Seacoast Banking Corp Of Florida PRE 14A, filed Mar 28, 2025

Seacoast Banking Corp Of Florida (SBCF)

PRE 14A 2025-03-28 For: 2024-12-31

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Pay Element	Purpose	Determination	2024 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 increases for our NEOs, including our CEO, were 5% or less in 2024, except for Ms. Kleffel whose salary was increased by 16% in recognition of her promotion to COO effective December 18, 2023.
Annual Short-Term Incentive Awards	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 2024, these goals included return on average tangible assets, customer acquisition, and earnings per share. Qualitative goals were primarily related to achieving the Company’s strategic objectives. The final amount is determined by the CGC’s qualitative assessment of overall performance.	Individual and Company performance were evaluated in Q1 2025, with corresponding payout determinations approved in March 2025, reflecting Company performance in 2024, as well as subjective adjustments based on the achievement of individual goals and performance. Short-term incentive awards were paid out in the form of cash in April 2025.
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 at the vesting date.	PSUs granted in 2024 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 (2024-2026) relative to a peer group. PSUs for which performance goals are met will vest on December 31, 2027, 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 at the vesting date.	RSAs granted in 2024 vest in equal annual installments over three years.


Item	Proposal	Board Voting Recommendation	Vote Required
1	Election of Four Class II Directors	FOR ALL	Plurality vote*
2	Amend the Company's Amended and Restated Articles of Incorporation to Increase Authorized Shares of Common Stock	FOR	Affirmative vote of a majority 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	Advisory (Non-binding) Vote to Approve Frequency of Future Advisory Executive Compensation	ONE YEAR	Affirmative vote of a majority of votes cast
6	Ratification of Appointment of Crowe LLP as Independent Auditor for 2025	FOR	Affirmative vote of a majority of votes cast


Name	Age	Director Since	Current Occupation	Independent	No. of Other Public Boards
Dennis J. Arczynski	73	2013	Risk Management, Corporate Governance, Regulatory Affairs and Banking Consultant	✔	0
Eduardo J. Arriola	52	2024	Former Market Executive of Bank, and Former Chairman and CEO of Apollo Bank		0
Maryann Goebel	74	2014	Independent IT Management Consultant	✔	1
Robert J. Lipstein	69	2019	Retired Senior Partner at KPMG LLP	✔	1


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 judgement •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


Board Independence			•A total of 9 of our 12 directors are considered independent as of the Annual Meeting date. •Our Chairman and CEO is the only member of management who serves as a director.
Board Refreshment			•We seek a board that, considered as a group, will possess a breadth of experience and differences with respect to personal, educational or professional experience, 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.
Board Committees			•We have five standing Board committees—Audit; Compensation and Governance (“CGC”); Corporate Development (“CDC”), Enterprise Risk Management (“ERMC”); and Information Technology (“ITC”). •The Audit Committee and CGC consist entirely of independent, non-management directors. •Chairs of the committees shape the agenda and information presented to their committees.
Lead Independent Director			•Our independent directors elect a lead independent director annually. •Our lead independent director chairs regularly scheduled executive sessions, without management present, at which directors can discuss management performance, succession planning, board informational needs, board effectiveness or any other matter.
Board Oversight of Strategy & Risk			•Our Board has ultimate oversight responsibility for strategy and risk management. •Our Board directly advises management on development and execution of the Company’s strategy and provides oversight through regular updates. •The CDC helps ensure that the strategic vision for the Company is fulfilled by challenging, proposing, reviewing, and monitoring corporate development initiatives of the Company relating to M&A activity, capital allocation and planning, corporate development strategies, and shareholder relations. •Through an integrated process, key risks, including those related to data privacy and cybersecurity are reviewed and evaluated by the ITC in collaboration with the ERMC before they are reviewed by the Board. •The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. •The Audit Committee oversees the Company’s financial statements and internal accounting controls and processes. •The CGC oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking, assists with its leadership assessment and CEO succession planning and monitors the Company’s human capital management and sustainability 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, as well as ongoing education and development. •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.


