SEACOAST BANKING CORP OF FLORIDA
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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Dec 31, 2025 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant. ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box :
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to Section §240.14a-12
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)
Payment of Filing Fee (Check the appropriate box):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11
PROXY
STATEMENT
815 Colorado Avenue | Stuart, Florida 34994
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 20, 2026
10:00 a.m. Eastern Time
Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) intends to hold its
2026 Annual Meeting of Shareholders (the “Annual Meeting”) at the Hutchinson Shores Resort,
3793 NE Ocean Blvd, Jensen Beach, FL 34957, on Wednesday, May 20, 2026 at 10:00 a.m.
Eastern Time.
ITEMS OF BUSINESS
The purpose of the Annual Meeting is to vote on the following proposals:
Election of Directors. To elect five Class III directors (“Proposal 1”);
Amend the Company's Amended and Restated Articles of Incorporation to Declassify the
Company's Board of Directors. To approve the proposed amendment to the Company's
Amended and Restated Articles of Incorporation to declassify the Company's Board of
Directors ("Proposal 2");
- Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers. To hold
an advisory vote to approve the compensation of the Company’s named executive officers
as disclosed in this proxy statement (“Proposal 3”);
- Ratification of Appointment of Independent Auditor. To ratify the appointment of Crowe LLP
as independent auditors for Seacoast for the fiscal year ending December 31, 2026
(“Proposal 4”); and
- Other Business. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
RECORD DATE
You are eligible to vote if you were a shareholder of record on the close of business on March 25,
2026, which is the record date for the Annual Meeting. This Notice of the 2026 Annual Meeting
of Shareholders and the accompanying proxy statement are sent by order of the Company’s
Board of Directors.
YOUR VOTE IS IMPORTANT
Please review the voting instructions described in this proxy statement, as well as in the notice
you received in the mail or by e-mail. By voting prior to the Annual Meeting, you will help ensure
that we have a quorum and that your preferences will be expressed on the proposals that are
being considered.
A NOTE FROM OUR CHAIRMAN AND CEO
TO OUR FELLOW SHAREHOLDERS,
CUSTOMERS, PARTNERS AND FRIENDS:
2025 was a transformative year for Seacoast—one that expanded our franchise, deployed excess
capital to enhance our earnings power, and positioned the Company to deliver stronger and more
durable shareholder returns. We advanced our strategy on multiple fronts, including completing two
strategically important acquisitions, building strong organic momentum, investing in technology
and automation, and maintaining disciplined balance sheet stewardship. Most importantly, we
executed these initiatives while remaining true to the values that have defined Seacoast for nearly
a century: relationship-based community banking, prudent risk management, and a culture
grounded in service and accountability.
We delivered strong financial performance in 2025. Highlights included above-peer organic loan
growth of 9%, driven by continued investment in our commercial banking franchise and the
continued maturation of our teams. Disciplined deposit cost management resulted in a below-peer
cost of deposits and drove a 10% expansion in net interest margin compared to the prior year. We
also improved operating leverage, with our adjusted efficiency ratio improving by more than five
points to 58%. In total, our adjusted pre-tax, pre-provision earnings increased 45% from the prior
year.
These results were achieved while maintaining industry-leading capital and liquidity, including a
Tier 1 capital ratio of 14.5% and a loan-to-deposit ratio of 78% at year-end. Our strategic focus on
relationship-based banking continues to produce a strong, low-cost core funding franchise,
supporting consistent credit discipline. We exercised that discipline during a volatile operating
environment in 2023, allowing capital to build and position Seacoast to pursue future strategic
opportunities. In 2025, we deployed our excess capital to expand our franchise in Florida. We
continue to have meaningful capital flexibility and strategic optionality—supporting organic growth,
continued investment in talent and technology, and opportunistic capital actions that can enhance
long-term shareholder value.
Building a Stronger, More Valuable Franchise
A defining feature of 2025 was the completion of two exceptional acquisitions that materially
strengthened our competitive position and expanded our long-term growth runway.
