SEACOAST BANKING CORPORATION OF FLORIDA | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||




















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Item | Proposal | Board Voting Recommendation | Vote Required |
1 | Election of Five Class III Directors | FOR ALL | Plurality vote* |
2 | Amend the Company's Amended and Restated Articles of Incorporation to Declassify the Board of Directors | FOR | Affirmative vote of two-thirds (66 2/3%) of votes cast |
3 | Advisory (Non-binding) Vote to Approve Executive Compensation (Say on Pay) | FOR | Affirmative vote of a majority of votes cast |
4 | Ratification of Appointment of Crowe LLP as Independent Auditor for 2026 | FOR | Affirmative vote of a majority of votes cast |
Name | Age | Director Since | Current Occupation | Independent | No. of Other Public Company Boards |
Michael E. Griffin | 45 | 2026 | Vice Chairman and Co-Head of Savills, Inc., a commercial real estate brokerage and advisory firm | ✔ | 0 |
Dennis S. Hudson, III | 70 | 1984 | Retired former Chairman of Company and Bank | ✔ | 1 |
Kathleen B. Kay | 64 | 2026 | Executive Vice President and Chief Information Officer of Principal Financial Group | ✔ | 0 |
Alvaro J. Monserrat | 57 | 2017 | Independent advisor of business strategy and execution for CEOs of technology start- up companies | ✔ | 0 |
Randolph A. Moore III | 59 | 2026 | Retired senior partner at Alston & Bird, LLP | ✔ | 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 judgment •a willingness to listen to differing points of view and work in a mutually respectful manner | •substantial business or professional experience and ability to offer meaningful advice and guidance to the Company’s management based on that experience •professional achievement through service as a principal executive of a major company, partner in a law or accounting firm, successful entrepreneur, prominent academic or similar position of significant responsibility |



Skills, Qualifications and Experience | Dennis J. Arczynski | Eduardo J. Arriola | Jacqueline L. Bradley | H. Gilbert Culbreth, Jr. | Christopher E. Fogal | Maryann Goebel | Michael E. Griffin | Dennis S. Hudson, III | Kathleen B. Kay | Robert J. Lipstein | Alvaro J. Monserrat | Randolph A. Moore III | Charles M. Shaffer | Joseph B. Shearouse, III | |
Audit/Accounting/Finance experience in overseeing financial reporting, internal controls and audit processes to maintain financial soundness | P | P | P | P | P | P | P | P | P | ||||||
Banking/Financial Services experience in guiding product evolution, competitive business model and revenue generating initiatives | P | P | P | P | P | P | P | P | P | P | P | ||||
Executive Leadership ability to set vision, develop strategy, and lead through complex challenges and transformation and long-term strategic execution | P | P | P | P | P | P | P | P | P | P | P | P | P | P | |
Corporate Governance knowledge of governance principles, fiduciary duties, and decision-making frameworks that strengthens accountability and transparency | P | P | P | P | P | P | P | P | P | ||||||
Digitalization/Business Intelligence understanding of digital technologies, data analytics and automation that improve efficiency and customer insight in a rapidly evolving digital environment. | P | P | P | P | P | P | P | P | P | ||||||
Corporate Citizenship experience in understanding customer segments in markets served and implementing sustainability initiatives that support long-term value creation | P | P | P | P | P | P | P | P | P | P | |||||
Customer Experience expertise in designing and managing customer journeys, satisfaction, and loyalty to create valuable customer relationships and long-term profitability | P | P | P | P | P | P | P | P | P | ||||||
Legal and Regulatory Affairs familiarity to monitor legal, regulatory and compliance requirements | P | P | P | P | P | P | P | P | P | ||||||
Risk Management experience is important in overseeing the risks throughout the organization | P | P | P | P | P | P | P | P | P | P | P | P | P | P | |
Cybersecurity/Information Security understanding of cyber risk, data protection, and IT resilience to protect customer data, operational continuity, and company reputation. | P | P | P | P | P | P | P | ||||||||
Human Capital Management knowledge of talent strategy, leadership development, compensation practices and corporate culture to attract, retain, and motivate top talent while sustaining a culture aligned with mission and values | P | P | P | P | P | P | P | P | P | P | P | ||||

















Element | Description |
Corporate Governance Review and Investor Feedback | The CGC reviews corporate governance principles and makes recommendations annually, with consideration given to generally accepted practices and feedback from investors. This committee also oversees the process for annual board evaluations. |
Annual Board & Committee Self- Evaluations | The Board and each Board committee conduct annual self-evaluations. In 2025, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees of the Board. |
Summary and Review | For the 2025 Board and committee evaluations, responses and comments were compiled and summarized, and were reviewed by the Chairman and Lead Independent Director, 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 | In response to feedback from the evaluation process, the Board and committees work with management to take concrete steps to improve policies, processes and procedures to further Board and committee effectiveness. As a result of the 2025 Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities, director succession, and board refreshment. In early 2026, the Board appointed three new directors to the Board. |