			To our fellow shareholders, customers, partners and friends: The year 2024 highlighted our commitment to Seacoast’s core principles including our unwavering focus on relationship-based community banking and the careful, deliberate management of our balance sheet. We achieved strong results in 2024 and delivered value for our shareholders, generating net income of $121.0 million, or $1.42 per diluted share, while maintaining industry-leading capital levels, including a Tier 1 Capital ratio of 14.8%. We believe these results demonstrate the strength of the Seacoast franchise, including our disciplined approach to balance sheet management and our strong risk management framework. After a period of successful integration of several acquisitions, and appropriate conservatism in response to the industry events in 2023, the Company returned to a more growth-focused lending posture in 2024. We made key investments, hiring 30 new bankers, appointing new regional presidents across the Florida footprint, expanding our treasury deposit product offerings, and broadening our marketing efforts. The value of these investments became evident as the loan pipeline quickly built. This culminated in loan growth returning to high-single-digit levels by the third quarter of 2024, with record loan production in the fourth quarter of 2024. That said, we have remained steadfast in our commitment to build franchise value through relationship lending, while prudently managing risk. The tireless efforts of our dedicated team of associates continued to strengthen our competitive position in 2024, and our deposit market share in Florida ranks us among the top 15 banks operating the state. We are also proud to share some of our recent achievements in 2024. Seacoast Bank was named among American Banker’s Best Banks to Work For, marking the fifth consecutive year we have received this honor. Additionally, we earned the Great Place To Work Certification® for the second year in a row, with an impressive 91% of employees affirming that Seacoast is an outstanding place to work. Furthermore, Seacoast was recognized on Fortune’s 2024 Best Workplaces for Women list. In February 2025, we announced our plans to grow in Central Florida with the acquisition of Heartland National Bank. The transaction, which is expected to close in the third quarter of 2025, exemplifies Seacoast’s M&A focus on consolidation or entry into attractive markets, low concentration risks, high-quality relationship supported franchises, and ease of execution that does not distract from our organic growth strategy. Moving forward in 2025, we remain committed to upholding conservative balance sheet principles and a disciplined focus on building franchise value through customer acquisition in Florida. Profitability improvement remains a focus through increased scale to improve efficiency and deploying excess capital to enhance our return profile. With an ongoing emphasis on relationship-based banking and Florida’s economic strength, the company is well-positioned to create lasting value for shareholders and customers in the years ahead. Charles M. Shaffer Chairman and Chief Executive Officer


Element			Description
Corporate Governance Review and Investor Feedback			The CGC reviews corporate governance principles with consideration given to generally accepted practices annually and feedback from investors and makes recommendations for Board changes. This committee also oversees the process for annual board evaluations.
Annual Board & Committee Self-Evaluations			In 2024, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees of the Board.
Summary and Review			For the 2024 Board and committee evaluations, responses were compiled and summarized, including comments, which were reviewed by the Chairman and Lead Independent Director, and who together presented summary results to the full Board. The committee evaluations were reviewed by the respective committee chairs, who then discussed the results with their respective committees and the full Board.
Actions			As a result of the Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities, director succession and process improvements to facilitate broader engagement with discussion around emerging trends and cultural matters.


AUDIT COMMITTEE			COMPENSATION AND GOVERNANCE COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews Seacoast’s financial statements and internal accounting controls, and reviews reports of regulatory authorities and determines that all audits and examinations required by law are performed •appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of the audit and management’s response thereto •reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including anonymous complaints and changes to the Company’s Code of Conduct •reviews and approves related party transactions •reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff and those outsourced to a third party; oversees the audit function and appraises the effectiveness of internal and external audit efforts			•determines, or recommends to the Board, the compensation of the Company’s and the Bank’s key executive officers •recommends director compensation for Board approval. •administers the Company’s incentive compensation plans and other employee benefit plans •oversees the preparation of the “Compensation Discussion and Analysis” section of this proxy statement •identifies and recommends to the Board qualified individuals to serve as members of the Boards of Directors of the Company and/or the Bank •oversees efforts to attract and retain a skilled 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 corporate sustainability matters
Independence / Qualifications			Independence / Qualifications
•all committee members are independent under Nasdaq and SEC rules and each member is able to read and understand financial statements •at least one committee member must be an “audit committee financial expert” as defined by Item 407 of Regulation S-K; the Board has determined that Christopher E. Fogal and Robert J. Lipstein are such financial experts •Audit Committee met four times in private session with our independent auditor, and four times in private session without members of management present, following meetings in 2024			•all committee members are independent under Nasdaq and SEC rules •no member of the committee has been a former officer within the last three years or is a current officer or employee of the company or any of its subsidiaries •no member has any interlocking relationship requiring disclosure under the rules of the SEC
CORPORATE DEVELOPMENT COMMITTEE			ENTERPRISE RISK MANAGEMENT COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews capital planning and allocations consistent with the Company's risk appetite to ensure capital adequacy and an acceptable return on capital •supports, sources and/or challenges M&A activities related to bank and non-bank entities as pertinent to the Company's stated strategic objectives •oversees business model transformation activities, including investments in corporate development •reviews and monitors the Company's long-term corporate development strategies and progress •provides oversight of the appropriateness of strategic metrics and modeling capabilities used in order to assess the strength of existing strategies and potential investments, aligned with the Company's stated strategic objectives •oversees the effectiveness and consistency of management communications with shareholders in a manner that is aligned with the Company's broader strategic vision			•monitors the risk framework to assist the Board in identifying, considering, and overseeing critical issues and opportunities •evaluates strategic opportunities from a risk perspective, highlights key risk considerations embedded in such strategic opportunities, and makes recommendations on courses of actions to the Board based on such evaluation •provides oversight of the risk management monitoring and reporting functions to help ensure these functions are independent of the lines of business or risk-taking processes •makes recommendations to the Board regarding the Company's risk appetite, limits and policies and reviewing the strategic plan to help ensure it aligns with the Board-approved risk appetite •reviews key management systems, processes and decisions, and assesses the integrity and adequacy of the risk management function to help build risk assessment data into critical business systems
INFORMATION TECHNOLOGY COMMITTEE
Key Responsibilities
•provides oversight of the Company's data privacy and information security policies, and reviews reporting of technology and cybersecurity risks •assesses technology risks related to information technology, information and data security, cybersecurity, data privacy, disaster recovery and business continuity •reviews the Company's risk appetite, strategy and objectives related to technology risks and the policies and processes for mitigating such risks •monitors technology risk management and the effectiveness of the Company's technology risk assessment processes •oversees information security reporting, including overall status of the information security program and compliance with regulatory guidelines •reviews technology strategy, emerging industry trends and the business continuity management program •oversees cybersecurity risks and tolerances, policies, controls and procedures and the adequacy of related insurance coverage