First, we completed the acquisition of Villages Bancorporation, Inc., which added a leading market
position and a high-quality, low-cost deposit franchise in one of the fastest-growing MSAs in the
country. Our partnership with The Villages® community is truly unique. Its distinctive service
model aligns closely with Seacoast’s customer-centric culture while adding meaningful scale to our
community banking and mortgage businesses. Importantly, this partnership creates a decade-plus
deposit growth opportunity that provides stable funding to profitably grow our commercial bank
over time. We believe the combination of Seacoast’s relationship-based approach, product breadth,
and strong commercial banking team with this exceptional deposit franchise creates a compelling
platform for sustained, durable earnings performance.
Second, we completed the acquisition and conversion of Heartland Bancshares, Inc., expanding our
presence in Central Florida. Heartland brought deep community roots and trusted relationships—
qualities that align closely with Seacoast’s operating philosophy. By combining Heartland’s local
strengths with Seacoast’s broader capabilities and scale, we believe we are better positioned to
serve customers, deepen relationships, and accelerate profitable growth in this market.
These transactions were executed with a disciplined approach to diligence, integration, and cultural
alignment, supported by experience gained across 16 prior acquisitions. Integration is where value
is created, and we entered each transaction with a clear plan, strong governance, and a focus on
bringing teams together around a shared mission and a consistent customer experience. We believe
we are building an organization with greater scale, stronger market positions, and improved
investment capacity—while preserving the local decision-making and relationship focus that
distinguish Seacoast.
Discipline That Supports Improved Shareholder Returns
Our strategy is designed to produce a consistent outcome: stronger profitability and improved
shareholder returns across economic cycles. In 2025, we continued to manage the balance sheet
with discipline—protecting capital, bolstering liquidity, and maintaining underwriting standards that
SHAREHOLDER
LETTER
prioritize long-term asset quality over short-term volume. In an environment where prudent risk
management remains a competitive advantage, our commitment to consistent credit discipline and
balance sheet strength is unchanged.
We also remain focused on efficiency and operating leverage. As we scale the franchise—organically
and through acquisitions—we expect to benefit from operating leverage from fixed-cost
investments as we grow further as a mid-sized bank. These benefits can support greater
investment capacity for growth, automation, and innovation.
A Culture That Sustains Performance
Our performance in 2025 was made possible by the commitment of our associates and the
strength of Seacoast’s culture. Recognition during the year—including being named among
American Banker’s “Best Banks to Work For” for the sixth consecutive year, earning Great Place To
Work® Certification for the third year in a row, and being recognized on Fortune’s Best Workplaces
for Women™ 2025 list for the third consecutive year—reflects the values, teamwork, and
accountability our teams bring to serving clients and communities every day. We value these
honors because they affirm a culture that enables us to attract, develop, and retain exceptional
talent. As a result, Seacoast has built an industry-leading commercial banking and wealth
management team that shares a disciplined, relationship-based philosophy and deep local market
expertise. Their impact is evident in our results, driving industry-leading growth in loan
outstandings and assets under management while maintaining a steadfast focus on prudent risk
management and long-term value creation. We believe our culture is a true competitive advantage
and a critical enabler of sustainable long-term growth.
Scalable Technology and Preparing an AI-Ready Infrastructure to
Drive Operating Leverage
A critical enabler of Seacoast’s long-term growth strategy is our continued investment in scalable,
enterprise-grade technology that strengthens back-office efficiency, enhances risk management,
and prepares the franchise for an increasingly AI-driven financial services landscape. Over the past
several years, we have modernized our core systems, data architecture, and operating platforms to
ensure they scale efficiently as the franchise grows. These investments are designed to drive
sustainable operating leverage by automating routine processes, improving data quality and
decision support, and enabling more consistent execution across the organization. Just as
importantly, they position Seacoast to responsibly adopt emerging AI-enabled tools over time,
enhancing productivity, insight, and customer experience while maintaining strong governance and
controls. We view technology not as a standalone initiative, but as a foundational capability that
supports scale benefits, ongoing operating leverage, and ultimately durable shareholder returns.
Entering Our 100 th Year with Strength and Momentum
As we approach Seacoast’s 100 th anniversary in 2026, we do so from a position of strength. We
have built a stronger franchise with expanded market presence, improved funding advantages, and
meaningful capital flexibility. We have demonstrated the ability to execute complex integrations
while maintaining operating discipline and customer focus. And we remain committed to growing
relationships, investing in talent and capabilities, and delivering improved returns for shareholders.