Director Name | Audit | Compensation & Governance | Corporate Development | Enterprise Risk Management | Information Technology | |||||
Dennis J. Arczynski (1) | ✔ | ✔ | ✔(3) | ✔ | ||||||
Eduardo J. Arriola | ✔ | |||||||||
Jacqueline L. Bradley (1) | ✔ | |||||||||
H. Gilbert Culbreth, Jr. (1) | ✔ | |||||||||
Christopher E. Fogal (1)(2) | ✔ | ✔ | ||||||||
Maryann Goebel (1) | ✔ | ✔(3) | ✔ | ✔ | ||||||
Michael E. Griffin (1)(6) | ✔ | |||||||||
Dennis S. Hudson, III (1) | ✔(5) | ✔ | ||||||||
Kathleen B. Kay (1)(6) | ✔ | ✔ | ✔ | |||||||
Robert J. Lipstein (1) | ✔(3) | ✔ | ✔ | ✔ | ||||||
Alvaro J. Monserrat (1) | ✔ | ✔ | ✔ | ✔(3) | ||||||
Randolph A. Moore, III (1)(6) | ✔ | ✔ | ✔ | |||||||
Charles M. Shaffer (4) | ✔ | |||||||||
Joseph B. Shearouse, III | ✔(3) | |||||||||
TOTAL MEETINGS HELD IN 2025 | 8 | 6 | 2 | 4 | 4 | |||||
(1) | Independent Director |
(2) | Lead Independent Director |
(3) | Committee Chair Lead |
(4) | Chairman of the Board |
(5) | Transitioned from service as Compensation and Governance Committee member effective October 23, 2025 |
(6) | Appointed March 26, 2026 |





Name of Beneficial Owner Directors and Executive Officers | Amount and Nature of Beneficial Ownership | Percentage of Outstanding Shares |
Dennis J. Arczynski | 66,368 (1) | * |
Eduardo J. Arriola | 30,929 (2) | * |
Jacqueline L. Bradley | 42,172 (3) | * |
H. Gilbert Culbreth, Jr. | 109,131 (4) | * |
Christopher E. Fogal | 63,809 (5) | * |
Maryann Goebel | 39,856 (6) | * |
Michael E. Griffin ** | 100 | * |
Dennis S. Hudson, III | 497,212 (7) | * |
Kathleen B. Kay ** | 32 | * |
Robert J. Lipstein | 30,483 (8) | * |
Alvaro J. Monserrat | 31,321 (9) | * |
Randolph A. Moore, III ** | 2,742 (10) | * |
Charles M. Shaffer | 230,371 (11) | * |
Joseph B. Shearouse, III | 47,040 (12) | * |
Tracey L. Dexter | 44,782 (13) | * |
Joseph M. Forlenza | 42,280 | * |
Juliette P. Kleffel | 98,749 (14) | * |
Austen D. Carroll | 42,529 | * |
All directors and executive officers as a group (18 persons) | 1,419,906 | 1.5% |
Name of Beneficial Owner Certain Other Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Outstanding Shares |
BlackRock, Inc. | 13,532,944 (15) | 14.0% |
The Vanguard Group | 7,088,869 (16) | 7.3% |
North Reef Capital Management L.P. | 5,832,075 (17) | 6.0% |
Wellington Management Group LLP | 5,385,927 (18) | 5.6% |











OUTREACH | ENGAGEMENT | |
~ 63% of institutionally held shares | ~ 20% of institutionally held shares | |
We reached out to our top 20 shareholders, representing over 60% of institutionally held shares, to seek engagement on matters of interest | Of the top 20 shareholders that actively responded or chose to participate in discussions, approximately 20% of institutionally held shares were represented |

What We Heard | Our Board’s Actions and Ongoing Practices |
•Expanded disclosure of the Committee’s performance assessment process •Disclosed threshold, target and maximum STI goals and weightings, along with actual results and qualitative determinations •Enhanced disclosure of PSU design, performance metrics, payout scales and results for completed cycles | |
Increase focus on performance metrics that drive shareholder returns and align with Seacoast’s strategic priorities | •Confirmed continued use of PSU metrics aligned with shareholder value creation •Reviewed peer compensation practices and confirmed that our executive compensation program places a greater emphasis on performance-based variable pay than our peer group with PSUs representing 75% of LTI •Added organic loan and deposit growth metrics to the 2025 STI program |
Align compensation programs with strategic focus on acquisition initiatives and related strategic priorities | •Incorporated transaction-related strategic objectives into qualitative STI goals to reflect integration milestones and synergies •Re-assessed forward-looking incentive metrics to align with the Company’s expanded scale and strategic focus |
Continue to emphasize stock ownership by management and directors | •Emphasize stock compensation with PSUs and RSAs granted under the LTI plan to executive officers for achievement of performance objectives •All of our directors are paid a stock retainer; some also 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 minimum number of shares of our stock •Our corporate governance guidelines were updated to require that directors own Seacoast stock equal in value to a minimum of five times their base annual cash retainer within five years of joining the Board. Our prior guidelines required a minimum stock holding of three times the annual base retainer was required for each director within four years of joining the Board |
Reduce Board age and tenure and the risk of entrenchment | •In 2026, our Board appointed three new directors, Michael Griffin, Kathy Kay and Randolph A. Moore, III, further enforcing its commitment to a balanced mix of new directors with fresh perspectives and, for continuity, seasoned, experienced directors with deep knowledge of the Company and its markets. Although our Board does not have a mandatory retirement requirement, it actively uses board evaluations and succession planning and will continue to refresh the board over time. |
Declassify Board | •At this year's annual meeting, and subject to shareholder approval of Proposal 2 in this proxy statement, we will begin phasing in annual elections for our directors. Based on shareholder feedback, the Board agreed that this change would strengthen our corporate governance |


