Name of Beneficial Owner Directors and Executive Officers	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares
Dennis J. Arczynski	66,634 (1)	*
Eduardo J. Arriola	28,761 (2)	*
Jacqueline L. Bradley	41,546 (3)	*
H. Gilbert Culbreth, Jr.	102,948 (4)	*
Christopher E. Fogal	60,810 (5)	*
Maryann Goebel	40,301 (6)	*
Dennis S. Hudson, III	512,636 (7)	*
Robert J. Lipstein	28,265 (8)	*
Alvaro J. Monserrat	28,544 (9)	*
Thomas E. Rossin	29,136 (10)	*
Charles M. Shaffer	203,094 (11)	*
Joseph B. Shearouse, III	40,122 (12)	*
Tracey L. Dexter	31,837 (13)	*
Joseph M. Forlenza	45,246 (14)	*
Juliette P. Kleffel	86,665 (15)	*
Austen D. Carroll	27,784	*
All directors and executive officers as a group (16 persons)	1,374,329	1.6%
Name of Beneficial Owner Certain Other Beneficial Owners	Amount and Nature of Beneficial Ownership	Percent of Outstanding Shares
BlackRock, Inc.	12,562,600 (16)	14.7%
The Vanguard Group	6,292,507 (17)	7.4%
State Street Corporation	4,557,200 (18)	5.3%
North Reef Capital Management L.P.	4,500,000 (19)	5.3%


CHARLES M. SHAFFER Chairman and CEO	Age: 51	Tenure: 27 Years
	SELECT PRIOR EXPERIENCE: •CEO and Director of Seacoast and Bank since January 2021 •President of Seacoast since June 2020 •Held various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking Executive, and Controller from 2005 to 2020 •Over 25 years of diverse financial services experience	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Board Member, Mid-size Bank Coalition of America •Board Member, Florida Bankers Association •Board Member, United Way of Martin County •Board Member, Armellini Express Lines •MBA, University of Central Florida •B.S., Florida State University •B.A., Florida Atlantic University •University of Pennsylvania Wharton School of Business Advanced Management Program
TRACEY L. DEXTER Executive Vice President Chief Financial Officer	Age: 51	Tenure: 8 Years
	SELECT PRIOR EXPERIENCE: •SVP and Controller at Seacoast from January 2017 to June 2020 •Senior Manager, Banking and Capital Markets Practice of PricewaterhouseCoopers •Held various positions in audit and advisory roles •Over 20 years of accounting and audit experience	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Former Series-7 Registered Financial Advisor •Board Member, Hibiscus Children’s Center •B.S., Florida State University •B.A., Florida Atlantic University
JOSPEH M. FORLENZA Executive Vice President Chief Risk Officer	Age: 63	Tenure: 8 Years
	SELECT PRIOR EXPERIENCE: •EVP and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019 •Managing Director and Chief Audit Executive of Treasury and Commercial Lending with GE Capital from 2015 to 2017 •Served numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk management functions for over 20 years at Citigroup •Various audit and consulting in financial services positions with Coopers & Lybrand •Over 40 years of financial services, risk management, treasury, valuation, and internal audit experience	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in New York •Member of the Risk Management Association •Board Member and Treasurer, The Falls Homeowner Association •B.S., Pace University
JULIETTE P. KLEFFEL Executive Vice President Chief Operating Officer	Age: 54	Tenure: 10 Years
	SELECT PRIOR EXPERIENCE: •EVP and Chief Banking Officer at Seacoast from July 2020 to December 2023 •Served in several roles, including EVP of Small Business Banking, Community Banking Executive and Central Orlando Market President at Seacoast from October 2014 to January 2020 •Held various positions managing Government Lending/SBA, Treasury Sales, Marketing, as well as Commercial Lending with BankFIRST from November 2000 to October 2014 until the merger into Seacoast •Over 25 years of retail and business banking experience in the Orlando market	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Executive Board Member, Edgewood Children’s Ranch and Endowment boards •Executive Board Member/Chairman and Finance Committee member, Central Florida YMCA •Lifetime Director, West Orange County Chamber of Commerce •Former Executive Director, National Entrepreneur Center, The Gardens at DePugh Nursing Home and Garden Theatre •Certified Lender Business Banker •The Stonier Graduate School of Banking
AUSTEN D. CARROLL Executive Vice President Chief Lending Officer	Age: 47	Tenure: 4 Years
	SELECT PRIOR EXPERIENCE: •Chief Banking Officer with Ameris Bank from December 2018 to July 2020 •Served as Regional and Market Presidents with Ameris Bank between 2008 and 2018 •Held various positions managing credit and special assets with Darby Bank from 2004 to 2008 •Over 25 years of commercial and business banking experience in the Southeastern region of the U.S.	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Louisiana State University Graduate School of Banking •B.S., Valdosta State University