Our optimism about the future is grounded in fundamentals: a relationship-based model that has
proven resilient; a balance sheet managed with discipline; a culture that attracts and develops
exceptional teams; and a strategy that is clear and consistent. We do not measure success by a
single quarter or a single year. We measure it by building a franchise that compounds value over
time—delivering strong performance in favorable environments and remaining resilient when
conditions are less favorable.
On behalf of our Board of Directors and all of our associates, thank you for your continued
confidence in Seacoast. We are proud of what we accomplished in 2025, and we are energized by
the opportunity ahead as we enter our 100 th year of serving our customers, communities, and
shareholders.
SHAREHOLDER
LETTER
| VOTING INFORMATION | 1 |
|---|---|
| How to Cast Your Vote | 1 |
| How to View Proxy Materials Online | 1 |
| PROXY SUMMARY | 2 |
| About Seacoast | 2 |
| Compensation Philosophy | 3 |
| Pay for Performance Alignment | 3 |
| Shareholder Engagement and Board Responsiveness | 3 |
| Communications with the Board | 3 |
| Series A Non-Voting Preferred Stock | 3 |
| Summary of Proposals and Board Recommendations | 4 |
| Our Director Nominees | 4 |
| Director Nomination Process | 5 |
| Board and Governance Highlights | 6 |
| Board Composition | 6 |
| Board Skills and Characteristics | 7 |
| OUR CORPORATE GOVERNANCE FRAMEWORK | 8 |
| CORPORATE GOVERNANCE AT SEACOAST | 9 |
| The Board’s Role in Strategy and Risk Oversight | 9 |
| Governance Policies | 10 |
| Data Privacy and Information Security | 10 |
| Cybersecurity Risk Management and Governance | 10 |
| CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES | 11 |
| Board Independence | 11 |
| Board Evaluation Process | 11 |
| Board Leadership Structure | 11 |
| Lead Independent Director | 11 |
| Non-Management Executive Sessions | 11 |
| Committee Structure | 12 |
| Management Succession Planning and Development | 12 |
| BOARD MEETINGS AND COMMITTEES | 13 |
| Board Meeting Attendance | 13 |
| Annual Meeting Attendance | 13 |
| Board Committees | 13 |
| Board Committee Membership and 2025 Committee Meetings | 13 |
| Key Committee Responsibilities | 14 |
| AUDIT COMMITTEE REPORT | 15 |
| OWNERSHIP OF COMMON STOCK | 16 |
| Director, Executive Officers and Certain Beneficial Stock Ownership | 16 |
| Delinquent Section 16(a) Reports | 17 |
| A LETTER FROM OUR COMPENSATION AND GOVERNANCE COMMITTEE CHAIR | 18 |
| COMPENSATION AND GOVERNANCE COMMITTEE REPORT | 19 |
| COMPENSATION DISCUSSION AND ANALYSIS | 20 |
| Say on Pay Results | 20 |
| Shareholder Outreach Summary | 20 |
| Named Executive Officers | 22 |
| Company Performance and Key Accomplishments in 2025 | 23 |
| 2025 Executive Compensation Actions | 24 |
| Compensation and Governance Best Practices - What We Do and What We Don't Do | 24 |
| Compensation Program and Philosophy | 25 |
| Elements of Compensation | 25 |
| 2025 NEO Mix of Target Total Direct Compensation | 26 |
|---|---|
| 2025 Pay Outcomes | 26 |
| ELEMENTS OF COMPENSATION DECISION MAKING | 27 |
| Role of CGC | 27 |
| Role of Chairman and CEO | 27 |
| Role and Independence of the Compensation Consultant | 27 |
| Compensation Peer Group and Market Data | 28 |
| 2025 ELEMENTS OF COMPENSATION AND PAY DECISIONS | 29 |
| Base Salaries | 29 |
| Annual Short-Term Incentive | 29 |
| Target Short-Term Incentive Opportunity | 29 |
| Short-Term Incentive Performance Metrics | 30 |
| Calculation of 2025 Short-Term Incentive Payout | 30 |
| Quantitative Performance Measures | 30 |
| Qualitative Performance Scorecard | 31 |
| Individual Performance | 32 |
| Long-Term Incentives | 33 |
| Performance Stock Unit ("PSU") Awards | 34 |
