Current Request to Approve an Increase in the Share Reserve under the 2021 Plan
In
setting the number of proposed shares issuable under our 2021 Plan, our Compensation and Governance Committee and our Board
of Directors considered a number of factors, including the following (each of which are discussed further below):
| ● | Key
data relating to outstanding equity awards and shares available for grant; |
| ● | Significant
historical award information; and |
Information
Regarding our Authorized Shares and Stock Price
Our
amended and restated articles of incorporation authorize the issuance of 120 million shares of common stock. As of our Record Date,
there were 84,604,893 shares of common stock issued and outstanding and the closing price of a share of our common stock as of
that date was $24.44.
SEACOAST BANKING CORPORATION OF FLORIDA
Significant
Historical Award Information
Common
measures of a stock plan’s cost include burn rate, dilution and overhang. The burn rate refers to how fast a company uses
the supply of shares authorized for issuance under its stock plan. Dilution measures the degree to which our shareholders’
ownership has been diluted by stock-based compensation awarded under our various equity plans and also includes shares that may
be awarded under our various equity plans in the future, which is commonly referred to as overhang.
We
closely monitor our share usage and believe we have been judicious in our use of shares previously authorized by our shareholders
under the 2021 Plan. The following table and related footnotes show our key equity metrics over the last three years.
The
following table includes our value-adjusted burn rate and other key metrics.
| Burn
Rate (1) |
Key
Metrics (At Target) |
| Year |
Number
of
Options
(#) |
Option
Value
($) |
Full
Value
Awards
(#) |
200-Day
Average Stock
Price
($) |
Weighted
Common
Shares
Outstanding (CSO)
(#) |
Value-
Adjusted
Burn Rate
(%) |
Overhang
(2)
(%) |
Dilution
(3)
(%) |
| 2020 |
-- |
-- |
678,631 |
20.59 |
53,930,289 |
1.26 |
4.50 |
3.53 |
| 2021 |
356,497 |
15.73 |
309,284 |
35.05 |
57,088,000 |
0.82 |
6.88 |
2.55 |
| 2022 |
516,563 |
18.53 |
536,458 |
33.38 |
64,264,229 |
1.28 |
4.38 |
2.32 |
| Average
Total |
291,020 |
508,124 |
799,144 |
29.67 |
58,427,506 |
1.06 |
5.25 |
2.80 |
| (1) | Value-adjusted burn rate is
calculated under Institutional Stockholder Services, or ISS, methodology. Our value-adjusted burn rate is 1.06% compared to the
banking industry benchmark for Russell 3000 companies of 1.05%, slightly above benchmark. As part of Bank aquisition activity in
2021 and 2022, Seacoast issued substitute stock options representing 873,060 shares. These were the only stock options granted in
the three-year period, with the exception of 1,505 shares granted as part of director compensation. Refer to the table
titled “Stock Awards and Options Granted to Directors in 2022.” |
| (2) | Overhang
is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards
outstanding at the end of the year and (y) the number of shares available for future
grants, by (b) the number of shares outstanding at the end of the year. |
| (3) | Dilution
is calculated by dividing the number of shares subject to equity awards outstanding at
the end of the fiscal year by the number of shares outstanding at the end of the fiscal
year. |
Number
of Shares Requested
Several
factors were evaluated in determining to request an increase of 2,000,000 shares for the 2021 Plan:
| ● | The
original 2021 Plan authorized 1,750,000 shares. The additional 2,000,000 shares requested
under this proposal, together with the remaining shares under the 2021 Plan, represent
the shares the Company anticipates needing for the next three (3) years under normal
circumstances and based on historical share usage. |
| ● | Although
we must manage our share reserve under the possibility that awards will be earned at
the maximum level, this will only occur if we achieve the maximum performance under each
metric in each award, which is not expected to be the case. Our actual share usage will
also vary from our estimate based upon changes in market grant values, changes in the
number of recipients, changes in our stock price, changes in the structure of our long-term
incentive program, changes in our dividend rate and forfeitures of outstanding awards.
We believe that the proposed share reserve reflects an appropriate balance between our
desire to allow maximum flexibility in a competitive labor market and shareholder interests
of limiting dilution. |
| ● | As
of the Record Date, the plan share reserve represented less than 0.1% of our common shares
outstanding. |
| ● | As
of the Record Date, the total overhang resulting from the share request, including our
outstanding awards under the 2021 Plan represents approximately 2.32% of our fully-diluted
common shares outstanding. |
Aside
from the increase in shares available under the 2021 Plan, the current proposal does not amend or change any provisions of the
2021 Plan, which was approved by shareholders at the 2021 annual meeting. However, to enable you to evaluate the proposed share
increase, the following is a description of the material terms of the 2021 Plan.
Summary
of the 2021 Plan
Important
Provisions
The
2021 Plan contains a number of provisions that we believe are consistent with the interests of shareholders and sound corporate
governance practices, including:
| ● | No
liberal share counting. The plan prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an
option or Stock Appreciation Right (“SAR”) or to satisfy tax withholding requirements. |
PROXY STATEMENT 2023
| ● | No
repricing of stock options or SARs. The exercise price of a stock option or SAR may
not be reduced, directly, or indirectly, without the prior approval of shareholders,
including the exchange for cash or another award or by a cash repurchase of “under
water” awards. |
| ● | No
discounted stock options or SARs. All stock options and SARs must have an exercise
price or base price equal to or greater than the fair market value of the underlying
common stock on the date of grant. |
| ● | No
dividends on unearned awards. The plan prohibits the current payment of dividends
or dividend equivalent rights on unearned awards. |
| ● | Compensation
recoupment policy. Awards under the plan will be subject to any compensation recoupment
policy that the Company may adopt from time to time. |
| ● | No
single trigger change of control vesting. If awards granted under the 2021 Plan are
assumed by the successor entity in connection with a change of control of the Company,
such awards will not automatically vest and pay out upon the change of control. |
Purpose
The
purpose of the 2021 Plan is to promote the success, and enhance the value of the Company’s success by linking the personal interests
of its employees, officers, directors, consultants and advisors to those of the Company’s shareholders, and by providing
participants with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees, officers, directors, consultants and advisors upon whose
judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. As of the
record date, approximately 1,680 employees (including officers), 11 non-employee directors (including Bank directors), 0 consultants
and 0 advisors would be eligible to receive awards under the 2021 Plan.
Permissible
Awards
The
2021 Plan authorizes the grant of awards in any of the following forms:
| ● | Options
to purchase shares of common stock, which may be nonstatutory stock options or incentive
stock options under the U.S. Internal Revenue Code (the “Code”). The exercise
price of an option granted under the 2021 Plan may not be less than the fair market value
of the Company’s common stock on the date of grant. Stock options granted under
the 2021 Plan have a maximum term of ten years. |
| ● | Stock
appreciation rights, or SARs, which give the holder the right to receive the excess,
if any, of the fair market value of one share of common stock on the date of exercise,
over the base price of the stock appreciation right. The base price of a SAR may not
be less than the fair market value of the Company’s common stock on the date of
grant. SARs granted under the 2021 Plan have a maximum term of ten years. |
| ● | Restricted
stock, which is subject to restrictions on transferability and subject to forfeiture
on terms set by the Committee. |
| ● | Restricted
stock units, which represent the right to receive shares of common stock (or an equivalent
value in cash or other property) in the future, based upon the attainment of stated vesting
or performance goals set by the Committee. |
| ● | Deferred
stock units, which represent the right to receive shares of common stock (or an equivalent
value in cash or other property) in the future, generally without any vesting or performance
restrictions. |
| ● | Other
stock-based awards in the discretion of the Committee, including unrestricted stock grants. |
All
awards will be evidenced by a written award certificate between the Company and the participant, which will include such provisions
as may be specified by the Committee. Dividend equivalent rights, which entitle the participant to payments in cash or property
calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be granted with respect
to awards other than options or SARs.
Awards
to Non-Employee Directors
The
maximum aggregate number of shares subject to awards that may be granted under the 2021 Plan to any non-employee director in any
calendar year is limited to a number that, combined with any cash meeting fees or cash retainers, does not exceed $750,000 in
total value, including in the case of a non-employee Chairman of the Board or Lead Director.
Shares
Available for Awards
In
2021, shareholders approved an aggregate of 1,750,000 shares under the 2021 Plan, plus a number of shares (not to exceed 661,128)
underlying awards outstanding under our prior plan as of the effective date of the 2021 Plan that terminate or expire unexercised or
are cancelled, forfeited or lapse for any reason. The current proposal will add 2,000,000 shares, for a total of 3,750,000 shares
available under the 2021 Plan, plus such shares subject to awards under our prior plan that are terminated, expired, cancelled,
forfeited or lapsed. This amount is reduced by the number of shares that have already been granted under the 2021 Plan, as discussed
above. No further awards are being granted under any prior plans, and any prior plans sponsored by the Company shall remain in
effect only so long as awards granted thereunder shall remain outstanding. The maximum number of shares that may be issued upon
exercise of incentive stock options granted under the 2021 Plan is 3,750,000.
SEACOAST BANKING CORPORATION OF FLORIDA
Share
Counting
Shares
subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying
awards that are ultimately settled in cash, will again be available for future grants of awards under the 2021 Plan. Similarly,
to the extent that the full number of shares subject to a performance award is not issued by reason of failure to achieve maximum
performance goals, the unearned shares originally subject to the award will be added back to the 2021 Plan share reserve and again
be available for issuance pursuant to awards granted under the 2021 Plan. However, the following shares may not again be made
available for issuance as awards under the 2021 Plan: (i) shares not issued or delivered as a result of the net settlement of
an outstanding option or SAR, (ii) shares used to pay the exercise price or withholding taxes related to an outstanding option
or SAR, or (iii) shares repurchased on the open market with the proceeds of the exercise price of an option. The maximum number
of shares that may be issued upon exercise of incentive stock options granted under the 2021 Plan is 3,750,000.