Design Priorities (what we do)			Design Prohibitions (what we don’t do)
PManage our executive compensation programs to have a strong pay-for-performance orientation. PLink performance-based incentive awards to enterprise-wide and individual performance goals. PGrant our NEOs equity-based awards based on Company and individual performance. PEmphasize long-term stock-based awards in our executive compensation and total incentive strategies. PSet meaningful performance goals that align management with shareholder interests. PRequire Tier 1 Capital compliance thresholds to be met in order for any portion of the PSUs to vest. PEnsure that incentives are sensitive to risk considerations. PProvide minimal executive perquisites. PMaintain executive stock ownership requirements, and require post-settlement holding periods or mandatory deferral of certain performance-based awards. PProvide reasonable executive post-employment and change-in-control protections. PMaintain a clawback policy for executive incentive-based compensation to ensure accountability and in accordance with NASDAQ listing requirements. PEngage with shareholders on their concerns or priorities for our director and executive compensation programs.			ONo repricing of stock options without shareholder approval. ONo incentives that encourage improper risk taking. ONo excise tax gross-ups upon a change in control. ONo single trigger vesting acceleration on unvested equity in connection with a change-in-control. ONo hedging, and limited pledging, of our common shares by our directors and executive officers.


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


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


Annual Grant Cycle	Type of Equity	Performance Period / Payout Range / Vesting Period	Performance Objective(s)
2024 (Apr.)	PSUs	•75% of LTI Award performance-based •3-year Performance Period, with additional service required through the end of the year following the Performance Period •Payout as a % of Target (0-225%)	•Relative Average Annual EPS Growth (50%) •Relative Average Annual ROATE (50%) •Tier 1 Capital Compliance
	RSAs	•25% of LTI Award •3-year ratable vesting	•Pay-for-performance as part of LTIP in recognition of overall performance in the prior year


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


						815 Colorado Avenue Stuart, Florida 34994


Component	What it Measures	Why it is Used
Long-Term Incentive
Average Annual EPS Growth	Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock.	A broadly used indicator of profitability, useful for tracking performance over time or in comparison to benchmarks.
Average Annual ROATE	Net income as a percentage of average shareholders’ equity, excluding intangible assets.	A broadly used indicator of effective utilization of capital, useful for tracking performance over time or in comparison to benchmarks.
Short-Term Incentive
ROATA	Net income as a percentage of average tangible assets.	Indicator of effective profit generation on assets.
Gross Primary Customer Acquisition	Acquisition of new customers that are primary account holders of either deposit or loan accounts.	Indicator of achievement of company strategies to gain new primary customers.
EPS Budget Target	Achievement of budget target for earnings per share.	A broadly used indicator of profitability and performance.


Name and Principal Position	Year	Salary ($) (1)	Bonus ($)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)	All Other Compensation ($) (4)	Total ($)
Charles M. Shaffer Chairman and Chief Executive Officer	2024 2023 2022	959,625 886,500 690,000	0 0 1,152,000	1,499,961 1,200,002 719,972	-- -- --	1,206,875 (5) 838,380 (6) --	132,575 134,149 207,504	61,381 32,741 55,100	3,860,417 3,091,772 2,824,576
Tracey L. Dexter EVP, Chief Financial Officer	2024 2023 2022	475,000 456,250 393,750	0 0 480,000	424,980 424,985 399,992	-- -- --	437,500 (5) 311,500 (6) --	-- -- --	29,731 15,069 20,953	1,367,211 1,207,804 1,294,695
Joseph M. Forlenza EVP, Chief Risk Officer	2024 2023 2022	458,250 422,500 337,500	0 0 296,000	424,980 424,985 249,996	-- -- --	344,000 (5) 244,750 (6) --	-- -- --	27,844 14,855 14,842	1,255,074 1,107,090 898,338
Juliette P. Kleffel EVP, Chief Operating Officer	2024 2023 2022	556,250 459,375 396,000	0 0 480,000	524,962 499,987 299,994	-- -- --	469,000 (5) 333,750 (6) --	-- -- --	39,881 24,990 30,410	1,590,093 1,318,102 1,206,404
Austen D. Carroll EVP, Chief Lending Officer	2024 2023 2022	493,750 456,250 391,250	0 0 480,000	524,962 499,987 499,990	-- -- --	469,000 (5) 333,750 (6) --	-- -- --	38,042 24,146 32,735	1,525,754 1,314,133 1,403,975