Pay Element | Purpose | Determination |
Base Salary | Provides a fixed element of compensation that recognizes an individual’s job responsibilities and expertise. | Reflects the CGC’s assessment of the executive’s experience, skills and value to Seacoast. |
Annual Short-Term Incentive Awards | Provides cash incentive opportunities tied to achievement of annual quantitative and qualitative performance objectives. | Reflects the executive team’s performance against pre-established annual goals and metrics. In 2025, quantitative metrics included earnings per share, return on assets, and organic loan and deposit growth. Additionally, the CGC considered the achievement of pre-established targets relating to successful execution of acquisition-related activities, scaling and expansion initiatives, and metrics relating to customer satisfaction and employee engagement. |
Performance Stock Units (“PSUs”) | Provides performance-based equity compensation tied to long-term performance outcomes that aligns executives with long-term shareholder interests. | The target number of PSUs granted is determined by the CGC after consideration of the executive team's performance scorecard for the prior year. The number of PSUs that may be earned is based on the level of achievement of performance goals established by the CGC over a three-year performance period, measured relative to our peer group. 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 represent 75% of each NEO's annual equity awards. |
Restricted Stock Awards (“RSAs”) | Provides time-based equity compensation that aligns executives’ interests with shareholders, encourages stock ownership, supports retention, and balances risk-taking. | The number of RSAs granted is determined by the CGC after consideration of the executive team’s performance scorecard for the prior year. The realized value of RSAs is based on stock price at the vesting date. RSAs represent 25% of each NEO's annual equity awards. |






Charles M. Shaffer Chairman & CEO | Tracey L. Dexter EVP & CFO | Joseph M. Forlenza EVP & CRO | Juliette P. Kleffel EVP & COO | Austen D. Carroll EVP & CLO | |
Base Salary | $1,000,000 | $486,750 | $472,000 | $575,000 | $525,000 |
Short-Term Incentive (1) | $1,500,000 | $525,000 | $412,500 | $562,500 | $562,500 |
RSA (2) | $437,500 | $106,250 | $106,250 | $131,250 | $131,250 |
PSU (2) | $1,312,500 | $318,750 | $318,750 | $393,750 | $393,750 |


2025 PEER GROUP | ||
Ameris Bancorp (ABCB) | First interstate BancSystem, Inc. (FIBK) | ServisFirst Bankshares, Inc. (SFBS) |
Atlantic Union Bankshares (AUB) | First Merchants Corp. (FRME) | Simmons First National (SFNC) |
BancFirst Corp. (BANF) | Fulton Financial Corp. (FULT) | TowneBank (TOWN) |
CVB Financial Corp. (CVBF) | Independent Bank Corp. (INDB) | Trustmark Corporation (TRMK) |
Enterprise Financial Services (EFSC) | OceanFirst Financial Corp. (OCFC) | United Community Banks, Inc. (UCB) |
FB Financial Corp. (FBK) | Prosperity Bancshares, Inc. (PB) | WesBanco, Inc. (WSBC) |
First Bancorp (FBNC) | Renasant Corp. (RNST) | WSFS Financial Corporation (WSFS) |
First Busey Corp (BUSE) | ||

Named Executive Officer | 2024 | 2025 | % Change |
Charles M. Shaffer | $965,500 | $1,000,000 | 3.6% |
Tracey L. Dexter | $475,000 | $486,875 | 2.5% |
Joseph M. Forlenza | $461,000 | $472,000 | 2.4% |
Juliette P. Kleffel | $550,000 | $575,000 | 4.5% |
Austen D. Carroll | $500,000 | $525,000 | 5.0% |

Performance Metric | Weight | Why it Matters |
Adjusted Earnings Per Share (EPS) | 25% | Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock. The measure is broadly used as an indicator of profitability, useful for tracking performance over time or in comparison to benchmarks. |
Adjusted Return on Assets (ROA) | 25% | Net income as a percentage of average total assets. A broadly used indicator of efficient use of assets to generate earnings, useful for tracking performance over time or in comparison to benchmarks. |
Organic Loan Growth | 25% | Core revenue expansion of real sustainable demand for lending activities and ongoing customer relationships that support profitability and long-term franchise value. |
Organic Deposit Growth | 25% | Drives customer engagement and relationships for cross-product revenue generating opportunities and supports strong liquidity balances, reducing interest rate risk and extending long-term franchise value. |

