Seacoast Banking Corp Of Florida DEF 14A, filed Apr 8, 2024

Seacoast Banking Corp Of Florida (SBCF)

DEF 14A 2024-04-08 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Seacoast Banking Corp Of Florida filed this DEF 14A on April 8, 2024.

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Pay Element	Purpose	Determination	2023 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 2023 were made largely to reflect additional work by the senior leadership team related to the successful transition to a mid-size bank and the acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with a new mid-size bank peer group. Mr. Shaffer’s base salary increased by 31% and Mr. Forlenza's by 32% in 2023. Salary increase for the remaining NEOs was 19%.
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 FY2023, these goals included performance relative to peers for return on average tangible equity, earnings per share growth, pre-tax pre-provision net revenue growth, and performance relative to target efficiency ratio. 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 2024, with corresponding payout determinations approved in March 2024, reflecting Company performance in 2023, 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 restricted stock awards in April 2024.
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 2023 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 (2023-2025) relative to a peer group. PSUs for which performance goals are met will vest on December 31, 2026, 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 2023 vest in equal annual installments over three years.


Item	Proposal	Board Voting Recommendation	Vote Required
1	Election of Five Class I Directors	FOR ALL	Plurality vote*
2	Advisory (Non-binding) Vote to Approve Executive Compensation (Say on Pay)	FOR	Affirmative vote of a majority of votes cast
3	Ratification of Appointment of Crowe LLP as Independent Auditor for 2024	FOR	Affirmative vote of a majority of votes cast


Name	Age	Director Since	Current Occupation	Independent	No. of Other Public Boards
Jacqueline L. Bradley	66	2014	Management and Financial Services	✔	0
H. Gilbert Culbreth, Jr.	78	2008	CEO and President of Auto and other Sales Companies	✔	0
Christopher E. Fogal	72	1997	Certified Public Accountant and Partner Emeritus of Firm	✔	0
Charles M. Shaffer	50	2021	Chairman and CEO of Company and Bank		0
Joseph B. Shearouse, III	66	2023	Former Market Executive of Bank, and Former Chairman and CEO of First Bank of the Palm Beaches		0


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


What We Heard			Our Board’s Response
Continue to deliver industry- leading financial results			Delivered 2023 net income of $104.0 million, with pre-tax pre-provision earnings increasing 5% to $172.6 million. On an adjusted basis, which excludes direct merger-related costs, pre-tax pre-provision earnings1 increased 19% to $242.6 million.
Distribute capital to shareholders			In 2023, Seacoast increased the quarterly cash dividend on its common stock to $0.18 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 2023. 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.
Outcome of our 2023 Say-On-Pay vote			At our 2023 annual meeting of shareholders, our say-on-pay proposal received the support of 98.2% 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 and the fulfillment of 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 was updated in 2023. We updated our sustainability page on our corporate website to provide additional visibility of the Company’s ESG efforts. The Company’s corporate sustainability page can be viewed at: https://www.seacoastbanking.com/corporate-information/sustainability/default.aspx.


			To our fellow shareholders, customers, partners and friends: The year 2023 reinforced the key tenets of our strategic approach, our unwavering focus on relationship-based community banking, and the importance of carefully and deliberately constructing our balance sheet. Anticipating a more volatile economic landscape, Seacoast Bank proactively slowed loan growth in 2022 to preserve capital and liquidity. This decision proved prescient, especially as the industry faced significant challenges in March 2023, when several banks failed due to a rapid increase in interest rates and declining market liquidity. Our long-term commitment to a prudent business model and a fortress balance sheet – characterized by high capital levels, relationship-based lending, and diversification – ensured our resilience during this period of industry volatility. We remain steadfast in our commitment to our shareholders, communities, and customers, ensuring our capacity to serve them through various economic cycles. We completed the acquisition of Professional Bank in January 2023, followed by a successful system conversion in June 2023. Our fifth acquisition since early 2022 highlighted a significant period of growth, propelling the company beyond the $10 billion asset threshold with increased market share and distribution across the rapidly growing landscape of Florida. This acquisition meaningfully increased our market share in the state’s largest metropolitan statistical area, setting the stage for future commercial growth. Continued growth in Commercial Banking, Treasury Management, and Wealth Management aligns with our goal of becoming Florida’s premier commercial bank. Our wealth management team, catering to a high net worth clientele that continues to move to Florida, saw assets under management increase by 23% in 2023 to $1.7 billion. Our commitment to superior service continues to differentiate us in the market. I am incredibly proud of our associates, whose tireless efforts strengthened our competitive position and drove our market expansion in 2023. Their dedication propelled our increase in Florida deposit market share, now ranking us among the top 15 banks operating in the state. In recognition of our workplace culture, Seacoast was honored as one of Fortune’s Best Workplaces for Women™, Certified™ by Great Place To Work®, and earned prestigious accolades from the South Florida Business Journal, Orlando Business Journal, American Banker, and Guide to Greater Gainesville. Other 2023 highlights1 include: •Net interest income increased by 33% to $488.2 million in 2023, with net interest margin (on a fully tax equivalent basis)2 rising to 3.77% from 3.69% in 2022. •Net income reached $104.0 million, with pre-tax pre-provision earnings2 increasing by 5% to $172.6 million. On an adjusted basis, which excludes direct merger-related costs, pre-tax pre-provision earnings1 increased 19% to $242.6 million. •Our industry-leading capital levels, including a ratio of tangible common equity to tangible assets of 9.3% and Tier 1 Capital ratio of 14.5%, rank among the nation’s top quartile of banks and reflect the continued achievement of strategic growth initiatives. •Our loan portfolio grew 24% to $10.1 billion as of December 31, 2023, marking a $1.9 billion increase from the previous year. •Total deposits grew by 18% to $11.8 billion as of December 31, 2023, an increase of $1.8 billion from the prior year, with transaction deposits accounting for 54% of total deposit funding. •A diversified lending strategy across various asset classes, industries, and loan types supports a broad exposure distribution. This approach and our disciplined credit culture have been instrumental in managing risk. •Asset quality remains strong, with nonperforming loans representing 0.65% of the total loan portfolio as of December 31, 2023, affirming our disciplined credit standards. Positioned to weather an adverse economic cycle, we maintain a top-quartile reserve for loan losses at 1.5% of total loans. Moving forward in 2024, we remain committed to upholding conservative balance sheet principles and continuing our focus on growing market share throughout Florida. With an ongoing emphasis on relationship-based commercial lending and enhancement of our core customer funding base, and Florida’s economic strength and continued growth, 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 1 Values as of year-end 2023 and compared to year-end 2022, unless otherwise stated. 2 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.