Key
Data Relating to Outstanding Awards
The
following table provides information regarding outstanding equity awards and shares available for future awards under the 2021
Plan as of our Record Date (and without giving effect to approval of the amendment to the 2021 Plan under this proposal).
| Total
shares underlying outstanding stock options |
1,190,846 |
| Weighted-average
exercise price of outstanding stock options |
$18.33 |
| Weighted-average
remaining contractual life of outstanding stock options |
3.4 years |
| Total
shares underlying full value awards outstanding |
269,979 |
| Total
shares currently available for grant |
1,270,887 |
Administration
The
2021 Plan will be administered by the Compensation and Governance Committee, or such other committee as may be determined by the
Board (the “Committee”). The Committee will have the authority to grant awards; designate participants; determine
the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or
revise any rules and regulations as it may deem advisable to administer the 2021 Plan; prescribe forms of award certificates,
and make any rules, interpretations, and any and all other decisions and determinations that may be required under the 2021 Plan.
The Board may at any time administer the 2021 Plan. If it does so, it will have all the powers of the Committee under the 2021
Plan.
In
addition, the Board or the Committee may expressly delegate to a special committee some or all of the Committee’s authority,
within specified parameters, to grant awards to eligible participants who, at the time of grant, are not executive officers.
Limitations
on Transfer; Beneficiaries
No
award will be assignable or transferable by a participant other than by will or the laws of descent and distribution; provided,
however, that the Committee may permit other transfers (other than transfers for value) where the Committee concludes that such
transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to
fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including
without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant
may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the participant and to receive
any distribution with respect to any award upon the participant’s death.
Acceleration
upon Certain Events
Treatment
of Awards upon a Participant’s Death or Disability
Unless
otherwise provided in an award certificate or any special plan document governing an award, upon the termination of a participant’s
service due to death or disability:
| ● | each
of that participant’s outstanding options and SARs, or portions of such outstanding Options and SARs, as applicable, that
are solely subject to time-based vesting requirements shall become vested and fully exercisable as of the date of termination,
and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the
Option or SAR; |
| ● | each
of that Participant’s other outstanding Awards, or the portions of such other outstanding
Awards, as applicable, that are solely subject to time-based vesting restrictions shall
become vested, and such restrictions shall lapse of the date of termination; and |
| ● | the
payout opportunities attainable under each of that participant’s outstanding Options,
SARs, and other Awards, or the portions of
such outstanding Options, SAR and other Awards, as applicable, that are solely subject to performance-vesting requirements or
restrictions shall be deemed to have been earned as of the date of termination as follows: |
PROXY STATEMENT 2023
| ○ | if
the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will
be deemed to have been achieved at the “target” level. |
| ○ | if
the date of termination occurs during the second half of the applicable performance period,
the awards will be deemed to have been achieved at the greater of the “target”
level or the level of achievement as measured at the end of the quarter immediately preceding
the date of termination. |
Treatment
of Awards upon a Participant’s Retirement
The
2021 Plan does not provide special treatment for a participant’s retirement. Any such treatment may be addressed in an individual
award certificate, or left to the Committee’s discretion.
Treatment
of Awards upon a Change in Control
Unless
otherwise provided in an award certificate or any special plan document governing an award:
| (A) | upon
the occurrence of a change in control of the Company in which awards are not assumed by the surviving entity or otherwise equitably
converted or substituted in connection with the change in control in a manner approved by the Committee or the Board: |
| ● | all
outstanding options and SARs will become fully vested and exercisable; |
| ● | all
time-based vesting restrictions on outstanding awards will lapse as of the date of the
change in control; and |
| ● | the payout opportunities attainable under all
outstanding performance-based awards will vest based on target (if the change in control occurs during the first half of the
performance period) or actual performance measured (if greater) as of the date of the change in control (if the change in control
occurs during the second half of the performance period), and |
| (B) | with
respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change
in control, if within two years after the effective date of the change in control, a participant’s employment is terminated
without Cause or the participant resigns for Good Reason (as such terms are defined), then: |
| ● | all
of that participant’s outstanding options and SARs will become fully vested and
exercisable; |
| ● | all
time-based vesting restrictions on that participant’s outstanding awards will lapse
as of the date of termination; and |
| ● | the
payout opportunities attainable under all outstanding performance-based awards will vest
based on target (if the change in control occurs during the first half of the performance
period) or actual performance measured as of the end of the calendar quarter immediately
preceding the change in control (if the change in control occurs during the second half
of the performance period). In both cases, the awards will payout on a pro rata basis,
based on the time elapsed prior to the change in control. |
Acceleration
for Other Reasons
The
Committee may, in its sole discretion determine that, upon a Participant’s termination of service or a change in control,
all or a portion of such participant’s awards shall become fully or partially exercisable, that some or all restrictions
shall lapse, and that any performance criteria shall be deemed fully or partially satisfied. The Committee may provide different
treatment among participants and among awards in exercising this discretion.
Adjustments
In
the event of a nonreciprocal transaction between the Company and its shareholders that causes the per share value of the common
stock to change (including, without limitation, any stock dividend, stock split, reverse stock split, spin-off, rights offering,
or large nonrecurring cash dividend), the share authorization limits under the 2021 Plan will be adjusted proportionately, and
the Committee must make such adjustments to the 2021 Plan and awards as it deems necessary, in its sole discretion, to prevent
dilution or enlargement of rights immediately resulting from such transaction.
SEACOAST BANKING CORPORATION OF FLORIDA
Termination
and Amendment
If
the increase in shares is approved by shareholders at the Annual Meeting, the 2021 Plan will terminate on the tenth anniversary
of the date of the Annual Meeting. Otherwise, the 2021 Plan will terminate on the tenth anniversary of the date of the 2021 Annual
Meeting. In either case, the 2021 Plan may be terminated earlier by the Board or the Committee. The Board or the Committee may,
at any time and from time to time, terminate or amend the 2021 Plan, but if an amendment to the 2021 Plan would constitute a material
amendment requiring shareholder approval under applicable listing requirements, laws, policies or regulations, then such amendment
will be subject to shareholder approval. No termination or amendment of the 2021 Plan may adversely affect any award previously
granted under the 2021 Plan without the written consent of the participant. Without the prior approval of the Company’s
shareholders, the 2021 Plan may not be amended to directly or indirectly reprice, replace or repurchase “underwater”
options or SARs.
The
Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless
approved by the shareholders or otherwise permitted by the anti-dilution provisions of the 2021 Plan, (i) the exercise price or base
price of an option or SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for options,
SARS or other awards with an exercise price or base price that is less than the exercise price or base price of the original option or
SAR, or otherwise, and (iii) the Company may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the
current fair market value of the shares of common stock underlying the option or SAR is lower than the exercise price or base price per
share of the option or SAR.
Prohibition
on Repricing
Without
the prior consent of the Company’s shareholders, outstanding stock options and SARs cannot be repriced, directly or indirectly,
nor may stock options or SARs be cancelled in exchanged for stock options or SARs with an exercise or base price that is less
than the exercise price or base price of the original stock options or SARs. In addition, the Company may not, without the prior
approval of shareholders, repurchase an option or stock appreciation right for value from a participant, or cancel an option or
stock appreciation right in exchange for other awards, if the current market value of the underlying stock is lower than the exercise
price per share of the option or stock appreciation right.
Certain
Federal Tax Effects
The
following discussion is limited to a summary of the U.S. federal income tax provisions relating to the grant, exercise, vesting
of awards and the subsequent sale of common stock acquired under the 2021 Plan. The tax consequences of awards may vary depending
upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change
frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable
to them, including the applicability and effect of state, local, and foreign tax laws.
Nonstatutory
Stock Options
There
will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under
the 2021 Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount
equal to the excess of the fair market value of the common stock received upon exercise of the option at the time of exercise
over the exercise price, and the Company will be allowed a corresponding deduction. Any gain that the optionee realizes when he
or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares
were held.
Incentive
Stock Options
There
typically will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive
stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the
option was granted or one year after exercise, the difference between the exercise price and the amount realized upon sale or
disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income
tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the
required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market
value of the option shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the
exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an
incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at
the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative
minimum taxable income.
Stock
Appreciation Rights
A
participant receiving a stock appreciation right will not recognize income, and the Company will not be allowed a tax deduction,
at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair
market value of any shares of common stock received will be ordinary income to the participant and the Company will be allowed
a corresponding federal income tax deduction at that time.
PROXY STATEMENT 2023
Restricted
Stock
Unless
a participant makes an election to accelerate recognition of income to the date of grant as described below, the participant will
not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided
that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions
lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less
any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that
time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section
83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date
of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will
be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section
162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock
is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.
Stock
Units
A
participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is
granted. Upon receipt of shares of common stock (or the equivalent value in cash) in settlement of a stock unit award, a participant
will recognize ordinary income equal to the fair market value of the common stock or other property as of that date, and the Company
will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section
162(m).
Cash-Based
Awards
A
participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a cash-based award is
granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant
will recognize ordinary income equal to the cash received, and the Company will be allowed a corresponding federal income tax
deduction at that time, subject to any applicable limitations under Code Section 162(m).
Benefits
to Named Executive Officers and Others
Awards
under the 2021 Plan are granted at the discretion of the Compensation Committee. Accordingly, future awards under the 2021 Plan
are not determinable.