2025 Qualitative Performance Priorities | Accomplishment |
Merger and Acquisition Execution | •Successfully executed all legal, financial and regulatory requirements and completed the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. •Achieved associate retention and conversion goals with no critical impact to business operations or customer ability to conduct business |
Risk and Control | •Successfully managed risk while effectively balancing Company growth •Fostered a strong risk culture throughout the Company that focuses on the shared values, attitudes, competencies, and behaviors related to risk awareness, risk taking and risk management •Enhanced enterprise risk management framework and governing practices |
Customer Satisfaction | •Exceeded post-conversion customer sentiment goal on survey conducted by third party by 14% •Ended 2025 with a monthly average customer overall satisfaction score that well exceeded the target goal |
Talent & Culture | •Increased overall associate engagement from 84% to 85% •Achieved a 91% top talent retention rate for 2025, above the 90% goal |
Technology & Innovation | •Delivered an updated technology roadmap, with key initiatives underway at year-end •Effectively scaled technology for rapid inorganic growth, with eight scale initiatives launched in 2025 |
Geographic Expansion | •Opened 5 new branch locations in 2025 |

Charles M. Shaffer, Chairman and Chief Executive Officer |
•Completing the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. These two transactions were transformational for Seacoast's earnings outlook and improved shareholder returns •Focused effort to drive improvement in shareholder returns through creating stronger efficiency and productivity across the organization •Industry leading growth in loans outstanding and wealth management •Maintaining strong associate engagement and enterprise-wide alignment with Company culture •Continued focus on talent acquisition and maturity of the enterprise •Consistency in delivering shareholder value, with a balanced focus on risk adjusted returns and growth •Maintaining a strong relationship with shareholders, regulators and our communities at large |
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 •Successful execution of the acquisitions of Heartland Bancshares, Inc. and Villages Bancorporation, Inc. •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 Enterprise Risk Management (ERM) Program •Maturation of risk lines for mid-bank expectations •Maintained regulatory relationships and exam management |
Juliette P. Kleffel, Executive Vice President, Chief Operating Officer |
•Substantial year-over-year productivity gains in organizational units •Delivered a well-executed conversion of Heartland Bancshares, Inc. •Contributions to the implementation of our technology modernization •Key role in expanding the Bank's scalability with enhanced automation, process improvements and service delivery, with a focus on robotic process automation and maturing the organization towards an AI environment •Execution of strategy initiatives and top talent acquisition |
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 north Florida and Atlanta, including top talent acquisition •A continued focus on recruiting exceptional talent to Seacoast •Achievement of record growth in our wealth management division •Industry leading loan growth •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 improvements |

Type of Equity | Equity Mix | Description | Performance Objective(s) |
Performance Stock Unit ("PSU") Awards | 75% | •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%) compared to peers •Relative Average Annual ROATE (50%) compared to peers •Tier 1 Capital Compliance •Grant value determined based on overall performance in the prior year |
Time-Based Restricted Stock Awards ("RSA") | 25% | •3-year ratable vesting | •Grant value determined based on recognition of overall performance in the prior year |




Performance Measure (2023 PSUs) | Weight | Actual Performance Amongst Peers | Actual Shares Awarded as a % of Target |
Relative Average Annual EPS Growth | 50% | Ranked #13 of the 20- member peer group | 67.5% |
Relative Average Annual ROATE | 50% | Ranked #12 of the 20- member peer group | 47.2% |
Total Achievement (% of Target) | 57.4% | ||

Considerations | Compensation Design |
Long-Term Equity- Based Compensation | •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 Alignment with Company Results and Peer Performance | •Annual short-term incentive compensation that incorporates a quantitative component based on Company performance of EPS, ROA, loan growth and deposit growth •PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, that compete in a similar industry and share our risk profile |
Governance Practices | •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 Management Practices | •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 |

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 | 5 times annual cash retainer | 100% of net shares until target number of shares is met | |


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 | 2025 2024 2023 | 991,375 959,625 886,500 | -- -- -- | 1,749.963 1,499,961 1,200,002 | -- -- -- | 1,500,000 (5) 1,206,875 (5) 838,380 (6) | 161,930 132,575 134,149 | 78,093 61,381 32,741 | 4,481,361 3,860,417 3,091,772 |
Tracey L. Dexter EVP, Chief Financial Officer | 2025 2024 2023 | 483,906 475,000 456,250 | -- -- -- | 424,958 424,981 424,985 | -- -- -- | 525,000 (5) 437,500 (5) 311,500 (6) | -- -- -- | 41,210 29,731 15,069 | 1,475,074 1,367,211 1,207,804 |
Joseph M. Forlenza EVP, Chief Risk Officer | 2025 2024 2023 | 469,250 458,250 422,500 | -- -- -- | 424,958 424,981 424,985 | -- -- -- | 412,500 (5) 344,000 (5) 244,750 (6) | -- -- -- | 33,035 27,844 14,855 | 1,339,743 1,255,075 1,107,090 |
2025 2024 2023 | 568,750 556,250 459,375 | -- -- -- | 524,994 524,962 499,987 | -- -- -- | 562,500 (5) 469,000 (5) 333,750 (6) | -- -- -- | 56,214 39,881 24,990 | 1,712,458 1,590,093 1,318,102 | |
Austen D. Carroll EVP, Chief Lending Officer | 2025 2024 2023 | 518,750 493,750 456,250 | -- -- -- | 524,994 524,962 499,987 | -- -- -- | 562,500 (5) 469,000 (5) 333,750 (6) | -- -- -- | 44,852 38,042 24,146 | 1,651,096 1,525,754 1,314,133 |