Board Independence			•A total of 8 of our 11 directors are considered independent as of the Annual Meeting date. •Our Chairman and CEO is the only member of management who serves as a director.
Board Refreshment & Diversity			•We seek a board that, considered as a group, will possess a diversity of experience and differences with respect to personal, educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement and age. •We have a mix of new and longer tenured directors to help ensure fresh perspectives as well as continuity and experience. The average tenure of our independent directors is 11.7 years.
Board Committees			•We have five standing Board committees—Audit; Compensation and Governance (“CGC”); Corporate Development (“CDC”), Enterprise Risk Management (“ERMC”); and Information Technology (“ITC”). •The Audit Committee and CGC consist entirely of independent, non-management directors. •Chairs of the committees shape the agenda and information presented to their committees.
Lead Independent Director			•Our independent directors elect a lead independent director annually. •Our lead independent director chairs regularly scheduled executive sessions, without management present, at which directors can discuss management performance, succession planning, board informational needs, board effectiveness or any other matter.
Board Oversight of Strategy & Risk			•Our Board has ultimate oversight responsibility for strategy and risk management. •Our Board directly advises management on development and execution of the Company’s strategy and provides oversight through regular updates. •The CDC helps ensure that the strategic vision for the Company is fulfilled by challenging, proposing, reviewing, and monitoring corporate development initiatives of the Company relating to M&A activity, capital allocation and planning, corporate development strategies, and shareholder relations. •Through an integrated process, key risks, including those related to data privacy and cybersecurity are reviewed and evaluated by the ITC in collaboration with the ERMC before they are reviewed by the Board. •The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. •The Audit Committee oversees the Company’s financial statements and internal accounting controls and processes. •The CGC oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking, assists with its leadership assessment and CEO succession planning and monitors the Company’s human capital management, sustainability and ESG efforts.
Accountability			•We have a plurality vote standard for the election of directors, with a director resignation policy for uncontested elections. •Each common share is entitled to one vote. •We have a process by which all shareholders may communicate with our Board, a Board committee or non-management directors as a group, or other individual directors.
Director Stock Ownership			•A minimum stock holding of three times the annual base retainer is required for each director, to be acquired within four years of joining the Board.
Succession Planning			•CEO and management succession planning is one of the Board’s highest priorities. Our Board ensures that appropriate attention is given to identifying and developing talented leaders.
Board Effectiveness			•The Board meets in a director-only session prior to each regular meeting to discuss the Company’s business condition. After each regular meeting, directors are offered the opportunity to meet in an executive session of non-management directors led by the lead independent director. •The Board and its independent committees annually evaluate their performance.
Open Communication			•Our Board receives regular updates from business leaders regarding their area of expertise. •Our directors have access to all management and employees on a confidential basis. •Our Board and its committees are authorized to hire outside consultants at their discretion and at the Company’s expense.


Element			Description
Corporate Governance Review and Investor Feedback			The CGC reviews corporate governance principles with consideration given to generally accepted practices annually and feedback from investors and makes recommendations for Board changes. This committee also oversees the process for annual board evaluations.
Annual Board & Committee Self-Evaluations			In 2023, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees of the Board.
Summary and Review			For the 2023 Board and committee evaluations, responses were compiled and summarized, including comments, which were reviewed by the Chairman and Lead Independent Director, and who together presented summary results to the full Board. The committee evaluations were reviewed by the respective committee chairs, who then discussed the results with their respective committees and the full Board.
Actions			As a result of the Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities, director succession and process improvements to facilitate broader engagement with discussion around emerging trends and cultural matters.