As
of the Record Date, 2,089,402 shares of our common stock have been issued under the 2021 Plan (or remain subject to outstanding
awards under the 2021 Plan) since its inception in 2021. The table below shows the number of shares issued, or subject to outstanding
awards, under the Plan to the NEOs and the other individuals and groups indicated.
| Name |
Aggregate
Number of Shares Subject to
Options Granted under the Plan
Since Plan Inception |
Aggregate
Number of Shares
Subject to Restricted Stock or
Stock Units Granted under the
Plan Since Plan Inception |
| Charles
M. Shaffer |
0 |
20,966 |
| Tracey
L. Dexter |
0 |
11,648 |
| Joseph
M. Forlenza |
0 |
7,280 |
| Juliette
P. Kleffel |
0 |
8,736 |
| Austen
Carroll |
0 |
14,560 |
| All
Current Executive Officers as a Group |
0 |
63,190 |
| All
Non-Employee Directors as a Group |
1,505 |
56,949 |
| All
Employees as a Group (Excluding Executive Officers) |
1,373,116(1) |
594,642 |
(1) In
2021 and 2022, Seacoast granted substitute stock options of 1,373,116 shares associated with acquisitions, representing all stock
options granted to employees in the same time period.
The
Board of Directors unanimously recommends a vote “FOR” Proposal 3.
SEACOAST BANKING CORPORATION OF FLORIDA
PROPOSAL
4
ADVISORY
(NON-BINDING) VOTE ON COMPENSATION
OF
NAMED EXECUTIVE OFFICERS
In
accordance with the Exchange Act, we are required to include in this proxy statement and present at the Annual Meeting a non-binding
shareholder vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to
the compensation rules of the SEC. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the
opportunity to endorse or not endorse the compensation of the Company’s named executive officers as disclosed in this proxy
statement. The proposal will be presented at the Annual Meeting in the form of the following resolution:
RESOLVED,
that the holders of common stock of the Company approve the compensation of the Company’s named executive officers as disclosed
in the Compensation Discussion and Analysis, the compensation tables and related material in the Company’s Proxy Statement
for the 2023 Annual Meeting.
This
advisory vote will not be binding on the Company’s Board of Directors and may not be construed as overruling a decision
by the Board of Directors or creating or implying any additional fiduciary duty on the Board of Directors, nor will it affect
any compensation paid or awarded to any executive. The CGC and the Board of Directors will take into account the outcome of the
vote when considering future executive compensation arrangements.
The
purpose of our compensation policies and procedures is to attract and retain experienced, qualified talent critical to our long-term
success and enhancement of shareholder value. Seacoast’s Board of Directors believes that our compensation policies and
procedures achieve this objective.
Currently,
say-on-pay votes are held by the Company annually, and the next shareholder advisory vote will occur at the 2024 annual meeting
of shareholders.
This
Proposal 4 requires approval by the affirmative vote of a majority of votes cast at the Annual Meeting.
The
Board of Directors unanimously recommends a vote “FOR” Proposal 4.
PROXY STATEMENT 2023
PROPOSAL
5
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITOR
The
Audit Committee, acting pursuant to authority delegated to it by the Board of Directors, appointed Crowe LLP, an independent registered
certified public accounting firm and the Company’s independent auditor for the fiscal year ending December 31, 2022, to
serve as the Company’s independent auditor for the fiscal year ending December 31, 2023. Although it is not required to
do so, the Board of Directors is submitting the Audit Committee’s appointment of Crowe LLP for ratification by the Company’s
shareholders in order to ascertain the views of the shareholders regarding such appointment and as a matter of good corporate
practice. If the shareholders should not ratify the appointment of Crowe LLP, the Audit Committee will reconsider the appointment.
Representatives
of Crowe LLP will be present at the Annual Meeting and will be given the opportunity to make a statement on behalf of the firm,
if they so desire, and will also be available to respond to appropriate questions from shareholders. All shares represented by
valid proxies received pursuant to this solicitation and not revoked before they are exercised will be voted in the manner specified
therein. If no specification is made, the proxies will be voted for the ratification of the appointment of Crowe LLP for the fiscal
year ending December 31, 2023. Ratification of this proposal requires approval by the affirmative vote of a majority of votes
cast at the Annual Meeting.
The
Board of Directors unanimously recommends a vote “FOR” Proposal 5.
Relationship
with Independent Registered Public Accounting Firm
Crowe
LLP’s report on Seacoast’s consolidated financial statements for the fiscal year ended December 31, 2022 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting
principles. Crowe LLP’s report on Seacoast’s internal control over financial reporting expressed an unqualified opinion
on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. Crowe LLP has advised
Seacoast that neither the firm nor any of its partners has any direct or material interest in Seacoast and its subsidiaries except
as auditors and independent certified public accountants of Seacoast and its subsidiaries.
Independent
Registered Public Accounting Firm’s Fees
The
following table shows the fees paid or accrued by the Company for the audit and other services for the fiscal years ended December
31, 2022 and 2021, including expenses:
| |
2022 |
2021 |
| Audit
Fees (1) |
$1,095,750 |
$1,021,000 |
| Audit-Related
Fees (2) |
$188,825 |
$151,000 |
| Tax
Fees (3) |
$95,846 |
$61,000 |
| All
Other Fees (4) |
$53,000 |
$49,000 |
| (1) | Includes
the aggregate fees for professional services and expenses rendered for the audit of the
Company’s consolidated financial statements, reviews of consolidated financial
statements included in the Company’s Forms 10-Q filed during the respective fiscal
year, and audit of the Company’s internal control over financial reporting. |
| (2) | Includes
the aggregate fees billed for assurance and related services that are reasonably related
to the performance of the audit of the Company’s financial statements and are not
reported under “Audit Fees.” These services primarily relate to audits of
the Company’s compliance with certain requirements applicable to the U.S. Department
of Housing and Urban Development (HUD) assisted programs, and related attestation reporting
thereon. Also includes aggregate fees billed in 2022 and 2021 for professional services performed
in connection with the Company’s filing of certain registration statements and
related issuance of consents. |
| (3) | Includes
tax preparation and compliance activities for the Company and related tax compliance. |
| (4) | Includes
the aggregate fees for professional services and expenses rendered in connection with
the audit of the Company’s retirement savings plan. |
Pre-Approval
Policy
Under
the Audit Committee’s Charter, the Audit Committee is required to approve in advance the terms of all audit services provided
to the Company as well as all permissible audit-related and non-audit services to be provided by the independent auditors. All
services set forth above under the captions “Audit Fees”, “Audit-Related Fees”, “Tax Fees”,
and “All Other Fees” were approved by the Company’s Audit Committee pursuant to SEC Regulation S-X Rule 2-.01(c)(7)(i).
SEACOAST BANKING CORPORATION OF FLORIDA
OTHER
INFORMATION
Certain
Transactions and Business Relationships
Related
Party Transactions
The
Board of Directors recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper
valuation (or the perception thereof) and therefore has adopted a Related Party Transaction Policy to guide the Company in connection
with all related party transactions. The policy is available on the Company’s website at www.SeacoastBanking.com. The Company
defines a related party as:
| ● | any
employee, officer, director or director nominee of the Company and/or its subsidiaries; |
| ● | a
shareholder (or group of affiliated shareholders) beneficially owning in excess of 5%
of the Company (or its controlled affiliates); |
| ● | a
shareholder (or group of affiliated shareholders) with the right to designate a director
or board observer to the Board of Directors of the Company and/or any of its subsidiaries; |
| ● | an
immediate family member of any of the foregoing; and |
| ● | an
entity which is owned or controlled by someone listed above, or an entity in which someone
listed above has a substantial ownership interest or control of such entity. |
The
policy requires the Audit Committee or a majority of disinterested members of the Board to approve or ratify a transaction between
the Company and any related party (including any transactions requiring disclosure under Item 404 of Regulation S-K under the
Securities Exchange Act of 1934), other than:
| ● | transactions
available on similar terms to all employees or customers generally; |
| ● | transactions
involving less than $25,000 when aggregated with all similar transactions; and |
| ● | loans
made by the Bank in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as, and following credit underwriting procedures
that are not less stringent than, those prevailing at the time for comparable loans with
parties not related to the lender, and not involving more than the normal risk of repayment
or presenting other unfavorable features, and in compliance with applicable law, including
the Sarbanes Oxley Act of 2002 and Regulation O of the Board of Governors of the Federal
Reserve System. |
The
Audit Committee is currently comprised of five directors, Dennis J. Arczynski, Christopher E. Fogal, Maryann Goebel, Robert J.
Lipstein (Chair) and Alvaro J. Monserrat. None of the current Audit Committee members is or has been an officer or employee of
Seacoast or its subsidiaries and each is independent.
From
time to time, the Company enters into commercial dealings with certain related persons that it considers arms-length and comparable
to dealings between unrelated parties. Director H. Gilbert Culbreth, Jr. is the owner of Gilbert Ford automobile dealership. In
2022, Seacoast paid Gilbert Ford $32,526 for a vehicle purchase. The Audit Committee approved this arrangement.
Several
of Seacoast’s directors, executive officers and their affiliates, including corporations and firms of which they are directors
or officers or in which they and/or their families have an ownership interest, are customers of Seacoast and its subsidiaries.
These persons, corporations and firms have had transactions in the ordinary course of business with Seacoast and its subsidiaries,
including borrowings, all of which, in the opinion of Seacoast’s management and in accordance with the Bank’s written
loan policy, were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons and did not involve more than the normal risk of collectability or present other
unfavorable features. Seacoast and its subsidiaries expect to have such transactions on similar terms with their directors, executive
officers, and their affiliates in the future.
As
a federally insured bank, the Bank is subject to Regulation O, which governs loans to “insiders”, defined as any executive
officer, director or principal shareholder of the Company or the Bank, and their related interests. Regulation O limits loans
to insiders and requires that the terms and conditions of credits granted to insiders are substantially the same as those extended
to other customers of the Bank. The Bank’s written loan policy requires compliance with the provisions of Regulation O.