Name	Company Paid Contributions to Retirement Savings Plan	Company Paid Contributions to Supplemental LTD Insurance	Car Allowance	Dividends Paid (1)	Total
Charles M. Shaffer	$13,800	$518	$9,000	$38,063	$61,381
Tracey L. Dexter	$13,800	$518	--	$15,413	$29,731
Joseph M. Forlenza	$13,724	$518	--	$13,602	$27,844
Juliette P. Kleffel	$13,800	$518	$9,000	$16,563	$39,881
Austen D. Carroll	$13,800	$504	$7,800	$15,938	$38,042


STRUCTURE			REASONING
COMPENSATION PEER GROUP:
A select group of banks and other financial institutions of similar size, business model and financial performance			Our business model requires us to compete with these companies for executive talent in order to achieve our business objectives related to growth, innovation and profitability
COMPENSATION PHILOSOPHY:
•No specific target level or percentile of pay relative to comparable positions •Pay decisions reflect the performance of the Company and each executive in relation to prior year pay and performance, planning considerations, and relationship to market pay levels and practices of the peer group •Actual pay relative to the market data will vary based on performance in terms of the calibration of total incentive awards and amounts ultimately earned from our LTIP			•Improve pay for performance linkage •Align pay with overall value of each individual to Seacoast •Ensure reasonableness of pay relative to industry peers and market data •Ensure a significant portion of pay is “at-risk”, consistent with philosophy and comparator group practices •To evaluate potential payments assuming various Company performance outcomes and consider how potential performance extremes are reflected in pay, which is a component of our compensation risk assessment
EQUITY:
•Mix of time-based and performance-based structure with a long-term emphasis weighted more heavily toward PSUs (75%) •Meaningful stock-based award opportunities "right-sized" for company and individual performance considerations and needs •A substantial portion of TDC for our NEOs delivered as performance-based pay •Annual award cycles •3-year PSU performance period aligning program design with typical industry practices. A mandatory 12-month post-performance period vesting requirement on the settlement of any shares earned ensures sensitivity to risk considerations and additional holding power			•PSUs allow for upside in underlying shares, providing direct linkage between potential award payouts and management's success at driving earnings growth and improving returns without inappropriate risk taking •RSAs provide a key retentive component to our overall compensation package •Provide more compensation contingent upon achievement of performance goals or our stock’s performance •Aligns more closely with shareholder interests •Continuously recalibrate performance expectations and promote consistent improvement •Enhance long-term performance accountability •Provide executives with an economic incentive to deliver sustainable results within a risk appropriate framework
PERFORMANCE SCORECARDS:
•Performance scorecards serve as the basis for the target value of equity awards granted in the subsequent year •Performance scorecards are also used to consider the annual cash bonus for the performance year			•Establish clear expectations for individual goals as well as link with enterprise-wide growth, return and risk management objectives •Provide important context that may impact the evaluation of each executive such as experience, skills and scope of responsibilities, individual performance and succession planning


	Charles M. Shaffer Chairman & CEO	Tracey L. Dexter EVP & CFO	Joseph M. Forlenza EVP & CRO	Juliette P. Kleffel EVP & COO (1)	Austen D. Carroll EVP & CLO
Base Salary	$965,500	$475,000	$461,000	$550,000	$500,000
Short-Term Incentive (2)	$1,206,875	$437,500	$344,000	$469,000	$469,000
RSA (3)	$375,000	$106,250	$106,250	$131,250	$131,250
PSU (3)	$1,125,000	$318,750	$318,750	$393,750	$393,750


Charles M. Shaffer, Chairman and Chief Executive Officer
•Ongoing leadership and contributions to our business strategy and corporate development efforts •Driving talent enhancement and growth across Seacoast’s commercial banking franchise •Maintaining strong associate engagement and enterprise-wide alignment with Company culture •Delivering significant growth in Seacoast's wealth management division •Consistency in delivering shareholder value
Tracey L. Dexter, Executive Vice President, Chief Financial Officer
•Contributions to enterprise-wide business strategy efforts and efficiency initiatives •Building strong relations with shareholders by establishing sound reputation of financial transparency •Monitoring of financial planning and analysis and deposits strategy •Key role in investment decision-making and prioritizing the support for key projects and teams
Joseph M. Forlenza, Executive Vice President, Chief Risk Officer
•Continued contributions to the Company’s enterprise-wide risk management process •Additional improvements in governance, risk, and compliance oversight and reporting •Key role in rigorous due diligence of M&A opportunities •Additional enhancements to the BSA Program, BCP Program, ERM Program and CRA and Fair Lending Program •Maturation of risk lines for mid-bank expectations •Maintained regulatory relationships and exam management •Successful execution of tactics addressing identified risk factors in the transition to a mid-size bank
Juliette P. Kleffel, Executive Vice President, Chief Operating Officer
•Substantial year-over-year productivity gains in organizational units •Contributions to the implementation of our technology modernization strategy •Key role in expanding the Bank's scalability with enhanced automation, process improvements and service delivery •Execution of strategy initiatives and top talent acquisition •Key driver of Seacoast’s balanced growth strategy to enhance client satisfaction in multiple areas across the enterprise •Successful execution of responsibilities across the organization including residential, marine, technology and the Customer Service Center
Austen D. Carroll, Executive Vice President, Chief Lending Officer
•Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in Miami and Tampa, including top talent acquisition •Achievement of record growth in our wealth management division •Key driver of Seacoast’s balanced growth strategy •Successful collaboration with internal partners to ensure adequate support and speed to market •Continued enhancements to commercial treasury management products and talent