AUDIT COMMITTEE			COMPENSATION AND GOVERNANCE COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews Seacoast’s financial statements and internal accounting controls, and reviews reports of regulatory authorities and determines that all audits and examinations required by law are performed •appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of the audit and management’s response thereto •reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including anonymous complaints and changes to the Company’s Code of Conduct •reviews and approves related party transactions •reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff and those outsourced to a third party; oversees the audit function and appraises the effectiveness of internal and external audit efforts			•determines, or recommends to the Board, the compensation of the Company’s and the Bank’s key executive officers •recommends director compensation for Board approval. •administers the Company’s incentive compensation plans and other employee benefit plans •oversees the preparation of the “Compensation Discussion and Analysis” section of this proxy statement •identifies and recommends to the Board qualified individuals to serve as members of the Boards of Directors of the Company and/or the Bank •oversees efforts to create a diverse workforce. •takes a leadership role in shaping corporate governance policies, practices, and guidelines, and oversees the Board’s governance processes •proposes recommendations to the Board of Directors concerning management development and succession planning activities at the senior levels of management •oversees ESG efforts and corporate sustainability matters
Independence / Qualifications			Independence / Qualifications
•all committee members are independent under Nasdaq and SEC rules and each member is able to read and understand financial statements •at least one committee member must be an “audit committee financial expert” as defined by Item 407 of Regulation S-K; the Board has determined that Christopher E. Fogal and Robert J. Lipstein are such financial experts •Audit Committee met four times in private session with our independent auditor, and four times in private session without members of management present, following meetings in 2023			•all committee members are independent under Nasdaq and SEC rules •no member of the committee has been a former officer within the last three years or is a current officer or employee of the company or any of its subsidiaries •no member has any interlocking relationship requiring disclosure under the rules of the SEC
CORPORATE DEVELOPMENT COMMITTEE			ENTERPRISE RISK MANAGEMENT COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews capital planning and allocations consistent with the Company's risk appetite to ensure capital adequacy and an acceptable return on capital •supports, sources and/or challenges M&A activities related to bank and non-bank entities as pertinent to the Company's stated strategic objectives •oversees business model transformation activities, including investments in corporate development •reviews and monitors the Company's long-term corporate development strategies and progress •ensures appropriate strategic metrics and modeling capabilities are used in order to assess the strength of the existing strategies and potential investment, aligned with the Company's stated strategic objectives •ensures that management is effectively and consistently communicating with shareholders in a manner that is aligned with the Company's broader strategic vision			•monitors the risk framework to assist the Board in identifying, considering, and overseeing critical issues and opportunities •evaluates strategic opportunities from a risk perspective, highlights key risk considerations embedded in such strategic opportunities, and makes recommendations on courses of actions to the Board based on such evaluation •provides oversight of the risk management monitoring and reporting functions to help ensure these functions are independent of the lines of business or risk-taking processes •makes recommendations to the Board regarding the Company's risk appetite, limits and policies and reviewing the strategic plan to help ensure it aligns with the Board-approved risk appetite •reviews key management systems, processes and decisions, and assesses the integrity and adequacy of the risk management function to help build risk assessment data into critical business systems
INFORMATION TECHNOLOGY COMMITTEE
Key Responsibilities
•provides oversight of the Company's data privacy and information security policies, and reviews reporting of technology and cybersecurity risks •assesses technology risks related to information technology, information and data security, cybersecurity, data privacy, disaster recovery and business continuity •reviews the Company's risk appetite, strategy and objectives related to technology risks and the policies and processes for mitigating such risks •monitors technology risk management and the effectiveness of the Company's technology risk assessment processes •oversees information security reporting, including overall status of the information security program and compliance with regulatory guidelines •reviews technology strategy, emerging industry trends and the business continuity management program •oversees cybersecurity risks and tolerances, policies, controls and procedures and the adequacy of related insurance coverage


Name of Beneficial Owner Directors and Executive Officers	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares
Dennis J. Arczynski	62,529 (1)	*
Jacqueline L. Bradley	37,790 (2)	*
H. Gilbert Culbreth, Jr.	96,882 (3)	*
Christopher E. Fogal	56,953 (4)	*
Maryann Goebel	36,471 (5)	*
Dennis S. Hudson, III	517,891 (6)	*
Robert J. Lipstein	25,172 (7)	*
Alvaro J. Monserrat	23,956 (8)	*
Thomas E. Rossin	25,297 (9)	*
Charles M. Shaffer	194,328 (10)	*
Joseph B. Shearouse, III	37,444 (11)	*
Tracey L. Dexter	19,968 (12)	*
Joseph M. Forlenza	35,291 (13)	*
Juliette P. Kleffel	73,963 (14)	*
Austen D. Carroll	15,156	*
All directors and executive officers as a group (15 persons)	1,259,091	1.5%
Name of Beneficial Owner Certain Other Beneficial Owners	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	12,349,790 (15)	14.5%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	6,030,200 (16)	7.1%
Wellington Management Group LLP 280 Congress Street Boston, MA 02210	4,551,911 (17)	5.4%