Name | Company Paid Contributions to Supplemental LTD Insurance | Car Allowance | Dividends Paid (1) | Total | |
Charles M. Shaffer | $14,000 | $828 | $9,000 | $54,265 | $78,093 |
Tracey L. Dexter | $13,905 | $828 | -- | $26,477 | $41,210 |
Joseph M. Forlenza | $14,000 | $828 | -- | $18,207 | $33,035 |
Juliette P. Kleffel | $14,000 | $828 | $9,000 | $32,386 | $56,214 |
Austen D. Carroll | $14,000 | $828 | $7,800 | $22,224 | $44,852 |
Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (2) ($) | ||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||
Charles M. Shaffer | 500,000 | 1,000,000 | 2,000,000 | |||||||||
4/1/2025 | 3/25/2025 | 12,868 | 51,470 | 115,808 | -- | -- | 1,312,485 | |||||
4/1/2025 | 3/25/2025 | 17,156 | -- | -- | 437,478 | |||||||
Tracey L. Dexter | 175,000 | 350,000 | 700,000 | |||||||||
4/1/2025 | 3/25/2025 | 3,125 | 12,499 | 28,123 | -- | -- | 318,725 | |||||
4/1/2025 | 3/25/2025 | 4,166 | -- | -- | 106,233 | |||||||
Joseph M. Forlenza | 137,500 | 275,000 | 550,000 | |||||||||
4/1/2025 | 3/25/2025 | 3,125 | 12,499 | 28,123 | -- | -- | 318,725 | |||||
4/1/2025 | 3/25/2025 | 4,166 | -- | -- | 106,233 | |||||||
Juliette P. Kleffel | 187,500 | 375,000 | 750,000 | |||||||||
4/1/2025 | 3/25/2025 | 3,860 | 15,441 | 34,742 | -- | -- | 393,746 | |||||
4/1/2025 | 3/25/2025 | 5,147 | -- | -- | 131,249 | |||||||
Austen D. Carroll | 187,500 | 375,000 | 750,000 | |||||||||
4/1/2025 | 3/25/2025 | 3,860 | 15,441 | 34,742 | -- | -- | 393,746 | |||||
4/1/2025 | 3/25/2025 | 5,147 | -- | -- | 131,249 | |||||||

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) ($) |
Charles M. Shaffer | 28,544 | -- | 28.69 | 04/01/2027 | ||||
18,952 | -- | 31.15 | 04/01/2028 | |||||
4,317(4) | 135,640 | |||||||
32,835(5) | 1,031,676 | |||||||
17,156 (6) | 539,042 | |||||||
28,565(7) | 897,512 | |||||||
45.435(8) | 1,427,568 | |||||||
51,470(9) | 1,617,187 | |||||||
Tracey L. Dexter | 2,842 | -- | 31.15 | 04/01/2028 | ||||
1,529(4) | 48,041 | |||||||
11,304(5) | 355,172 | |||||||
4,166(6) | 130,896 | |||||||
10,117 (7) | 317,876 | |||||||
12,873(8) | 404,470 | |||||||
12,499(9) | 392,719 | |||||||
Joseph M. Forlenza | 12,635 | -- | 31.15 | 04/01/2028 | ||||
1,529(4) | 48,041 | |||||||
9,498(5) | 298,427 | |||||||
4,166(6) | 130,896 | |||||||
10,117 (7) | 317,876 | |||||||
12,873(8) | 404,470 | |||||||
12,499(9) | 392,719 | |||||||
Juliette P. Kleffel | 14,831 | -- | 28.69 | 04/01/2027 | ||||
12,635 | -- | 31.15 | 04/01/2028 | |||||
1,799(4) | 56,525 | |||||||
12,582(5) | 395,326 | |||||||
5,147(6) | 161,719 | |||||||
11,902(7) | 373,961 | |||||||
15,902(8) | 499,641 | |||||||
15,441(9) | 485,156 | |||||||
Austen D. Carroll | 1,799(4) | 56,525 | ||||||
12,582(5) | 395,326 | |||||||
5,147(6) | 161,719 | |||||||
11,902(7) | 373,961 | |||||||
15,902(8) | 499,641 | |||||||
15,441(9) | 485,156 | |||||||