The
aggregate amount of loans outstanding by the Bank to directors, executive officers, and related parties of Seacoast or the Bank
as of December 31, 2022, was approximately $425,749, which represented approximately 0.03% of Seacoast’s consolidated shareholders’
equity on that date. Additionally, the Bank had $2,149,373 in unfunded commitments to lend directors and named executive officers
at December 31, 2022. These loans were made in the ordinary course of business and they did not involve more than the normal risk
of collectability or present other unfavorable features.
PROXY STATEMENT 2023
Other
Matters
Principal
Offices
The
principal executive offices of Seacoast are located at 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995, and its telephone
number is (772) 287-4000.
Availability
of Form 10-K
Upon
the written request of any person whose proxy is solicited by this proxy statement, Seacoast will furnish to such person without
charge (other than for exhibits) a copy of Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022, including financial statements and schedules thereto, as filed with the SEC. Requests may be made to Seacoast Banking Corporation
of Florida, c/o Corporate Secretary, P.O. Box 9012, Stuart, Florida 34995.
Solicitation
of Proxies; Expenses
The
Board of Directors of the Company is soliciting proxies to be voted at the Annual Meeting. The Company will bear the cost of
preparing, printing and mailing the proxy materials and soliciting proxies for the Annual Meeting. In addition to the
solicitation of shareholders of record by mail, telephone, electronic mail, facsimile or personal contact, Seacoast will be
contacting brokers, dealers, banks, and/or voting trustees or their nominees who can be identified as record holders of the
Company’s common stock; such holders, after inquiry by Seacoast, will provide information concerning quantities of
proxy materials needed to supply such information to beneficial owners, and Seacoast will reimburse them for the reasonable
expense of mailing proxy materials. Seacoast may retain other unaffiliated third parties to solicit proxies and pay the
reasonable expenses and charges of such third parties for their services.
Notice
of Business to Come Before the Meeting
Management
of Seacoast does not know of any matters to be brought before the Annual Meeting other than those described above. If any other
matters properly come before the Annual Meeting, the persons designated as proxies will vote on such matters in accordance with
their best judgment.
Shareholder
Proposals for 2024
Shareholder
Proposals for Inclusion in 2024 Proxy Statement
To
be considered for inclusion in the Company’s proxy statement and proxy card for the 2024 Annual Meeting of Shareholders,
a shareholder proposal must be received at the Company’s principal executive offices no later than December 12, 2023, which
is 120 calendar days before the one-year anniversary of the date on which the Company first mailed this proxy statement.
Shareholder
Proposals for Presentation at 2024 Annual Meeting
If
you do not wish to submit a proposal for inclusion in next year’s proxy materials, but instead wish to present it directly
at the 2024 Annual Meeting of Shareholders, you must give timely written notice of the proposal to the Company’s Secretary
pursuant to the Company’s advance notice provisions. To be timely, the notice (including a notice recommending a director
candidate) must be delivered to the Company’s principal executive offices no fewer than 60 nor more than 90 days before
the one-year anniversary of the date of the Annual Meeting. To be timely, the written notice (including a notice recommending
a director candidate) must be received no earlier than February 22, 2024 and no later than March 23, 2024. The notice must describe
your proposal in reasonable detail and provide certain other information required by the Company’s Articles of Incorporation.
A copy of the Company’s Articles of Incorporation is available upon request from the Company’s Secretary.
SEACOAST BANKING CORPORATION OF FLORIDA
Additional
Voting Information
Voting
at Annual Meeting
Shares
represented by valid proxies and voting instruction forms that are received on time will be voted as specified. If you sign and
return your proxy card or voting instruction form but do not provide voting instructions, your shares represented by the proxy
will be voted as recommended by our Board of Directors as indicated below:
| Proposal |
Board
Recommendation |
| 1 |
Election of Directors |
FOR
ALL |
| 2 |
Amendment to the Company’s Amended and Restated Articles of Incorporation |
FOR |
| 3 |
Amend the Company’s Amended 2021 Incentive Plan |
FOR |
| 4 |
Advisory Vote on Executive Compensation |
FOR |
| 5 |
Ratification of Auditor |
FOR |
If
any other matters are properly presented at the Annual Meeting for action, the persons named and acting as proxy will have the
discretion to vote for you on these matters in accordance with their best judgment. We do not currently expect that any other
matters will be properly presented for action at the Annual Meeting. Each share of common stock is entitled to one vote on each
matter properly brought before the meeting.
Record
Date
You
may vote all common shares that you owned as of the close of business on March 27, 2023, which is the record date for the meeting.
Forms
of Ownership of Shares
If
you receive more than one proxy card or notice, it means you have multiple holdings. You may own common shares in one or more
ways, including:
| ● | Directly
in your name as the shareholder of record (which may be held individually, jointly, or
another title), including shares purchased through Seacoast’s Dividend Reinvestment
and Stock Purchase Plan or restricted stock awards issued to employees under our long-term
incentive plans; |
| ● | Indirectly
through a bank, broker or other nominee in “street name”; or |
| ● | Indirectly
through Seacoast’s Retirement Savings Plan or Employee Stock Purchase Plan. |
If
your shares of common stock are registered directly in your name, we are sending the proxy materials directly to you. If you hold
our shares in street name, your bank, broker or other nominee is sending proxy materials to you and you must direct them how to
vote on your behalf by completing the voting instruction form that accompanies your proxy materials or by following the instructions
in the notice you received.
If
you are a participant in Seacoast’s Dividend Reinvestment and Stock Purchase Plan, follow the instructions on the Notice
or proxy card to provide voting instructions to the trustee. Shares held in your plan account will be combined and voted at the
Annual Meeting in the same manner in which you voted those shares registered in your own name either by proxy or in person.
If
you are a participant in Seacoast’s Retirement Savings Plan or Employee Stock Purchase Plan, your voting instructions must
be received by May 18, 2023 (the “cut-off date”) to allow sufficient time for the trustees to vote. If your voting
instructions are received by the cut-off date, your shares in these plans will be voted as directed by you. For the shares in
your account in Seacoast’s Retirement Savings Plan, if you do not submit your voting instructions by following the instructions
on the Notice or proxy card, then the trustee of the Retirement Savings Plan will vote, or not vote, in its sole discretion, the
shares of common stock in your account. For shares held in your account in the Employee Stock Purchase Plan, your shares will
not be voted if you do not give voting instructions as to such shares by proxy by the cut-off date. Please follow the instructions
on each notice or proxy card to ensure that all of your shares are voted.
Street
Name Holders
If
you are a beneficial owner and a broker, bank or other nominee is the record holder (which is commonly referred to as holding
shares in “street name”), then you received the notice of the Annual Meeting or proxy materials from the record holder.
You have the right to direct your broker or nominee how to vote your shares, and such broker or other nominee is required to vote
the shares in accordance with your instructions. Your broker or nominee should have given you instructions on how to vote your
shares. It will then be the record holder’s responsibility to vote your shares in the manner you direct. Generally, under
the rules of various securities exchanges, brokers and other record holders may vote on discretionary or routine matters, but
cannot vote on non-routine or non-discretionary matters unless they have received voting instructions from the beneficial holder.
We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought
before the Annual Meeting.
Proposals
1, 2, 3 and 4 are considered non-routine matters, and cannot be voted on by your broker without your instructions. We
therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be voted
on at the meeting.
Proposal 5 is considered a routine matter and the only proposal for which your broker or other record holders may vote.
PROXY STATEMENT 2023
If
your shares are held in street name, you are invited to attend the Annual Meeting; however, you may not vote your shares of common
stock held in street name in person at the Annual Meeting unless you request and obtain a power of attorney or other authority
from your broker or other nominee who holds your shares and bring it to the Annual Meeting. Even if you plan to attend the Annual
Meeting, we ask that you vote in advance of the Annual Meeting in case your plans change.
Revocation
of Proxies
If
your shares of common stock are registered directly in your name, you may revoke your proxy and change your vote at any time before
the polls close at the Annual Meeting. You may do this by:
| ● | timely
submitting another proxy via the telephone or internet; |
| ● | delivering
to Seacoast a written notice bearing a date later than the date of the proxy card, stating
that you revoke the proxy, with such written notice to be sent to: 815 Colorado Avenue,
P. O. Box 9012, Stuart, Florida 34995, Attention: Corporate Secretary; |
| ● | signing
and delivering to Seacoast a proxy card relating to the same shares and bearing a later
date; or |
| ● | attending
the meeting and voting in person by written ballot, although attendance at the meeting
will not, by itself, revoke a proxy. |
Also,
please note that if you have voted through your broker, bank or other nominee and you wish to change your vote, you must follow
the instructions received from such entity to change your vote.
Quorum
and Required Vote
To
hold a vote on any proposal, a quorum must be present in person or by proxy at the Annual Meeting. A quorum is a majority of the
total votes entitled to be cast by the holders of the outstanding shares of common stock as of the close of business on the Record
Date.
In
determining whether a quorum exists at the Annual Meeting for purposes of all matters to be voted on, all votes “for”
or “against,” as well as all abstentions and broker non-votes, will be counted. A “broker non-vote” occurs
when a nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the
beneficial owner.
On
the Record Date, there were 84,604,893 shares of common stock issued, outstanding and entitled to be voted, which were held by
approximately 2,639 holders of record. Therefore, at least 42,302,447 shares need to be present at the Annual Meeting or represented
by proxy in order for a quorum to exist.
If
a quorum is not present at the scheduled time of the Annual Meeting, a majority of the shareholders present or represented by
proxy may adjourn the Annual Meeting until a quorum is present. The time and place of the adjourned Annual Meeting will be announced
at the time of the adjournment, if any, and no other notice will be given. An adjournment will have no effect on the business
that may be conducted at the Annual Meeting. If the Annual Meeting is adjourned more than 120 days after the date fixed for the
original Annual Meeting, the Board of Directors must fix a new record date to determine the shareholders entitled to vote at the
adjourned Annual Meeting.