CHARLES M. SHAFFER Chairman and CEO	Age: 50	Tenure: 26 Years
	SELECT PRIOR EXPERIENCE: •CEO and Director of Seacoast and Bank since January 2021 •President of Seacoast since June 2020 •Held various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking Executive, and Controller from 2005 to 2020 •Over 20 years of diverse experience from multiple roles including strategy, corporate finance, traditional sales, and alternative sales platforms	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Board Member, United Way of Martin County •Board Member, Florida Bankers Association •Board Member, Armellini Express Lines •MBA, University of Central Florida •B.S., Florida State University •B.A., Florida Atlantic University •University of Pennsylvania Wharton School of Business Advanced Management Program
TRACEY L. DEXTER Executive Vice President Chief Financial Officer	Age: 50	Tenure: 7 Years
	SELECT PRIOR EXPERIENCE: •SVP and Controller at Seacoast from January 2017 to June 2020 •Senior Manager, Banking and Capital Markets Practice of PricewaterhouseCoopers •Held various positions in audit and advisory roles •Over 20 years of accounting and audit experience	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in Florida •Former Series-7 Registered Financial Advisor •Board Member, Hibiscus Children’s Center •B.S., Florida State University •B.A., Florida Atlantic University
JOSPEH M. FORLENZA Executive Vice President Chief Risk Officer	Age: 62	Tenure: 7 Years
	SELECT PRIOR EXPERIENCE: •EVP and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019 •Managing Director and Chief Audit Executive of Treasury and Commercial Lending with GE Capital from 2015 to 2017 •Served numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk management functions for over 20 years at Citigroup •Various audit and consulting in financial services positions with Coopers & Lybrand •Over 35 years of financial services, risk management, treasury, valuation, and internal audit experience	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •CPA licensed in New York •Member of the Risk Management Association •Board Member and Treasurer, The Falls Homeowner Association •B.S., Pace University
JULIETTE P. KLEFFEL Executive Vice President Chief Operating Officer	Age: 53	Tenure: 9 Years
	SELECT PRIOR EXPERIENCE: •EVP and Chief Banking Officer at Seacoast from July 2020 to December 2023 •Served in several roles, including EVP of Small Business Banking, Community Banking Executive and Central Orlando Market President at Seacoast from October 2014 to January 2020 •Held various positions managing Government Lending/SBA, Treasury Sales, Marketing, as well as Commercial Lending with BankFIRST from November 2000 to October 2014 until the merger into Seacoast •Over 25 years of retail and business banking experience in the Orlando market	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Executive Board Member, Edgewood Children’s Ranch •Executive Board Member/Vice Chairman and Finance Committee member, Central Florida YMCA •Lifetime Director, West Orange County Chamber of Commerce •Former Executive Director, National Entrepreneur Center, The Gardens at DePugh Nursing Home and Garden Theatre •Certified Lender Business Banker •The Stonier Graduate School of Banking
AUSTEN D. CARROLL Executive Vice President Chief Lending Officer	Age: 46	Tenure: 3 Years
	SELECT PRIOR EXPERIENCE: •Chief Banking Officer with Ameris Bank from December 2018 to July 2020 •Served as Regional and Market Presidents with Ameris Bank between 2008 and 2018 •Held various positions managing credit and special assets with Darby Bank from 2004 to 2008 •Over 25 years of commercial and business banking experience in the Southeastern region of the U.S.	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Louisiana State University Graduate School of Banking •B.S., Valdosta State University


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	2022	2023	% Change
Charles M. Shaffer	$720,000	$942,000	31%
Tracey L. Dexter	$400,000	$475,000	19%
Joseph M. Forlenza	$340,000	$450,000	32%
Juliette P. Kleffel *	$400,000	$475,000	19%
Austen D. Carroll	$400,000	$475,000	19%


Named Executive Officer	STI Target ($)	STI Amount Achieved * ($)	Achievement (%)
Charles M. Shaffer	$942,000	$838,380	89%
Tracey L. Dexter	$350,000	$311,500	89%
Joseph M. Forlenza	$275,000	$244,750	89%
Juliette P. Kleffel	$375,000	$333,750	89%
Austen D. Carroll	$375,000	$333,750	89%


Annual Grant Cycle	Type of Equity	Performance Period / Payout Range / Vesting Period	Performance Objective(s)
2023 (Apr.)	PSUs	•75% of LTI Award performance-based •3-year Performance Period, with additional service required through the end of the year following the Performance Period •Payout as a % of Target (0-225%)	•Relative Average Annual EPS Growth (50%) •Relative Average Annual ROATE (50%) •Tier 1 Capital Compliance
	RSAs	•25% of LTI Award •3-year ratable vesting	•Pay-for-performance as part of LTIP in recognition of overall performance in the prior year


						815 Colorado Avenue Stuart, Florida 34994


	2023 PEER GROUP
Ameris Bancorp (ABCB)	First Busey Corp (BUSE)	ServisFirst Bankshares, Inc. (SFBS)
Atlantic Union Bankshares (AUB)	First Interstate BancSystem, Inc. (FIBK)	Simmons First National (SFNC)
BancFirst Corp. (BANF)	Home Bancshares, Inc. (HOMB)	TowneBank (TOWN)
CVB Financial Corp. (CVBF)	Independent Bank Corp. (INDB)	Trustmark Corporation (TRMK)
Enterprise Financial Services (EFSC)	Independent Bank Group, Inc. (IBTX)	United Community Banks, Inc. (UCBI)
First Bancorp (FBNC)	Pacific Premier Bancorp, Inc. (PPBI)	WesBanco, Inc. (WSBC)
First Financial Bankshares, Inc. (FFIN)	Renasant Corp. (RNST)	WSFS Financial Corporation (WSFS)