| PSU Awards Granted in 2025 for the Performance Period 2025-2027 | 35 |
| PSU Awards Granted in 2024 for the Performance Period 2024-2026 | 35 |
| PSU Awards Granted in 2023 for the Performance Period 2023-2025 | 35 |
| Time-Based Restricted Stock Awards (“RSA”) | 35 |
| Risk Management | 36 |
| OTHER ELEMENTS OF THE 2025 COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS | 36 |
| Change in Control Severance Benefits | 36 |
| Retirement and Employee Welfare Benefits | 36 |
| Supplemental Executive Retirement Plan Agreement | 37 |
| Executive Perquisites | 37 |
| Clawback Policy | 37 |
| Hedging and Pledging Policy | 37 |
| Stock Ownership Guidelines | 37 |
| EXECUTIVE COMPENSATION TABLES | 38 |
| 2025 SUMMARY COMPENSATION TABLE | 38 |
| 2025 COMPONENTS OF ALL OTHER COMPENSATION | 39 |
| 2025 GRANTS OF PLAN-BASED AWARDS | 39 |
| Outstanding Equity Awards at Fiscal Year End 2025 | 40 |
| 2025 Option Exercises and Stock Vested | 41 |
| Supplemental Executive Retirement Plan (“SERP”) | 41 |
| 2025 Pension Benefits | 41 |
| Executive Deferred Compensation Plan | 42 |
| 2025 Nonqualified Deferred Compensation | 42 |
| EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS | 43 |
| Employment Agreement with CEO Shaffer | 43 |
| Employment Agreement with Chief Operating Officer Kleffel | 43 |
| Employment Agreement with Chief Lending Officer Carroll | 44 |
| Change in Control Agreements with Other Named Executive Officers | 44 |
| 2025 OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS | 45 |
| CEO Pay Ratio | 46 |
| Equity Compensation Plan Information | 46 |
| 2025 PAY VERSUS PERFORMANCE | 47 |
| 2025 Performance Measures | 48 |
| Visual Representation of the Information Provided in the Pay Versus Performance Table | 48 |
|---|---|
| PROPOSAL 1ELECTION OF DIRECTORS | 50 |
| General | 50 |
| Manner for Voting Proxies | 51 |
| Nominees for Election at the Annual Meeting | 51 |
| Director Terms Extended Beyond the Annual Meeting | 54 |
| Director Compensation | 59 |
| Non-Employee Director Compensation Structure | 59 |
| Lead Independent Director Compensation | 59 |
| Director Stock Ownership Policy | 60 |
| 2025 Director Compensation Table | 60 |
| Stock Awards and Options Granted to Directors in 2025 | 61 |
| Directors’ Deferred Compensation Plan | 61 |
| PROPOSAL 2 APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA TO DECLASSIFY THE BOARD | 62 |
| PROPOSAL 3ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS | 63 |
| PROPOSAL 4RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | 64 |
| Relationship with Independent Registered Public Accounting Firm | 64 |
| Independent Registered Public Accounting Firm’s Fees | 64 |
| Pre-Approval Policy | 64 |
| OTHER INFORMATION | 65 |
| Certain Transactions and Business Relationships | 65 |
| Related Party Transactions | 65 |
| OTHER MATTERS | 67 |
| Principal Offices | 67 |
| Solicitation of Proxies; Expenses | 67 |
| Notice of Business to Come Before the Meeting | 67 |
| SHAREHOLDER PROPOSALS FOR 2027 | 67 |
| Shareholder Proposals for Inclusion in 2027 Proxy Statement | 67 |
| Shareholder Proposals for Presentation at 2027 Annual Meeting | 67 |
| ADDITIONAL VOTING INFORMATION | 68 |
| Voting at Annual Meeting | 68 |
| Record Date | 68 |
| Forms of Ownership of Shares | 68 |
| Street Name Holders | 69 |
| Revocation of Proxies | 69 |
| Quorum and Required Vote | 69 |
| Multiple Shareholders Sharing the Same Address | 70 |
| APPENDIX AINFORMATION REGARDING NON-GAAP FINANCIAL MEASUREMENTS | 71 |
| APPENDIX BARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SEACOAST BANKING CORPORATION OF FLORIDA | 73 |
TABLE OF
CONTENTS
SEACOAST BANKING CORPORATION OF FLORIDA 1 PROXY STATEMENT 2026
Voting Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.