Cumulative
voting is not permitted. Abstentions and broker non-votes, if any, will not be counted for purposes of determining whether any
of the proposals have received sufficient votes for approval, but will count for purposes of determining whether or not a quorum
is present. So long as a quorum is present, abstentions and broker non-votes will have no effect on any of the matters presented
for a vote at the Annual Meeting.
To
elect directors and adopt the other proposals at the 2023 Annual Meeting, the following votes are required:
| Proposal |
Vote Required |
Do abstentions and broker non-votes count as votes cast? |
Is
broker discretionary voting allowed? |
| 1 |
Election
of Directors |
Plurality
vote (1) |
No |
No |
| 2 |
Amendment
to the Company’s Amended and Restated Articles of Incorporation |
Affirmative
vote of two-thirds (66 2/3%) of votes cast |
No |
No |
| 3 |
Amend
the Company’s Amended 2021 Incentive Plan |
Affirmative
vote of a majority of votes cast |
No |
No |
| 4 |
Advisory
(Non-binding) Vote on Executive Compensation |
Affirmative
vote of a majority of votes cast |
No |
No |
| 5 |
Ratification
of Auditor |
Affirmative
vote of a majority of votes cast |
No |
Yes |
| (1) | Under
our Bylaws, all elections of directors are decided by plurality vote. However, notwithstanding
the plurality standard, in an uncontested election for directors, which is the case for
the election under Proposal 1, our Corporate Governance Guidelines provide that if any
director nominee receives a greater number of votes “withheld” from 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 the resignation in a Form 8-K furnished to the SEC. In contested elections,
the required vote would be a plurality of votes cast and the resignation policy would
not apply. Full details of this policy are set forth in our Corporate Governance Guidelines,
available on our website at www.SeacoastBanking.com. |
SEACOAST BANKING CORPORATION OF FLORIDA
Multiple
Shareholders Sharing the Same Address
The
SEC permits delivery of one copy of the proxy materials to shareholders who have the same address and last name under a procedure
referred to as “householding”. We do not utilize householding for our shareholders of record. However, if you hold
your shares through a broker, bank or other nominee, you may receive only one copy of the notice and, as applicable, any additional
proxy materials that are delivered.
If
you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of proxy materials
mailed to you in the future, please contact your broker, bank or other nominee. However, if you want to receive a paper proxy
or notice or other proxy materials for purposes of this year’s Annual Meeting, follow the instructions included in the notice
that was sent to you.
*
* * *
Whether
or not you plan to attend the meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as
by telephone. You also may vote your shares by requesting a paper proxy card and completing, signing and returning it by
mail. Please review the instructions on each of your voting options described in this proxy statement, as well as in the
notice you received in the mail.
| |  |
| Charles
M. Shaffer |
| | Chairman
and Chief Executive Officer |
April
10, 2023
LOCATION
OF THE 2023 ANNUAL MEETING OF SHAREHOLDERS
Our
2023 Annual Meeting will be held at the Hutchinson Shores Resort: 3793 NE Ocean Blvd, Jensen Beach, FL 34957
Important
Note Regarding Virtual Annual Meeting
We
intend to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our shareholders
may have and recommendations that public health officials may continue to issue in light of the ongoing coronavirus (COVID-19)
pandemic. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting
in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such
updates on our proxy website www.proxyvote.com, and we encourage you to check this website prior to the meeting if you plan to
attend.
APPENDIX
A
INFORMATION
REGARDING NON-GAAP FINANCIAL MEASURES
This
proxy statement contains financial information determined by methods other than Generally Accepted Accounting Principles (“GAAP”).
Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations
provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes
the non-GAAP measures enhance investors’ understanding of the Company’s business and performance and if not provided
would be requested by the investor community. These measures are also useful in understanding performance trends and facilitate
comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk
that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate
these measures differently. The Company provides reconciliations between GAAP and these non-GAAP measures. These measures should
not be considered an alternative to GAAP.
PROXY STATEMENT 2023
| |
YEAR-ENDED |
| (Dollars
in thousands, except per share data) |
2022 |
2021 |
2020 |
2019 |
2018 |
| Net
Income |
$106,507 |
$124,403 |
$77,764 |
$98,739 |
$67,275 |
| Total
noninterest income |
66,091 |
70,727 |
61,570 |
56,732 |
50,022 |
| Gain
on sale of VISA stock |
– |
– |
– |
– |
– |
| Securities
losses (gains), net |
1,096 |
578 |
(1,235) |
(1,217) |
623 |
| BOLI
benefits on death (included in other income) |
– |
– |
– |
(956) |
(280) |
| Gain
on sale of domain name (included in other income) |
– |
(755) |
– |
– |
– |
| Total
Adjustments to Noninterest Income |
1,096 |
(177) |
(1,235) |
(2,173) |
343 |
| Total
Adjusted Noninterest Income |
67,187 |
70,550 |
60,335 |
54,559 |
50,365 |
| Total
noninterest expense |
267,934 |
197,435 |
185,552 |
160,739 |
162,273 |
| Merger
related charges |
(27,925) |
(7,853) |
(9,074) |
(969) |
(9,681) |
| Amortization
of intangibles |
(9,101) |
(5,033) |
(5,857) |
(5,826) |
(4,300) |
| Business
continuity expenses |
– |
– |
(307) |
(95) |
– |
| Branch
reductions and other expense initiatives |
(1,210) |
(2,150) |
(818) |
(1,846) |
(587) |
| Total
Adjustments to Noninterest Expense |
(38,236) |
(15,036) |
(16,056) |
(8,736) |
(14,568) |
| Total
Adjusted Noninterest Expense |
229,698 |
182,399 |
169,496 |
152,003 |
147,705 |
| Income
Taxes |
31,629 |
34,335 |
22,818 |
29,873 |
20,259 |
| Tax
effect of adjustments |
9,969 |
3,536 |
3,635 |
1,846 |
3,834 |
| Taxes
and tax penalties on acquisition-related BOLI redemption |
(276) |
– |
– |
– |
(485) |
| Effect
of change in corporate tax rate on deferred tax assets |
– |
774 |
– |
(1,135) |
(248) |
| Total
Adjustments to Income Taxes |
9,693 |
4,310 |
3,635 |
711 |
3,101 |
| Adjusted
Income Taxes |
41,322 |
38,645 |
26,453 |
30,584 |
23,360 |
| Adjusted
Net Income |
$
136,146 |
$134,952 |
$88,950 |
$104,591 |
$79,085 |
| Earnings
per diluted share, as reported |
$1.66 |
$2.18 |
$1.44 |
$1.90 |
$1.38 |
| Adjusted
Earnings per Diluted Share |
2.12 |
2.36 |
1.65 |
2.01 |
1.62 |
| Average
diluted shares outstanding |
64,264 |
57,088 |
53,930 |
52,029 |
48,748 |
| Adjusted
Noninterest Expense |
$229,698 |
$182,399 |
$169,496 |
$152,003 |
$147,705 |
| Provision
for credit losses on unfunded commitments |
(1,157) |
(133) |
(185) |
– |
– |
| Foreclosed
property expense and net gain/(loss) on sale |
1,534 |
264 |
(2,263) |
(51) |
(460) |
| Net
Adjusted Noninterest Expense |
$230,075 |
$182,530 |
$167,048 |
$151,952 |
$147,245 |
| Revenue |
$432,253 |
$346,752 |
$324,313 |
$300,350 |
$261,537 |
| Total
Adjustments to Revenue |
1,096 |
(177) |
(1,235) |
(2,173) |
343 |
| Impact
of FTE adjustment |
498 |
516 |
460 |
335 |
441 |
| Adjusted
Revenue on a fully taxable equivalent basis |
$433,847 |
$347,091 |
$323,538 |
$298,512 |
$262,321 |
| Adjusted
Efficiency Ratio |
53.03
% |
52.59% |
51.63% |
50.90% |
56.13% |
| Average
Assets |
$11,051,428 |
$9,337,054 |
$7,860,000 |
$6,831,280 |
$6,057,335 |
| Less
average goodwill and intangible assets |
(360,217) |
(249,089) |
(231,267) |
(228,042) |
(178,287) |
| Average
Tangible Assets |
$10,691,211 |
$9,087,965 |
$7,628,733 |
$6,603,238 |
$5,879,048 |
| Return
on Average Assets (ROA) |
0.96% |
1.33% |
0.99% |
1.45% |
1.11% |
| Impact
of removing average intangible assets and related amortization |
0.10% |
0.08% |
0.09% |
0.11% |
0.09% |
| Adjusted
Return on Average Tangible Assets (ROTA) |
1.06% |
1.41% |
1.08% |
1.56% |
1.20% |
| Impact
of other adjustments for Adjusted Net Income |
0.21% |
0.07% |
0.09% |
0.02% |
0.15% |
| Adjusted
Return on Average Tangible Assets |
1.27% |
1.48% |
1.17% |
1.58% |
1.35% |
| Average
Shareholders’ Equity |
$1,418,855 |
$1,215,312 |
$1,045,219 |
$928,793 |
$740,571 |
| Less
average goodwill and intangible assets |
(360,217) |
(249,089) |
(231,267) |
(228,042) |
(178,287) |
| Average
Tangible Equity |
$1,058,638 |
$966,223 |
$813,952 |
$700,751 |
$562,284 |
| Return
on Average Shareholders’ Equity |
7.51% |
10.24% |
7.44% |
10.63% |
9.08% |
| Impact
of removing average intangible assets and related amortization |
3.19% |
3.03% |
2.66% |
4.09% |
3.46% |
| Return
on Average Tangible Common Equity (ROTCE) |
10.70% |
13.27% |
10.10% |
14.72% |
12.54% |
| Impact
of other adjustments for Adjusted Net Income |
2.16% |
0.70% |
0.83% |
0.21% |
1.52% |
| Adjusted
Return on Average Tangible Common Equity |
12.86% |
13.97% |
10.93% |
14.93% |
14.06% |
SEACOAST BANKING CORPORATION OF FLORIDA
APPENDIX
B
ARTICLES
OF AMENDMENT OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA
Seacoast
Banking Corporation of Florida, a corporation organized and existing under the laws of the State of Florida (the “Corporation”),
in accordance with the provisions of Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), hereby
certifies as follows:
I.