Name and Principal Position	Year	Salary ($) (1)	Bonus ($)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)	All Other Compensation ($) (4)	Total ($)
Charles M. Shaffer Chairman and Chief Executive Officer	2023 2022 2021	886,500 690,000 600,000	0 1,152,000 640,000	1,200,002 719,972 1,449,990	-- -- --	838,380 (5) -- --	134,149 207,504 33,757	32,741 55,100 47,694	3,091,772 2,824,576 2,771,441
Tracey L. Dexter EVP, Chief Financial Officer	2023 2022 2021	456,250 393,750 363,750	0 480,000 350,000	424,985 399,992 249,979	-- -- --	311,500 (5) -- --	-- -- --	15,069 20,953 17,676	1,207,804 1,294,695 981,405
Joseph M. Forlenza EVP, Chief Risk Officer	2023 2022 2021	422,500 337,500 328,750	0 296,000 220,000	424,985 249,996 224,963	-- -- --	244,750 (5) -- --	-- -- --	14,855 14,842 14,436	1,107,090 898,338 788,149
Juliette P. Kleffel EVP, Chief Operating Officer	2023 2022 2021	459,375 396,000 381,750	0 480,000 260,000	499,987 299,994 274,959	-- -- --	333,750 (5) -- --	-- -- --	24,990 30,410 31,787	1,318,102 1,206,404 948,496
Austen D. Carroll EVP, Chief Lending Officer	2023 2022 --	456,250 391,250 --	0 480,000 --	499,987 499,990 --	-- -- --	333,750 (5) -- --	-- -- --	24,146 32,735 --	1,314,133 1,403,975 --


Name	Company Paid Contributions to Retirement Savings Plan	Company Paid Contributions to Supplemental LTD Insurance	Car Allowance	Dividends Paid (1)	Total
Charles M. Shaffer	$13,200	$2,128	$9,000	$8,414	$32,741
Tracey L. Dexter	$13,200	$1,095	--	$774	$15,069
Joseph M. Forlenza	$13,200	$1,014	--	$641	$14,855
Juliette P. Kleffel	$13,200	$1,095	$9,000	$1,695	$24,990
Austen D. Carroll	$13,200	$1,095	$7,800	$2,051	$24,146


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


	Charles M. Shaffer Chairman & CEO	Tracey L. Dexter EVP & CFO	Joseph M. Forlenza EVP & CRO	Juliette P. Kleffel EVP & COO (1)	Austen D. Carroll EVP & CLO
Base Salary	$942,000	$475,000	$450,000	$475,000	$475,000
Short-Term Incentive (2)	$838,380	$311,500	$244,750	$333,750	$333,750
RSA (3)	$300,000	$106,250	$106,250	$125,000	$125,000
PSU (3)	$900,000	$318,750	$318,750	$375,000	$375,000


Component	What it Measures	Why it is Used
Long-Term Incentive
Average Annual EPS Growth	Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock.	A broadly used indicator of profitability, useful for tracking performance over time or in comparison to benchmarks.
Average Annual ROATE	Net income as a percentage of average shareholders’ equity, excluding intangible assets.	A broadly used indicator of effective utilization of capital, useful for tracking performance over time or in comparison to benchmarks.
Short-Term Incentive
Core ROATE Normalized	Net income as a percentage of average shareholders’ equity, excluding intangible assets.	Indicator of effective utilization of capital and performance or in comparison to benchmarks for normalized peer average over the fiscal year.
Core EPS Growth	EPS is the portion of the Company’s profit allocated to each share of common stock.	Indicator of profitability and performance over time or in comparison to benchmarks over the fiscal year.
Pre-provision Net Revenue Growth	Sum of net interest income and non-interest income less expenses before adjusting for loss provisions.	Indicator of profitability and performance over time, or in comparison to benchmarks over the fiscal year, before the impact of credit provision and credit losses.
Efficiency Ratio	Ratio of non-interest operating expenses and income after adjusting for loss provisions.	Indicator of the Company’s effectiveness of cost-efficiency and utilization of its resources to generate profitability.