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


Strategy			Compensation Design
Compensation is tied to equity and Company performance			•Time-based RSAs vesting period is three years •Performance period for PSU awards is three years, with an additional time-based vesting year following the performance period
Seacoast performance at levels that equal or exceed the industry			•Annual short-term incentive compensation that incorporates a quantitative component based on Company performance of ROATA, customer acquisition and EPS •PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, which the CGC views as key indicators of our performance
Governance Considerations			•PSU performance period allows for direct and relevant pay and performance comparisons with industry competitors and alternative investments that share our risk profile •PSU program includes two types of goals; PSUs will be earned for growth in average annual EPS, and PSUs will be earned for average annual ROATE, each compared to peer ratios •PSU payouts are capped at target in the event that certain absolute Company performance levels in EPS and ROATE are not met •No PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained
Risk Considerations			•PSUs for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s continued service •In addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the net shares received upon vesting for an additional 12 months •Maintained service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards •Maintained “clawback” provisions for certain incentive-based compensation to ensure accountability


Name	Grant Date Value Assuming Target Performance	Grant Date Value Assuming Maximum Performance
Charles M. Shaffer	$ 1,124,971	$ 2,531,184
Tracey L. Dexter	318,736	717,155
Joseph M. Forlenza	318,736	717,155
Juliette P. Kleffel	393,734	885,900
Austen D. Carroll	393,734	885,900


Name	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Under-lying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards (2) ($)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Charles M. Shaffer			482,750	965,500	1,931,000
	4/1/2024	3/26/2024				11,359	45,435	102,229		--	--	1,124,971
	4/1/2024	3/26/2024							15,145	--	--	374,990
Tracey L. Dexter			175,000	350,000	700,000
	4/1/2024	3/26/2024				3,218	12,873	28,964		--	--	318,735
	4/1/2024	3/26/2024							4,291	--	--	106,245
Joseph M. Forlenza			137,500	275,000	550,000
	4/1/2024	3/26/2024				3,218	12,873	28,964		--	--	318,735
	4/1/2024	3/26/2024							4,291	--	--	106,245
Juliette P. Kleffel			187,500	375,000	750,000
	4/1/2024	3/26/2024				3,976	15,902	35,780		--	--	393,734
	4/1/2024	3/26/2024							5,300	--	--	131,228
Austen D. Carroll			187,500	375,000	750,000
	4/1/2024	3/26/2024				3,976	15,902	35,780		--	--	393,734
	4/1/2024	3/26/2024							5,300	--	--	131,228


	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) ($)
C. Shaffer	28,544	--	28.69	04/01/2027
	18,952	--	31.15	04/01/2028
					1,782(4)	49,058
					8,507(5)	234,198
					49,005(6)	1,349,108
							15,725(7)	432,909
							38,087(8)	1,048,535
							45,435(9)	1,250,826
T. Dexter	2,842	--	31.15	04/01/2028
					991(4)	27,282
					3,013(5)	82,948
					16,871(6)	464,459
							8,736(7)	240,502
							13,489(8)	371,352
							12,873(9)	354,394
J. Forlenza	12,635	--	31.15	04/01/2028
					619(4)	17,041
					3,013(5)	82,948
					14,175(6)	390,238
							5,460(7)	150,314
							13,489(8)	371,352
							12,873(9)	354,394
J. Kleffel	14,831	--	28.69	04/01/2027
	12,635	--	31.15	04/01/2028
					743(4)	20,455
					3,545(5)	97,594
					18,779(6)	516,986
							6,552(7)	180,377
							15,869(8)	436,874
							15,902(9)	437,782
A. Carroll					1,238(4)	34,082
					3,545(5)	97,594
					18,779(6)	516,986
							10,920(7)	300,628
							15,869(8)	436,874
							15,902(9)	437,782


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	4	491,237	--
Tracey L. Dexter	--	--	--	--
Joseph M. Forlenza	--	--	--	--
Juliette P. Kleffel	--	--	--	--
Austen D. Carroll	--	--	--	--