The
name of the Corporation is Seacoast Banking Corporation of Florida.
II.
After
the filing and effectiveness pursuant to the FBCA of these Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Corporation, at [●] on [●], 2023 (the “Effective Time”), the Whole Board of
Directors shall be between 3 and 14. Section 6.01 of the Corporation’s Amended and Restated Articles of Incorporation
is hereby amended to read in its entirety as follows:
6.01 Number. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, each of whose members shall have the qualifications, if any, set
forth in the Bylaws, and who need not be residents of the State of Florida. The number of directors of the Corporation
(exclusive of directors to be elected by the holders of any one or more series of Preferred Stock voting separately as a
class or classes) that shall constitute the Whole Board of Directors shall be between 3 and 14, with the exact number
determined from time to time by resolution adopted by the affirmative vote of at least (i) two-thirds (66 2/3%) of the Whole
Board of Directors and (ii) a majority of the Continuing Directors.
III.
The
only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of the
Corporation’s Common Stock. These Articles of Amendment were duly adopted by such shareholders on May 22, 2023, at the Corporation’s
annual meeting of shareholders. The number of votes cast for the amendment above by the shareholders was sufficient for their
approval.
IN
WITNESS WHEREOF, Seacoast Banking Corporation of Florida has caused these Articles of Amendment to be signed by Charles M. Shaffer,
its Chairman and Chief Executive Officer, this day of ,
2023.
| |
Seacoast Banking
Corporation of Florida |
| |
|
| |
By: |
| |
|
| |
Name: Charles M. Shaffer |
| |
Title: Chairman and Chief Executive
Officer |
APPENDIX
C
AMENDED
2021 INCENTIVE PLAN OF SEACOAST BANKING CORPORATION OF FLORIDA
ARTICLE
1
PURPOSE
1.1.
GENERAL. The purpose of the Seacoast Banking Corporation of Florida Amended 2021 Incentive Plan (the “Plan”) is to
promote the success, and enhance the value, of Seacoast Banking Corporation of Florida (the “Company”), by linking the
personal interests of employees, officers, directors, consultants and advisors of the Company or any Affiliate (as defined below) to
those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers,
directors, consultants and advisors upon whose judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees,
officers, directors, consultants and advisors of the Company and its Affiliates.
PROXY STATEMENT 2023
ARTICLE
2
DEFINITIONS
2.1.
DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not
commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1
unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:
(a)
“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries
controls, is controlled by or is under common control with, the Company, as determined by the Committee.
(b) “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock
Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant
under the Plan.
(c)
“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting
forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates
or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide
for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper
means for the acceptance thereof and actions thereunder by a Participant.
(d)
“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under
the 1934 Act.
(e)
“Board” means the Board of Directors of the Company.
(f)
“Cause” as a reason for a Participant’s termination of Continuous Service shall have the meaning assigned such
term in the employment, consulting, severance or similar agreement, if any, between such Participant and the Company or an Affiliate;
provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is defined,
and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by
the Participant, as determined by the Committee: gross neglect of duty, prolonged absence from duty without the consent of the
Company, material breach by the Participant of any published Company code of conduct or code of ethics; or willful misconduct,
misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s
termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director
under applicable Florida law. The determination of the Committee as to the existence of “Cause” shall be conclusive
on the Participant and the Company.
(g)
“Change in Control” means and includes the occurrence of any one of the following events:
(i)
during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director
after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a
majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially
elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the
election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or
(ii)
any Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of common
stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined
voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company
Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company
Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company,
(x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in
subsection (iii) below); or
(iii)
the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially
all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other
entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially
all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and
outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly
or indirectly, more than 35% of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity
resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries,
the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization,
Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be,
and (B) no person (other than (x) the Company or any
Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored
or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 35% or more of the total common stock
or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity,
and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time
of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition
(any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed
to be a “Non-Qualifying Transaction”); or
SEACOAST BANKING CORPORATION OF FLORIDA
(iv)
approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(h)
“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references
to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar
provision.
(i)
“Committee” means the committee of the Board described in Article 4.
(j)
“Company” means Seacoast Banking Corporation of Florida, a Florida corporation, or any successor corporation.
(k)
“Continuous Service” means the absence of any interruption or termination of service as an employee, officer, director,
consultant or advisor of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock
Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the
Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered
interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates,
or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition
of the Participant’s employer from the Company or any Affiliate, or (iii) a Participant transfers from being an employee
of the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa, or (iv) subject to the prior
approval of the Committee, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant
to the Company or of an Affiliate, or vice versa, or (v) any leave of absence authorized in writing by the Company prior to its
commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease
to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military,
government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined
in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided,
however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply
with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).
(l)
“Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the
equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or
as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral
elections.
(m)
“Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees
of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means
Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether
a Participant is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area
to which such Disability relates.
(n)
“Dividend Equivalent” means a right granted with respect to an Award pursuant to Article 11.
(o)
“Effective Date” has the meaning assigned such term in Section 3.1.
(p)
“Eligible Participant” means an employee (including a leased employee), officer, director, consultant or advisor
of the Company or any Affiliate.
(q)
“Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded.
(r)
“Fair Market Value,” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on the
principal such Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, or (ii) if the Stock is not listed on an Exchange, the mean between the bid and offered
prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an
interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair
Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance
with Code Section 409A.
(s)
“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the
issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).
(t)
“Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term
in the employment, consulting, severance or similar agreement, if any, between a Participant and the Company or an Affiliate;
provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is
defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If
not defined in either such document, the term “Good Reason” as used herein shall not apply to a particular
Award.
PROXY STATEMENT 2023
(u) “Grant
Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the
Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice
of the grant shall be a provided to the grantee within a reasonable time after the Grant Date.
(v) “Incentive
Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422
of the Code or any successor provision thereto.
(w) “Independent
Directors” means those members of the Board who qualify at any given time as (a) an “independent” director under
the applicable rules of each Exchange on which the Shares are listed, and (b) a “non-employee” director under Rule
16b-3 of the 1934 Act.
(x) “Non-Employee
Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.
(y) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
(z) “Option”
means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
(aa) “Other
Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by reference to
Stock or other Awards relating to Stock.
(bb) “Parent”
means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the
outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option,
Parent shall have the meaning set forth in Section 424(e) of the Code.
(cc) “Participant”
means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant,
the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other
legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
(dd) “Performance Award” means any award granted under the Plan pursuant to Article 10.
(ee) “Person”
means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or
14(d)(2) of the 1934 Act.
(ff)
“Plan” means the Seacoast Banking Corporation of Florida 2021 Incentive Plan, as amended from time to time.
(gg) “Prior Plan” means the Seacoast Banking Corporation of Florida 2013 Long-Term Incentive Plan, as Amended.
(hh) “Restricted
Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.
(ii) “Restricted
Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value
in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk
of forfeiture.
(jj) “Retirement”
shall mean (i) for Awards granted prior to January 1, 2023, except as otherwise provided in an Award Certificate, a Participant’s
termination of his or her Continuous Service with the Company and any Affiliate, if at the time of such termination the Participant’s
years of service as an employee of the Company or any Affiliate equals or exceeds 5 years and the Participant has at least attained
the age of 55, and (ii) for Awards granted on or after January 1, 2023, except as otherwise provided in an Award Certificate,
a Participant’s termination of his or her Continuous Service with the Company and any Affiliate, if at the time of such
termination (A) the Participant’s years of service as an employee of the Company or any Affiliate equals or exceeds 10 years
and the Participant has at least attained the age of 65 and (B) no condition exists that would have allowed the Participant’s
Continuous Service to have been terminated for Cause.”
(kk) “Shares”
means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to the Shares (whether
or not pursuant to Article 14), the term “Shares” shall also include any shares of stock or other securities that
are substituted for Shares or into which Shares are adjusted.
(ll) “Stock”
means the $0.10 par value common stock of the Company and such other securities of the Company as may be substituted for Stock
pursuant to Article 14.
(mm) “Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR,
all as determined pursuant to Article 8.
(nn) “Subsidiary”
means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive
Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.
(oo) “1933 Act” means the Securities Act of 1933, as amended from time to time.
(pp)
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time. 72
SEACOAST BANKING CORPORATION OF FLORIDA
ARTICLE
3
EFFECTIVE
TERM OF PLAN
3.1.
EFFECTIVE DATE. The Plan will become effective on the date that it is adopted by the Company’s shareholders (the “Effective
Date”).
3.2.
TERM OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary
of the Effective Date or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to
the Plan, the tenth anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity
of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions
of the Plan.
ARTICLE
4
ADMINISTRATION
4.1.
COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least
two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended
that at least two of the directors appointed to serve on the Committee shall be Independent Directors and that any such members
of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are
made to Eligible Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules
of Section 16 of the 1934 Act. However, the mere fact that a Committee member shall fail to qualify as an Independent Director
or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time
in the discretion of, the Board. Unless and until changed by the Board, the Compensation and Governance Committee of the Board
is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility
of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has
reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have
all the powers and protections of the Committee hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee,
the actions of the Board shall control.