Option Awards | Stock Awards | |||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
Charles M. Shaffer | -- | -- | 34,431 | 950,741 |
Tracey L. Dexter | -- | -- | 14,870 | 419,607 |
Joseph M. Forlenza | -- | -- | 11,046 | 306,928 |
Juliette P. Kleffel | -- | -- | 13,807 | 382,395 |
Austen D. Carroll | -- | -- | 17,715 | 502,254 |

Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | |
Charles M. Shaffer | 30,011 | -- | 161,214 | -- | 1,076,723(2) |
Tracey L. Dexter | -- | -- | 47,019 | -- | 366,453(3) |
Joseph M. Forlenza | -- | -- | -- | -- | -- |
Juliette P. Kleffel | -- | -- | -- | -- | -- |
Austen D. Carroll | 10,531 | -- | 11,577 | -- | 88,457(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 | 4,475,720 | 3,656 | -- | 4,479,376 |
Upon Death (1) | 2 | 6,390,465 | 3,656 | 5,947,806 (4) | 12,341,927 |
Upon Disability (1) | 2 | 2,112,217 | 3,656 | 5,947,806 (4) | 8,063,679 |
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (1) | 3 | 8,582,453 | 5,484 | 5,947,806 (4) | 14,535,743 |
Upon Change-in-Control where Award is not assumed by surviving entity | -- | 2,037,198 | -- | 5,947,806 (4) | 7,985,004 |
Upon Change-in-Control where Award assumed by surviving entity | -- | 2,037,198 | -- | -- (4) | 2,037,198 |
Tracey L. Dexter | |||||
Upon Death or Disability | -- | -- | -- | 1,755,121 (4) | 1,755,121 |
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5) | 1 | 1,336,208 | 1,828 | 1,755,121 | 3,093,157 |
Upon Change-in-Control where Award is not assumed by surviving entity | -- | -- | -- | 1,755,121 (4) | 1,755,121 |
Upon Change-in-Control where Award assumed by surviving entity | -- | -- | -- | -- (4) | -- |
Joseph M. Forlenza | |||||
Upon Death or Disability | -- | -- | -- | 1,698,377 (4) | 1,698,377 |
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (5) | 1 | 1,139,500 | 1,828 | 1,698,377 | 2,584,705 |
Upon Change-in-Control where Award is not assumed by surviving entity | -- | -- | -- | 1,698,377 (4) | 1,698,377 |
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 | 1,090,750 | 1,828 | -- | 1,092,578 |
Upon Death or Disability (2) | -- | 562,500(6) | -- | 2,096,971 (4) | 2,096,971 |
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (2) | 2 | 2,181,500 | 2,742 | 2,096,971 (4) | 4,281,213 |
Upon Change-in-Control where Award is not assumed by surviving entity | -- | -- | -- | 2,096,971 (4) | 2,096,971 |
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 | 1,040,750 | 828 | -- | 1,041,578 |
Upon Death or Disability (3) | -- | 562,500(6) | -- | 2,096,971 (4) | 2,096,971 |
Upon Termination without Cause or with Resignation for Good Reason Following a Change-in-Control (3) | 2 | 2,081,500 | 1,242 | 2,096,971 (4) | 4,179,713 |
Upon Change-in-Control where Award is not assumed by surviving entity | -- | -- | -- | 2,096,971 (4) | 2,096,971 |
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 | 549,326 | $23.58 | 591,760 |
Equity compensation plans not approved by shareholders | -- | -- | -- |
TOTAL | 549,326 | $23.58 | 591,760 |

Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1) (2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) ($) | Value of Initial Fixed $100 Investment Based on: | Net Income (6) (In Millions) ($) | Adjusted EPS Growth (7) (%) | Adjusted ROATE (7) (%) | ||||
Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (5) ($) | ||||||||||
2025 | 4,481,361 | 5,197,975 | 1,544,593 | 1,826,584 | 119.79 | 187.40 | 152.71 | 144.88 | 16.50 | 12.16 | ||
2024 | 3,860,417 | 4,700,153 | 1,433,055 | 1,785,218 | 102.29 | 155.47 | 143.39 | 120.99 | (15.07) | 11.25 | ||
2023 | 3,091,772 | 2,962,591 | 1,236,782 | 1,243,247 | 102.78 | 119.85 | 126.67 | 104.03 | (13.42) | 12.80 | ||
2022 | 2,824,576 | 2,295,871 | 1,200,853 | 1,090,130 | 109.31 | 116.18 | 127.12 | 106.51 | (10.17) | 12.86 | ||
2021 | 2,771,441 | 2,934,032 | 1,089,511 | 1,305,908 | 121.59 | 142.83 | 136.64 | 124.40 | 43.04 | 13.97 | ||
2025 | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($) | Add Fair Value at Fiscal Year- End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) | 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 ($) | Deduct Change in Pension Value ($) | Compensation Actually Paid ($) | |
PEO | 4,481,361 | (1,749,963) | 2,156,229 | 469,422 | 2,856 | (161,930) | 5,197,975 |
Average Non-PEO NEOs | 1,544,593 | (474,976) | 585,245 | 164,244 | 7,479 | 0 | 1,826,584 |


























































































































































































Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | |
Dennis J. Arczynski | 102,500 | (4) | 62,525 | -- | -- | 165,024 |
Eduardo J. Arriola (8) | 60,000 | 62,525 | -- | -- | 122,525 | |
Jacqueline L. Bradley | 85,000 | (4) | 62,525 | -- | -- | 147,525 |
H. Gilbert Culbreth, Jr. | 60,000 | (6) | 62,525 | -- | -- | 122,525 |
Christopher E. Fogal | 102,500 | (7) | 62,525 | -- | -- | 165,025 |
Maryann Goebel | 112,500 | (5) | 62,525 | -- | -- | 175,025 |
Dennis S. Hudson, III (8) | 90,000 | (4) | 62,525 | -- | -- | 152,525 |
Robert J. Lipstein | 102,500 | (4) | 62,525 | -- | -- | 165,025 |
Alvaro J. Monserrat | 105,000 | (4) | 62,525 | -- | -- | 167,525 |
Thomas E. Rossin | 72,500 | (4) | 62,525 | -- | -- | 135,025 |
Joseph B. Shearouse, III | 72,500 | 62,525 | -- | -- | 135,025 | |

Name | Grant Date | Stock Awards (1) (#) | Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (2) ($) |
Dennis J. Arczynski | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Eduardo J. Arriola | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Jacqueline L. Bradley (1) | 7/31/2025 | 2,218 | -- | -- | 62,525 |
H. Gilbert Culbreth, Jr. (1) | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Christopher E. Fogal (1) | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Maryann Goebel (1) | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Dennis S. Hudson, III | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Robert J. Lipstein | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Alvaro J. Monserrat (1) | 7/31/2025 | 2,218 | -- | -- | 76,018 |
2/3/2025 | -- | 970 | -- | ||
Thomas E. Rossin (1) | 7/31/2025 | 2,218 | -- | -- | 62,525 |
Joseph B. Shearouse, III | 7/31/2025 | 2,218 | -- | -- | 62,525 |






2025 | 2024 | |
Audit Fees (1) | $ 1,986,364 | $ 1,201,489 |
Audit-Related Fees (2) | $ 231,315 | $ 39,690 |
Tax Fees (3) | $ 91,790 | $ 36,931 |
All Other Fees (4) | $ 65,100 | $ 61,950 |






Proposal | Board Recommendation | |
1 | Election of Directors | FOR ALL |
2 | Amend the Company's Amended and Restated Articles of Incorporation | FOR |
3 | Advisory (Non-binding) Vote on Executive Compensation | FOR |
4 | Ratification of Auditor | FOR |


Proposal | Vote Required | Do abstentions and broker non-votes count as votes cast? | Is broker discretionary voting allowed? | |
1 | Election of Directors | Plurality vote (1) | No | No |
2 | Amendment to the Company's Amended and Restated Articles of Incorporation | Affirmative vote of two-thirds (66 2/3) of votes cast | No | No |
4 | Advisory (Non-binding) Vote on Executive Compensation | Affirmative vote of a majority of votes cast | No | No |
6 | Ratification of Auditor | Affirmative vote of a majority of votes cast | No | Yes |

LOCATION OF THE 2026 ANNUAL MEETING OF SHAREHOLDERS |
Our 2026 Annual Meeting will be held at the Hutchinson Shores Resort: 3793 NE Ocean Blvd, Jensen Beach, FL 34957 |