Name	Executive Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings / Losses in Last Fiscal Year ($) (1)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
Charles M. Shaffer	154,980	--	157,233	--	885,498(2)
Tracey L. Dexter	--	--	37,843	--	319,434(3)
Joseph M. Forlenza	--	--	--	--	--
Juliette P. Kleffel	--	--	--	--	--
Austen D. Carroll	--	--	12,151	--	66,349(4)


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	4,169,917	3,036	--	4,172,953
Upon Death (1)	2	6,042,672	3,036	4,364,634(4)	10,410,342
Upon Disability (1)	2	2,038,414	3,036	4,364,634(4)	6,406,084
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (1)	3	7,694,416	4,554	4,364,634(4)	12,063,604
Upon Change-in-Control where Award is not assumed by surviving entity	--	1,600,661	--	4,364,634(4)	5,965,295
Upon Change-in-Control where Award assumed by surviving entity	--	1,600,661	--	--(4)	1,600,661
Tracey L. Dexter
Upon Death or Disability	--	--	--	1,540,937(4)	1,540,937
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5)	1	1,350,000	1,518	1,540,937	2,892,455
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,540,937(4)	1,540,937
Upon Change-in-Control where Award assumed by surviving entity	--	--	--	--(4)	--
Joseph M. Forlenza
Upon Death or Disability	--	--	--	1,366,286(4)	1,366,286
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5)	1	1,149,000	1,518	1,366,286	2,516,804
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,366,286(4)	1,366,286
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	951,375	1,518	--	952,893
Upon Death or Disability (2)	--	469,000(6)	--	1,690,067(4)	2,159,067
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (2)	2	1,902,750	2,277	1,690,067	3,595,094
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,690,067(4)	1,690,067
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	901,375	504	--	901,879
Upon Death or Disability (3)	--	469,000(6)	--	1,823,945(4)	2,292,945
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (3)	2	1,802,750	756	1,823,945	3,627,451
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,823,945(4)	1,823,945
Upon Change-in-Control where Award assumed by surviving entity	--	--	--	--(4)	--


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	620,642	$22.38	1,379,936
Equity compensation plans not approved by shareholders	--	--	--
TOTAL	620,642	$22.38	1,379,936


Year	Summary Compensation Table Total for PEO (1) ($)		Compensation Actually Paid to PEO (2) (3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs (1) ($)	Average Compensation Actually Paid to Non-PEO NEOs (2) (3) ($)	Value of Initial Fixed $100 Investment Based on:		Net Income (5) (In Millions) ($)	Adjusted EPS Growth (6) (%)	Adjusted ROATE (6) (%)
							Total Shareholder Return ($)	Peer Group Total Shareholder Return (4) ($)
	Shaffer	Hudson	Shaffer	Hudson
2024	3,860,417	—	4,700,152	—	1,433,055	1,785,218	91.72	137.17	120.97	(15.07)	11.25
2023	3,091,772	—	2,962,591	—	1,236,782	1,243,247	98.73	128.99	104.03	(13.42)	12.80
2022	2,824,576	—	2,295,871	—	1,200,853	1,090,130	105.27	120.74	106.51	(10.17)	12.86
2021	2,771,441	—	2,934,032	—	1,089,511	1,305,908	117.04	127.96	124.40	43.04	13.97
2020	—	2,033,703	—	2,235,460	953,690	1,022,279	96.34	90.62	77.76	(17.92)	10.93


	PEO					Non-PEO NEOs
	2024	2023	2022	2021	2020	2024	2023	2022	2021	2020
Summary Compensation Table Total Compensation	3,860,417	3,091,772	2,824,576	2,771,441	2,033,703	1,433,055	1,236,782	1,200,853	1,089,511	953,690
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year	(1,499,961)	(1,200,002)	(719,972)	(1,449,990)	(799,993)	(474,972)	(462,486)	(362,493)	(387,468)	(257,477)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year	2,599,933	1,445,284	653,930	1,405,125	1,322,099	868,255	557,019	329,242	375,479	425,516
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years	(59,614)	(111,572)	(193,746)	165,821	(68,704)	(24,899)	(42,046)	(55,235)	159,289	(20,035)
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year	(68,048)	(128,742)	(61,412)	75,392	(251,645)	(16,222)	(46,023)	(22,236)	69,097	(79,415)
Deduct Change in Pension Value	(132,575)	(134,149)	(207,504)	(33,757)	—	—	—	—	—	—
Compensation Actually Paid	4,700,152	2,962,591	2,295,871	2,934,032	2,235,460	1,785,218	1,243,247	1,090,130	1,305,908	1,022,279


Class	Term	Names of Directors
Class I	Term Expires at the 2027 Annual Meeting	Jacqueline L. Bradley H. Gilbert Culbreth, Jr. Christopher E. Fogal Charles M. Shaffer Joseph B. Shearouse, III
Class II	Term Expires at the 2025 Annual Meeting	Dennis J. Arczynski Eduardo J. Arriola Maryann Goebel Robert J. Lipstein
Class III	Term Expires at the 2026 Annual Meeting	Dennis S. Hudson, III Alvaro J. Monserrat