4.2.
ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt
rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations,
not inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the
intent of the Plan. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate
and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent
certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company
or the Committee to assist in the administration of the Plan. No member of the Committee will be liable for any good faith determination,
act or omission in connection with the Plan or any Award.
4.3.
AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 and 4.5 hereof, the Committee has the exclusive power, authority
and discretion to:
(a) Grant Awards;
(b) Designate Participants;
(c) Determine the type or types of Awards to be granted to each Participant;
(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;
(e) Determine the terms and conditions of any Award granted under the Plan;
(f) Prescribe the form of each Award Certificate, which need not be identical for each Participant;
(g) Decide all other matters that must be determined in connection with an Award;
(h) Establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;
(i) Make
all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to
administer the Plan;
(j) Amend the Plan or any Award Certificate as provided herein; and
(k) Adopt
such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United
States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives
of the Plan.
PROXY STATEMENT 2023
4.4.
DELEGATION. The Committee may delegate to one or more of its members or to one or more officers of the Company or an
Affiliate or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the
Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to
render advice with respect to any responsibility the Committee or such individuals may have under this Plan. In addition, the
Board or the Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who
may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards,
to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan,
and (ii) to determine the number of such Awards to be received by any such
Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be
made with respect to the grant of Awards to eligible participants who are subject to Section 16(a) of the 1934 Act at the
Grant Date. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report
regularly to the Board and the Committee regarding the delegated duties and responsibilities and any Awards so granted.
4.5.
INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company
to whom authority was delegated in accordance with this Article 4 shall be indemnified and held harmless by the Company against
and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action,
suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle
and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability,
or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.
ARTICLE
5
SHARES
SUBJECT TO THE PLAN
5.1.
NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved
and available for issuance pursuant to Awards granted under the Plan shall be 3,750,000, plus a number of Shares (not to exceed
269,979) underlying awards outstanding as of the Effective Date under the Prior Plan that thereafter terminate or expire unexercised
or are cancelled, forfeited, or lapse for any reason. The maximum number of Shares that may be issued upon exercise of Incentive
Stock Options granted under the Plan shall be 3,750,000. From and after the Effective Date, no further awards shall be granted under
the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain
outstanding.
5.2.
SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date, but shall
be added back to the Plan share reserve in accordance with this Section 5.2.
(a) To
the extent that all or a portion of an Award is canceled, terminates, expires, is forfeited or lapses for any reason, including
by reason of failure to meet time-based and/or performance-based vesting requirements, any unissued or forfeited Shares originally
subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted
under the Plan.
(b) Shares
subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to
Awards granted under the Plan.
(c) The
full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant
to Awards made under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares
to the Company (by either actual delivery or attestation).
(d) The
full number of Shares subject to a SAR that is settled in Shares shall count against the number of Shares remaining available
for issuance pursuant to Awards made under the Plan (rather than the net number of Shares actually delivered upon exercise).
(e) Shares
withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for
issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements
shall not be added to the Plan share reserve.
(f) Shares
repurchased by the Company on the open market with the proceeds of an Option exercise shall not be added to the Plan share reserve.
(g) Substitute
Awards granted pursuant to Section 13.10 of the Plan shall not count against the Shares otherwise available for issuance under
the Plan under Section 5.1.
(h) Subject
to applicable Exchange requirements, shares available under a shareholder-approved plan of a company acquired by the Company (as
appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals
who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum
share limitation specified in Section 5.1.
SEACOAST BANKING CORPORATION OF FLORIDA
5.3.
STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued
Stock, treasury Stock or Stock purchased on the open market.
5.4.
LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in
Article 14), with respect to any one calendar year, the aggregate compensation that may be granted to any non-employee director,
including all meeting fees, cash retainers and retainers granted in the form of Awards, shall not exceed $750,000, including in
the case of a non-employee Chairman of the Board or Lead Director. For purposes of such limit, the value of Awards will be determined
based on the aggregate Grant Date fair value of all awards issued to the director in such year (computed in accordance with applicable
financial accounting rules).
ARTICLE
6
ELIGIBILITY
6.1.
GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants
who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants
who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an
“eligible issuer of service recipient stock” within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) of the
final regulations under Code Section 409A.
ARTICLE
7
STOCK
OPTIONS
7.1.
GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:
(a) EXERCISE
PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for
any Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market
Value as of the Grant Date.
(b)
PROHIBITION ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of shareholders of the
Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be
cancelled or surrendered in exchange for Options, SARs or other Awards with an exercise or base price that is less than the
exercise price of the original Option, (iii) an Option may not be cancelled or surrendered in exchange for other Awards if
the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option,
and (iv) an Option may not be cancelled or surrendered for value (in cash or otherwise) from a Participant if the current
Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.
(c) TIME
AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in
part, including a provision that an Option that is otherwise exercisable and has an exercise price that is less than the Fair
Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term by means
of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise
date, less the number of Shares required for tax withholding. The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be exercised or vested.
(d) PAYMENT.
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods
by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant
Date, payment of the exercise price of an Option may be made in, in whole or in part, in the form of (i) cash or cash equivalents,
(ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares
on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares
on the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.
(e) EXERCISE
TERM. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall
be exercisable for more than ten years from the Grant Date.
(f) NO
DEFERRAL FEATURE. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the Option.
(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.
7.2.
INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements
of Section 422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant
Date owns more than 10% of the voting power of all classes of shares of the Company must have an exercise price per Share of not
less than 110% of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of
the requirements of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory
Stock Option.
PROXY STATEMENT 2023
ARTICLE
8
STOCK
APPRECIATION RIGHTS
8.1.
GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the
following terms and conditions:
(a)
RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which
the SAR is being exercised, the excess, if any, of:
(1) The Fair Market Value of one Share on the date of exercise; over
(2)
The base price of the SAR as determined by the Committee and set forth in the Award Certificate, which (other than for a SAR
issued as a substitute Award pursuant to section 13.10) shall not be less than the Fair Market Value of one Share on the
Grant Date.
(b) PROHIBITION
ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of shareholders of the Company: (i) the base
price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled or surrendered in exchange for Options,
SARs or other Awards with an exercise or base price that is less than the base price of the original SAR, (iii) a SAR may not
be cancelled or surrendered in exchange for other Awards if the current Fair Market Value of the Shares underlying the SAR is
lower than the base price per share of the SAR, and (iv) a SAR may not be cancelled or surrendered for value (in cash or otherwise)
from a Participant if the current Fair Market Value of the Shares underlying the SAR is lower than the base price per share of
the SAR.
(c) TIME
AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part,
including a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of
the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder
to cash or Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares required for
tax withholding. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than
ten years from the Grant Date.
(d) NO
DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the SAR.
(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.
ARTICLE
9
RESTRICTED
STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS
9.1.
GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of
Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and
conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall
be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.
9.2.
ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination
at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate
or any special Plan document governing an Award, a Participant shall have none of the rights of a shareholder with respect to
Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of such Awards.
9.3
DIVIDENDS ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may provide that ordinary cash dividends declared
on the Shares before they are vested (i) will be forfeited, (ii) will be deemed to have been reinvested in additional Shares or
otherwise reinvested (subject to Share availability under Section 5.1 hereof) and subject to the same vesting provisions as provided
for the host Award, or (iii) will be credited by the Company to an account for the Participant and accumulated without interest
until the date on which the host Award becomes vested, and any dividends accrued with respect to forfeited Restricted Stock will
be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall dividends
be paid or distributed until the vesting restrictions of the underlying Award lapse.
9.4.
FORFEITURE. Subject to the terms of the Award Certificate and except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon
failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that
are at that time subject to restrictions shall be forfeited.
SEACOAST BANKING CORPORATION OF FLORIDA
9.5.
DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by
book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the
Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name
of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant,
such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted
Stock.
ARTICLE
10
PERFORMANCE
AWARDS
10.1.
GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards,
with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with
performance-based vesting criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion
to determine the number of Performance Awards granted to each Participant, subject to Section 5.4, and to designate the provisions
of such Performance Awards as provided in Section 4.3. Any Dividend Equivalents granted with respect to a Performance Award shall
be subject to Section 11.1.
10.2.
PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria
selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives
that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company
or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure
of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render
performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems
appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance
period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust,
change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and
period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the
Committee.
ARTICLE
11
DIVIDEND
EQUIVALENTS
11.1.
GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards
granted hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle
the Participant to receive payments equal to ordinary cash dividends with respect to all or a portion of the number of Shares
subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents (i) will be
deemed to have been reinvested in additional Shares or otherwise reinvested (subject to Share availability under Section 5.1 hereof)
and subject to the same vesting provisions as provided for the host Award, or (ii) be credited by the Company to an account for
the Participant and accumulated without interest until the date on which the host Award becomes vested, and, in either case, any
Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration
or any act or action by the Participant. In no event shall dividends be paid or distributed until the vesting restrictions of
the underlying Award lapse.
ARTICLE
12
STOCK
OR OTHER STOCK-BASED AWARDS
12.1.
GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant
to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related
to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded
purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Shares, and Awards valued by reference to book value per Share (or net asset value
per Share) or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine
the terms and conditions of such Awards. Any Dividend Equivalents granted with respect to an Award under this Section 12.1 shall
be subject to Section 11.1.
ARTICLE
13
PROVISIONS
APPLICABLE TO AWARDS
13.1.
AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions,
not inconsistent with the Plan, as may be specified by the Committee.
13.2.
FORM OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination
of cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include
such terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of
Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in
the form of a lump sum, or in installments, as determined by the Committee.
13.3.
LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation,
or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award
shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not)
permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result
in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code
Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable Awards.