Charles M. Shaffer, Chairman and Chief Executive Officer
•Ongoing leadership and contributions to our business strategy and corporate development efforts, including the successful acquisition and integration of Professional Bank and integration of Drummond Community Bank •Driving talent enhancement and growth across Seacoast’s commercial banking franchise •Maintaining strong associate engagement and enterprise-wide alignment with Company culture •Delivering significant growth in Seacoast's wealth management division •Consistency in delivering shareholder value
Tracey L. Dexter, Executive Vice President, Chief Financial Officer
•Contributions to enterprise-wide business strategy efforts and efficiency initiatives •Building strong relations with shareholders by establishing sound reputation of financial transparency •Monitoring of financial planning and analysis and deposits strategy •Key role in investment decision-making and prioritizing the support for key projects and teams, including M&A •Successfully integrating bank acquisitions in 2023
Joseph M. Forlenza, Executive Vice President, Chief Risk Officer
•Continued contributions to the Company’s enterprise-wide risk management process •Improvements in governance, risk, and compliance oversight and reporting •Key role in rigorous due diligence of M&A opportunities •Additional enhancements to the BSA Program, CRA Program and Third-Party Risk Management Program •Integration and management of internal legal counsel team •Maintained regulatory relationships and exam management •Successful execution of tactics addressing identified risk factors in the transition to a mid-size bank
Juliette P. Kleffel, Executive Vice President, Chief Operating Officer *
•Substantial year-over-year productivity gains in organizational units •Contributions to the enhancement of a competitive digital experience •Achievement of record growth in our wealth management division •Execution of SBA Program strategy initiatives and top talent acquisition •Key driver of Seacoast’s balanced growth strategy to enhance client satisfaction in multiple areas across the enterprise •Successful execution of responsibilities across the organization including residential, marine, wealth management and the Customer Service Center
Austen D. Carroll, Executive Vice President, Chief Lending Officer
•Successfully integrated Nature Coast Insurance and execution of business strategy •Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in Ocala, Gainesville, Fort Lauderdale and Sarasota •Key driver of Seacoast’s balanced growth strategy •Successful collaboration with internal partners to ensure adequate support and speed to market •Continued enhancements to commercial treasury management products and talent


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


Name	Grant Date Value Assuming Target Performance	Grant Date Value Assuming Maximum Performance
Charles M. Shaffer	$ 899,996	$ 2,024,991
Tracey L. Dexter	318,745	717,176
Joseph M. Forlenza	318,745	717,176
Juliette P. Kleffel	374,984	843,715
Austen D. Carroll	374,984	843,715


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			471,000	942,000	1,884,000
	4/1/2023	3/28/2023				9,522	38,087	85,696		--	--	899,996
	4/1/2023	3/28/2023							12,696	--	--	300,006
Tracey L. Dexter			175,000	350,000	700,000
	4/1/2023	3/28/2023				3,372	13,489	30,350		--	--	318,745
	4/1/2023	3/28/2023							4,496	--	--	106,240
Joseph M. Forlenza			137,500	275,000	550,000
	4/1/2023	3/28/2023				3,372	13,489	30,350		--	--	318,745
	4/1/2023	3/28/2023							4,496	--	--	106,240
Juliette P. Kleffel			187,500	375,000	750,000
	4/1/2023	3/28/2023				3,967	15,869	35,705		--	--	374,984
	4/1/2023	3/28/2023							5,290	--	--	125,003
Austen D. Carroll			187,500	375,000	750,000
	4/1/2023	3/28/2023				3,967	15,869	35,705		--	--	374,984
	4/1/2023	3/28/2023							5,290	--	--	125,003


	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
					9,310(4)	264,963	12,322(7)	350,684
					3,512(5)	99,952	15,725(8)	447,534
					12,696(6)	361,328	38,087(9)	1,083,956
T. Dexter	2,842	--	31.15	04/01/2028
					582(4)	16,564	5,134(7)	146,114
					1,952(5)	55,554	8,736(8)	248,627
					4,496(6)	127,956	13,489(9)	383,897
J. Forlenza	12,635	--	31.15	04/01/2028
					524(4)	14,913	4,620(7)	131,485
					1,220(5)	34,721	5,460(8)	155,392
					4,496(6)	127,956	13,489(9)	383,897
J. Kleffel	14,831	--	28.69	04/01/2027
	12,635	--	31.15	04/01/2028
					640(4)	18,214	5,647(7)	160,714
					1,464(5)	41,665	6,552(8)	186,470
					5,290(6)	150,553	15,869(9)	451.632
A. Carroll	--	--	--	--	582(4)	16,564	5,134(7)	146,114
					2,439(5)	69,414	10,920(8)	310,783
					5,290(6)	150,553	15,869(9)	451,632


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	3	358,662	--
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	134,576	--	103,157	--	573,285(2)
Tracey L. Dexter	--	--	46,018	--	281,591(3)
Joseph M. Forlenza	--	--	--	--	--
Juliette P. Kleffel	--	--	--	--	--
Austen D. Carroll	13,948	--	9,313	--	54,198(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	3,713,440	6,455	--	3,719,895
Upon Death (1)	2	6,001,672	6,455	2,608,416(4)	8,616,543
Upon Disability (1)	2	1,959,853	6,455	2,608,416(4)	4,574,724
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (1)	3	7,111,312	9,683	2,608,416(4)	9,729,411
Upon Change-in-Control where Award is not assumed by surviving entity	--	1,654,932	--	2,608,416(4)	4,263,348
Upon Change-in-Control where Award assumed by surviving entity	--	1,654,932	--	--(4)	1,654,932
Tracey L. Dexter
Upon Death or Disability	--	--	--	978,711(4)	978,711
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5)	1	1,236,000	2,114	978,711	2,216,825
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	978,711(4)	978,711
Upon Change-in-Control where Award assumed by surviving entity	--	--	--	--(4)	--
Joseph M. Forlenza
Upon Death or Disability	--	--	--	848,364(4)	848,364
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5)	1	957,167	1,995	848,364	1,807,526
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	848,364(4)	848,364
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	956,875	1,995	--	958,870
Upon Death or Disability (2)	--	333,750(6)	--	1,009,249(4)	1,342,999
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (2)	2	1,913,750	2,993	1,009,249	2,925,992
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,009,249(4)	1,009,249
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	881,875	2,195	--	884,070
Upon Death or Disability (3)	--	333,750(6)	--	1,145,060(4)	1,478,810
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (3)	2	1,763,750	3,293	1,145,060	2,912,103
Upon Change-in-Control where Award is not assumed by surviving entity	--	--	--	1,145,060(4)	1,145,060
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	836,041	$20.35	2,388,271
Equity compensation plans not approved by shareholders	--	--	--
TOTAL	836,041	$20.35	2,388,271