YEAR-ENDED | |||||
(Dollars in thousands, except per share data) | 2025 | 2024 | 2023 | 2022 | 2021 |
Net Income | $144,878 | $120,986 | $104,033 | $106,507 | $124,403 |
Total noninterest income | 99,150 | 83,428 | 79,152 | 66,091 | 70,727 |
Securities losses, net | 522 | 8,016 | 2,893 | 1,096 | 578 |
BOLI benefits on death (included in other income) | — | — | (2,117) | — | — |
Gain on sale of domain name (included in other income) | — | — | — | — | (755) |
Total Adjustments to Noninterest Income | 522 | 8,016 | 776 | 1,096 | (177) |
Total Adjusted Noninterest Income | 99,672 | 91,444 | 79,928 | 67,187 | 70,550 |
Total noninterest expense | 414,860 | 343,301 | 395,622 | 267,934 | 197,435 |
Merger and integration costs | (32,423) | — | (33,180) | (27,925) | (7,853) |
Business continuity expenses | — | (280) | — | — | — |
Branch reductions and other expense initiatives | — | (7,094) | (5,167) | (1,210) | (2,150) |
Total Adjustments to Noninterest Expense | (32,423) | (7,374) | (38,347) | (29,135) | (10,003) |
Total Adjusted Noninterest Expense | 382,437 | 335,927 | 357,275 | 238,799 | 187,432 |
Income Taxes | 41,628 | 34,854 | 30,219 | 31,629 | 34,335 |
Tax effect of adjustments | 8,350 | 3,900 | 9,916 | 7,662 | 2,490 |
Effect of change in corporate tax rate on deferred tax assets | — | — | — | — | 774 |
Total Adjustments to Income Taxes | 8,350 | 3,900 | 9,916 | 7,662 | 3,264 |
Adjusted Income Taxes | 49,978 | 38,754 | 40,135 | 39,291 | 37,599 |
Adjusted Net Income | 169,473 | 132,476 | 133,240 | 129,076 | 130,965 |
Earnings per diluted share, as reported | 1.57 | 1.42 | 1.23 | 1.66 | 2.18 |
Adjusted Earnings per Diluted Share | $1.84 | $1.56 | $1.58 | $2.01 | $2.29 |
Average diluted shares outstanding | 89,106 | 85,040 | 84,329 | 64,264 | 57,088 |
Adjusted Noninterest Expense | $382,437 | $335,927 | $357,275 | $238,799 | $187,432 |
Provision for credit losses on unfunded commitments | (1,262) | (1,001) | (1,239) | (1,157) | (133) |
Other real estate owned expense and net gain (loss) on sale | 126 | (440) | (985) | 1,534 | 264 |
Amortization of intangibles | (26,819) | (23,884) | (28,726) | (9,101) | (5,033) |
Net Adjusted Noninterest Expense | 354,482 | 310,602 | 326,325 | 230,075 | 182,530 |
Revenue | 652,626 | 515,399 | 567,392 | 432,253 | 346,752 |
Total Adjustments to Revenue | 522 | 8,016 | 776 | 1,096 | (177) |
Impact of FTE adjustment | 2,832 | 1,074 | 803 | 498 | 516 |
Adjusted Revenue on a fully taxable equivalent basis | $655,980 | $524,489 | $568,971 | $433,847 | $347,091 |
Adjusted Efficiency Ratio * | 58.13% | 63.77% | 62.40% | 55.13% | 54.04% |

Net interest income | $553,476 | $431,971 | $488,240 | $366,162 | $276,025 |
Impact of FTE adjustment | $2,832 | $1,074 | $803 | $498 | $516 |
Net interest income including FTE adjustment | 556,308 | 433,045 | 489,043 | 366,660 | 276,541 |
Total noninterest income | 99,150 | 83,428 | 79,152 | 66,091 | 70,727 |
Total noninterest expense less provision for credit losses on unfunded commitments | 413,598 | 342,300 | 394,383 | 267,934 | 197,435 |
Pre-tax pre-provision earnings (PPNR) | 241,860 | 174,173 | 173,812 | 164,817 | 149,833 |
Total adjustments to noninterest income | 522 | 8,016 | 776 | 1,096 | (177) |
Total adjustments to noninterest expense including OREO expense and net gain (loss) on sale | 32,297 | 7,814 | 39,332 | 28,758 | 9,872 |
Adjusted pre-tax pre-provision earnings | 274,679 | 190,003 | 213,920 | 194,671 | 159,528 |
Average Assets | 17,235,459 | 14,933,758 | 14,622,774 | 11,051,428 | 9,337,054 |
Less average goodwill and intangible assets | (913,906) | (815,945) | (816,662) | (360,217) | (249,089) |
Average Tangible Assets | $16,321,553 | $14,117,813 | $13,806,112 | $10,691,211 | $9,087,965 |
Return on Average Assets (ROA) | 0.84% | 0.81% | 0.71% | 0.96% | 1.33% |
Impact of removing average intangible assets and related amortization | 0.17 | 0.17 | 0.20 | 0.10 | 0.08 |
Return on Average Tangible Assets (ROTA) | 1.01 | 0.98 | 0.91 | 1.06 | 1.41 |
Impact of other adjustments for Adjusted Net Income | 0.15 | 0.08 | 0.21 | 0.21 | 0.07 |
Adjusted Return on Average Tangible Assets | 1.16% | 1.06% | 1.12% | 1.27% | 1.48% |
Average Shareholders' Equity | $2,385,449 | $2,152,061 | $2,025,382 | $1,418,855 | $1,215,312 |
Average convertible preferred stock | 86,487 | — | — | — | — |
Less average goodwill and intangible assets | (913,906) | (815,945) | (816,662) | (360,217) | (249,089) |
Average Tangible Equity | $1,558,030 | $1,336,116 | $1,208,720 | $1,058,638 | $966,223 |
Return on Average Shareholders' Equity | 5.98% | 5.62% | 5.14% | 7.51% | 10.24% |
Impact of adding convertible preferred stock and removing average intangible assets and related amortization | 4.60 | 4.77 | 5.24 | 3.19 | 3.03 |
Return on Average Tangible Common Equity (ROTCE) | 6.82 | 10.39 | 10.38 | 10.70 | 13.27 |
Impact of other adjustments for Adjusted Net Income | 5.34 | 0.86 | 2.42 | 2.16 | 0.70 |
Adjusted ROATE | 12.16% | 11.25% | 12.80% | 12.86% | 13.97% |