PROXY STATEMENT 2023
13.4.
BENEFICIARIES. Notwithstanding Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary
to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all
terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award
Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary
has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the
Company, at any time provided the change or revocation is filed with the Company.
13.5.
STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions
as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules
of any Exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.
13.6
ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document
governing an Award, upon the termination of a person’s Continuous Service by reason of death or Disability:
(i) each
that Participant’s outstanding Options and SARs, or the portions of such outstanding Options and SARs, as applicable, that
are solely subject to time-based vesting requirements shall become vested and fully exercisable as of the date of termination,
and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the
Option or SAR;
(ii) each
of that Participant’s other outstanding Awards, or the portions of such other outstanding Awards, as applicable, that are
solely subject to time-based vesting restrictions shall become vested, and such restrictions shall lapse as of the date of termination;
and
(iii) the
payout opportunities attainable under each of that Participant’s outstanding Options, SARs and other Awards, or the portions
of such outstanding Options, SARs and other Awards, as applicable, that are solely subject to performance-vesting requirements
or restrictions shall be deemed to have been earned as of the date of termination as follows:
(A) if
the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will
be deemed to have been achieved at the “target” level, and
(B)
if the date of termination occurs during the second half of the applicable performance period, then all relevant performance
goals will be deemed to have been achieved at the “target” level or, if greater, the actual level of achievement
of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding
the date of termination.
To
the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d),
the excess Options shall be deemed to be Nonstatutory Stock Options.
13.7.
EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 13.7 shall apply in the case of a Change in Control, unless
otherwise provided in the Award Certificate or any special Plan document or separate agreement with a Participant governing an
Award.
(a) Awards
Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the Surviving Entity or otherwise equitably
converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change
in Control, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then
(i) all of that Participant’s outstanding Options, SARs and other Awards in the nature of rights that may be
exercised shall become fully exercisable, (ii) all time-based vesting restrictions on his or her outstanding Awards shall
lapse, and (iii) the payout level under all of that Participant’s performance-based Awards that were outstanding
immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the
date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level
if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of
achievement of all relevant performance goals against target (measured as of the end of the calendar quarter immediately
preceding the date of termination), if the date of termination occurs during the second half of the applicable performance
period, and, in either such case, there shall be a pro rata payout to such Participant within sixty (60) days following the
date of termination of employment (unless a later date is required by Section 16.3 hereof), based upon the length of time
within the performance period that has elapsed prior to the date of termination of employment. With regard to each Award, a
Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes such
provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate
that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards shall
thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent
that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the
excess Options shall be deemed to be Nonstatutory Stock Options.
SEACOAST BANKING CORPORATION OF FLORIDA
(b) Awards
not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards
assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a
manner approved by the Committee or the Board: (i) outstanding Options, SARs, and other Awards in the nature of rights that may
be exercised shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii)
the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to have been fully earned
as of the effective date of the Change in Control based upon (A) an assumed achievement of all relevant performance goals at the
“target” level if the Change in Control occurs during the first half of the applicable performance period, or (B)
the greater of the “target” level or the actual level of achievement of all relevant performance goals against target
measured as of the date of the Change in Control, if the Change in Control occurs during the second half of the applicable performance
period. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate.
To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d),
the excess Options shall be deemed to be Nonstatutory Stock Options.
13.8.
ACCELERATION FOR OTHER REASONS. Regardless of whether an event has occurred as described in Section 13.6 or 13.7 above, the
Committee may in its sole discretion at any time determine that, upon the termination of service of a Participant, or the occurrence
of a Change in Control, all or a portion of such Participant’s Options, SARs and other Awards in the nature of rights that
may be exercised shall become fully or partially vested and exercisable, that all or a part of the restrictions on all or a portion
of the Participant’s outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards
held by that Participant shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may,
in its sole discretion, declare. The Committee may provide for different treatment among Participants and among Awards granted
to a Participant in exercising its discretion pursuant to this Section 13.8.
13.9.
FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt
from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate
that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation
of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that
may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company
or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on
materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the
Participant caused or contributed to such material inaccuracy. Nothing contained herein or in any Award Certificate prohibits
the Participant from: (1) reporting possible violations of federal law or regulations, including any possible securities laws
violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower
provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including
but not limited to any such programs managed by the U.S. Securities and Exchange.
13.10.
SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by
employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the
former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock
of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions
as the Committee considers appropriate in the circumstances.
ARTICLE
14
CHANGES
IN CAPITAL STRUCTURE
14.1.
MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its shareholders that causes
the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, reverse stock
split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 and
Section 5.4 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it
deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such
transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under
the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the
exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award;
and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee
shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the
stock right under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in
the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 and Section 5.4 shall
automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without
the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate
purchase price therefor.
14.2
DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company
(including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction
described in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather
than Stock, (ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will
expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party
to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding
Awards may be settled by payment in cash or cash equivalents equal to the excess of the fair market value of the underlying Stock,
as of a specified date associated with the transaction (or the per-shares transaction price), over the exercise or base price
of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination
of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether
or not such Participants are similarly situated.
PROXY STATEMENT 2023
14.3
GENERAL. Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2.
To the extent that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive
Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
ARTICLE
15
AMENDMENT,
MODIFICATION AND TERMINATION
15.1.
AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify
or terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable
opinion of the Board or the Committee, either (i) materially increase the number of Shares available under the Plan (other than
pursuant to Article 14), (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible
to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring
shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange,
then such amendment shall be subject to shareholder approval; and provided, further, that the Board or Committee may condition
any other amendment or modification on the approval of shareholders of the Company for any reason, including by reason of such
approval being necessary or deemed advisable (i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy
any other tax, securities or other applicable laws, policies or regulations. Except as otherwise provided in Section 14.1, without
the prior approval of the shareholders of the Company, the Plan may not be amended to permit: (i) the exercise price or base price
of an Option or SAR to be reduced, directly or indirectly, (ii) an Option or SAR to be cancelled in exchange for cash, other Awards,
or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or
SAR, or otherwise, or (iii) the Company to repurchase an Option or SAR for value (in cash or otherwise) from a Participant if
the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share
of the Option or SAR.
15.2.
AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding
Award without approval of the Participant; provided, however:
(a) Subject
to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s
consent, reduce or diminish the value of such Award;
(b) Except
as otherwise provided in Article 14, without the prior approval of the shareholders of the Company: (i) the exercise price or
base price of an Option or SAR may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange
for Options, SARs or other Awards with an exercise or base price that is less than the exercise price or base price of the original
Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a
Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base
price per share of the Option or SAR; and
(c) No
termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without
the written consent of the Participant affected thereby.
15.3.
COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend
the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose
of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including,
but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting
an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under
the Plan without further consideration or action.
ARTICLE
16
GENERAL
PROVISIONS
16.1.
RIGHTS OF PARTICIPANTS.
(a) No
Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its
Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under
the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards
(whether or not such Eligible Participants are similarly situated).
(b) Nothing
in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or
limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an
officer, or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue
as an employee, officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award
or otherwise.
(c) Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and,
accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.
(d)
No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.
SEACOAST BANKING CORPORATION OF FLORIDA
16.2.
WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, local and foreign
taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse
of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be
conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by
the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or
in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the amount
required to be withheld in accordance with applicable tax requirements, all in accordance with such procedures as the
Committee approves (which procedures may permit withholding up to the maximum individual statutory rate in the
applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification).
All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.
16.3.
SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.
(a)
General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be
construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or
any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers,
employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest,
penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any
Award.
(b)
Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent
that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A
of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form
of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any
Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation
from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such
different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such
Change in Control, Disability or separation from service meet any description or definition of “change in control
event”, “disability” or “separation from service”, as the case may be, in Section 409A of the
Code and applicable regulations (without giving effect to any elective provisions that may be available under such
definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change in Control,
Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount
or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be
made at the time and in the form that would have applied absent the non-409A-conforming event.
(c)
Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar
limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human Resources)
shall determine which Awards or portions thereof will be subject to such exemptions.
(d)
Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Certificate to the contrary,
if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable
under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which
the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the
Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes):
(i)
the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately
following the Participant’s separation from service will be accumulated through and paid or provided on the first day
of the seventh month following the Participant’s separation from service (or, if the Participant dies during such
period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”);
and
(ii)
the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the
Required Delay Period.
For
purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the
final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees
and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred
compensation arrangements of the Company, including this Plan.
(e)
Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such
Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments
and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments”
has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).
(f)
Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation
of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date
of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment
or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such
60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above,
(i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during
such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year,
the payment shall be made or commence during
the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing
and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words,
a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
PROXY STATEMENT 2023
(g)
Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under
Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the
requirements of Treas. Reg. Section 1.409A-3(j)(4).
16.4.
UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation.
With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate
shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its
sole discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created
under the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards. This Plan is not intended to be subject
to ERISA.
16.5.
RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless
provided otherwise in such other plan. Nothing contained in the Plan will prevent the Company from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.
16.6.
EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
16.7.
TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the
event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
16.8.
GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include the plural.
16.9.
FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash
shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.
16.10.
GOVERNMENT AND OTHER REGULATIONS.
(a)
Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any
period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the
Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to
an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant
to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated
under the 1933 Act.
(b)
Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing
or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or
practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased,
delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval
shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or
purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the
Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall
not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s
determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any
securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the
issuance and delivery of such certificates to comply with any such law, regulation or requirement.
16.11.
GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance
with and governed by the laws of the State of Florida.
16.12.
SEVERABILITY. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or
unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable
provision was not contained herein.
16.13.
NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company
to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for
proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee
so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms
of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.
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