	DENNIS J. ARCZYNSKI Age: 73 TENURE: •Company since 2013 •Bank since 2007	BOARD COMMITTEES: •Audit •Corporate Development •Information Technology •Risk Management (Chair)	QUALIFICATIONS & EXPERIENCE:
Mr. Arczynski has been a risk management, corporate governance, regulatory affairs and banking consultant since 2007. He previously served for 33 years in various managerial and examiner positions in the U.S. Office of the Comptroller of the Currency’s (the “OCC”) headquarters in Washington, D.C. and in several other OCC districts until 2007. As a National Bank Examiner with the OCC, Mr. Arczynski was responsible for the supervision and examination of the largest and most complex mid-size banks, community banks and trust companies; provided guidance to banks in all facets of commercial banking and fiduciary operations including consumer compliance, Community Reinvestment Act and international activities; performed risk assessment and conducted BSA/AML reviews and examinations of internationally active banks; and developed formal enforcement actions and corrective action plans for struggling and deficient institutions. Mr. Arczynski’s other positions of responsibility with the OCC were Assistant Director for Trust Operations, Special Assistant to the Senior Deputy Comptroller (FFIEC Liaison), Associate Director for Financial Management (Financial Systems and Review) and Field Office Manager (Miami Field Office). His duties included the formation of national policies and programs, development of OCC supervisory initiatives, establishment of interagency relations, drafting regulations and writing OCC examiner handbooks. Mr. Arczynski received his bachelor’s degree from the University of Maryland in Finance and his Master’s degree from the Johns Hopkins University. DIRECTOR QUALIFICATION HIGHLIGHTS •his extensive knowledge of effective management practices of the largest and most complex mid-size banks; •his expertise in enterprise risk management, commercial banking, trust operations and asset management, including risk assessment and BSA/AML/OFAC; •his expertise in risk management, corporate governance, and regulatory background specific to the financial services industry; and •his public service experience that provides an alternative perspective in the areas of government relations and regulatory matters that impact the Company.



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



MARYANN GOEBEL Age: 74 TENURE: •Company since 2014 •Bank since 2014	BOARD COMMITTEES: •Audit •Compensation & Governance (Chair) •Information Technology •Risk Management	QUALIFICATIONS & EXPERIENCE:



ROBERT J. LIPSTEIN Age: 69 TENURE: •Company since 2019 •Bank since 2019	BOARD COMMITTEES: •Audit (Chair) •Bank Credit Risk •Information Technology •Risk Management	QUALIFICATIONS & EXPERIENCE:



	JACQUELINE L. BRADLEY Age: 67 TENURE: •Company since 2015 •Bank since 2014	BOARD COMMITTEES: •Bank Trust (Chair) •Corporate Development	QUALIFICATIONS & EXPERIENCE:
Ms. Bradley served as a director of BankFIRST from 2005 until BANKshares was acquired by Seacoast in 2014. During her tenure at BankFIRST, she served on BankFIRST’s Special Assets Committee and Audit Committee. Ms. Bradley currently chairs Seacoast Bank’s Trust and Wealth Management Committee. Ms. Bradley has had a 20+ year career in financial services, including seven years with SunTrust Bank in Central Florida, culminating in her last position as senior vice president leading its Private Client Group (1999-2002). Her previous experience also includes 8 years as vice president with Moody’s Investors Services and 3 years providing consulting services for McKinsey Management Consultants and Touché Ross. Since 2020, Ms. Bradley serves on the board of directors of Tampa Electric Company, a wholly-owned subsidiary of Emera, Inc. (ticker: EMRAF), a public gas and electric utilities company. In 2021, Ms. Bradley was appointed as an independent director to the board of directors of certain business development companies managed by affiliates of Lafayette Square Holding Company, LLC., an impact investment platform that deploys long-term capital alongside impactful services to local communities across the U.S., where she currently serves as the chair of the board’s audit committee. Ms. Bradley also serves on the board of directors of the Boys & Girls Club of Central Florida, serving as chairperson in 2002 and 2003. Additionally, Ms. Bradley is a board member of The Studio Museum in Harlem. She also served on the finance committee for the Central Florida Expressway Authority and Orange County Tourist Development Council and vice chair of the board of directors of the Greater Orlando Aviation Authority, as well as a member of the board of directors of Florida Arts Council and Cornell Museum of Fine Arts. Ms. Bradley received her Bachelor of Arts degree in Economics and Political Science from Yale College, and her master’s degree in business administration from Columbia University Graduate School of Business with a concentration in Finance and Marketing. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Ms. Bradley should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •her diversity of management experience in the financial services industry; •her knowledge of, and stature and philanthropic service to, the Central Florida market, which is valuable in understanding the customer segments in this market; and •her ability to provide guidance to the Board of Directors regarding accounting and financial matters.