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


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


Class	Term	Names of Directors
Class I	Term Expires at the 2024 Annual Meeting	Jacqueline L. Bradley H. Gilbert Culbreth, Jr. Christopher E. Fogal Charles M. Shaffer Joseph B. Shearouse, III
Class II	Term Expires at the 2025 Annual Meeting	Dennis J. Arczynski Maryann Goebel Robert J. Lipstein Thomas E. Rossin
Class III	Term Expires at the 2026 Annual Meeting	Dennis S. Hudson, III Alvaro J. Monserrat



	JACQUELINE L. BRADLEY Age: 66 TENURE: •Company since 2015 •Bank since 2014	BOARD COMMITTEES: •Bank Trust (Chair) •Corporate Development	QUALIFICATIONS & EXPERIENCE:
Ms. Bradley served as a director of BankFIRST from 2005 until BANKshares was acquired by Seacoast in 2014. During her tenure at BankFIRST, she served on BankFIRST’s Special Assets Committee and Audit Committee. Ms. Bradley currently chairs Seacoast Bank’s Trust and Wealth Management Committee. Ms. Bradley has had a 20+ year career in financial services, including seven years with SunTrust Bank in Central Florida, culminating in her last position as senior vice president leading its Private Client Group (1999-2002). Her previous experience also includes 8 years as vice president with Moody’s Investors Services and 3 years providing consulting services for McKinsey Management Consultants and Touché Ross. Since 2020, Ms. Bradley serves on the board of directors of Tampa Electric Company, a wholly-owned subsidiary of Emera, Inc. (ticker: EMRAF), a public gas and electric utilities company. In 2021, Ms. Bradley was appointed as an independent director to the board of directors of certain business development companies managed by affiliates of Lafayette Square Holding Company, LLC., an impact investment platform that deploys long-term capital alongside impactful services to local communities across the U.S., where she currently serves as the chair of the board’s nominating committee and audit committee. Ms. Bradley also serves on the board of directors of the Boys & Girls Club of Central Florida, serving as chairperson in 2002 and 2003. Additionally, Ms. Bradley is a board member of The Studio Museum in Harlem. She also served on the finance committee for the Central Florida Expressway Authority and Orange County Tourist Development Council and vice chair of the board of directors of the Greater Orlando Aviation Authority, as well as a member of the board of directors of Florida Arts Council and Cornell Museum of Fine Arts. Ms. Bradley received her Bachelor of Arts degree in Economics and Political Science from Yale College, and her master’s degree in business administration from Columbia University Graduate School of Business with a concentration in Finance and Marketing. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Ms. Bradley should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •her diversity of management experience in the financial services industry; •her knowledge of, and stature and philanthropic service to, the Central Florida market, which is valuable in understanding the customer segments in this market; and •her ability to provide guidance to the Board of Directors regarding accounting and financial matters.

	H. GILBERT CULBRETH, JR. Age: 78 TENURE: •Company since 2008 •Bank since 2006	BOARD COMMITTEES: •Bank Credit Risk •Compensation & Governance	QUALIFICATIONS & EXPERIENCE:
Mr. Culbreth has been chief executive officer and owner of Gilbert Chevrolet Company, Inc., a car dealership located in Okeechobee, Florida, for over 40 years. He also owns and manages Gilbert Ford car dealership in Okeechobee, Florida. Mr. Culbreth was previously a member of Big Lake Financial Corporation’s (“Big Lake”) board of directors for 10 years prior to the acquisition of Big Lake by Seacoast in 2006, and has served on the Bank’s board of directors since the acquisition. In addition, Mr. Culbreth is president of several other family businesses, including: Culbreth Realty, Inc. (a real estate brokerage company), Parrott Investments, Inc. (a holding company for two other businesses), Gilbert Cattle Co., LLC (a cattle operation), Grace Marine (a watercraft sales company), Gilbert Aviation Inc. (an aircraft sales and service company), Gilbert Oil Company, LLC and Gilbert Trucking, Inc. Mr. Culbreth is a former director of the Florida Council on Economic Education, the Okeechobee County Board of Realtors, the Okeechobee Economic Council, and the United Way of Okeechobee and is a member of the Masonic Lodge. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Culbreth should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •his diversity of business experience for more than 40 years in the Okeechobee, Florida market, which is valuable in understanding the customer segments in this market; •his entrepreneurial and management skills; •his stature in and knowledge of the local community; and •his experience with the Company



	CHRISTOPHER E. FOGAL Age: 72 TENURE: •Company since 1997 •Bank since 1997	BOARD COMMITTEES: •Audit •Bank Trust •Information Technology	QUALIFICATIONS & EXPERIENCE:
Mr. Fogal is a certified public accountant and a partner emeritus with the public accounting firm of Carr, Riggs & Ingram, LLC (“Carr Riggs”), a top 25 accounting firm that is the second largest super-regional accounting firm in the southeastern U.S. He was previously a principal with the public accounting firm of Proctor, Crook, Crowder & Fogal, P.A. (“Proctor Crook”), a BDO affiliate firm, located in Stuart, Florida, from 2009 to 2017 when the firm merged with Carr Riggs. Mr. Fogal was the managing partner of Fogal & Associates from 1979 until the firm merged with Proctor Crook in 2009. He also served on the board of directors of Port St. Lucie National Bank until it was acquired by Seacoast in 1996. Currently, Mr. Fogal is chairman of the St. Lucie County Economic Development Council. He has also served as past chairman of the Treasure Coast Private Industry Council and past president of the St. Lucie County Chamber of Commerce, and is active in a number of professional organizations including the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Mr. Fogal received a bachelor’s degree in accounting from New York Institute of Technology and a master’s degree from Liberty University. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Fogal should be a nominee for director of Seacoast, qualification as an independent director, as well as the following qualifications were considered: •his accounting expertise as a Certified Public Accountant ("CPA"), which provides the Board of Directors with guidance related to internal controls and financial and accounting matters; •his business, management and decision-making skills, including his experience as managing partner of an accounting firm for 30+ years; •his stature and knowledge of the local community; and •his experience with the Company.



	CHARLES M. SHAFFER Age: 50 TENURE: •Company since 2021 •Bank since 2021	BOARD COMMITTEES: •Corporate Development •Bank Credit Risk	QUALIFICATIONS & EXPERIENCE:
Mr. Shaffer was appointed Chairman of the Company and the Bank in February 2022, and president and chief executive officer and a member of the board of directors of the Company and Bank in January 2021. Mr. Shaffer previously served as chief operating officer since May 2019. He also served as executive vice president and chief financial officer from January 2017 to May 2019. Prior to that, he led the community banking group since October 2013 and held other various positions in the Company, including controller since 2005. Mr. Shaffer is actively involved in the community and other external organizations, serving on the board of directors of Armellini Express Lines, a private logistics company headquartered in Palm City, FL, as well as, Florida Bankers Association and United Way of Martin County. Mr. Shaffer is a graduate of the University of Central Florida with a master’s degree in business administration with a specialization in finance, Florida State University with a Bachelor’s degree in Finance, Florida Atlantic University with a Bachelor’s degree in Accounting and is a graduate of the Advanced Management Program at the University of Pennsylvania’s Wharton School of Business. He is a Certified Public Accountant licensed in the State of Florida. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Shaffer should be a nominee for director of Seacoast, the following qualifications were considered: •his significant experience in the banking and financial services industry and the organization, including his service as Chairman and Chief Executive Officer of the Company, which provides a unique understanding of our operations; •his knowledge and relationships with the institutional investor community, including the Company's past and present institutional investors; •his expertise in executive leadership and management, formerly serving in several leadership roles, including Chief Operating Officer; and •his financial and accounting acumen.



	JOSEPH B. SHEAROUSE, III Age: 66 TENURE: •Company since 2023 •Bank since 2023	BOARD COMMITTEES: •Corporate Development •Bank Credit Risk •Bank Trust	QUALIFICATIONS & EXPERIENCE:
Mr. Shearouse formerly served as Senior Vice President and Market Executive of Seacoast Bank, where he was responsible for business development and growth strategies to deepen client relationships and execute market strategy up until July 2023 when he was appointed to the Seacoast’s board of directors. Prior to joining Seacoast Bank, Mr. Shearouse served as Chairman and CEO for First Bank of The Palm Beaches from 2010, until acquired by Seacoast Bank in 2020. From 2007 to 2009, Mr. Shearouse served as President of Southeast Florida for National City Bank following its purchase of Fidelity Federal Bank & Trust where he served in multiple senior-level roles for 27 years, including Executive Vice President of Corporate Lending with responsibilities over Commercial Real Estate Lending, Small Business Lending, Consumer Lending, Loan Servicing, SBA Lending and the Credit Department. Mr. Shearouse has served on many community boards over his career, including the Boys and Girls Club of Palm Beach County, United Way of Palm Beach County, Palm Health Foundation, Chamber of Commerce of the Palm Beaches, as well as the Palm Beach Business Development Board and the Economic Council, among others. In the banking industry, Mr. Shearouse served for two terms on the board of directors of the Florida Bankers Association and at the national level, on the of board of America’s Community Bankers. Mr. Shearouse was named “Florida Banker of the Year” in 2006 by the Florida Bankers Association. Mr. Shearouse earned a bachelor’s degree in real estate and insurance from Florida State University and an associate degree in business management from Wofford College. DIRECTOR QUALIFICATION HIGHLIGHTS In making the determination that Mr. Shearouse should be a nominee for director of Seacoast, the following qualifications were considered: •his significant experience in the banking industry and the organization, including his service as Market Executive of the Bank, which provide a unique understanding of our operations, including credit and lending; •his expertise in executive leadership and management and effective regulatory and compliance practices; and •his stature in the local community, including through service on the boards of the non-profit organizations discussed above.