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
Contents
2025 PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information
about the relationship between executive compensation actually paid and certain company financial performance metrics. For
further information concerning our pay-for-performance philosophy and how we align executive compensation with company
financial performance, refer to the “Compensation Discussion and Analysis” Section.
The following table provides information showing the relationship during the past five fiscal years between (1) executive
“compensation actually paid” or CAP (as defined by SEC rule and further described below) to (a) each person serving as our principal
executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as other
NEOs), on an average basis, and (2) the company’s financial performance. The company’s selected performance measures included
in the chart below are adjusted EPS Growth and adjusted ROATE. Information presented in this section will not be deemed to be
incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we
may specifically do so by reference to this section.
The following table quantifies, for each of the named executive officers, pay versus performance:
| 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 EPSGrowth (7)(%) · Adjusted ROATE (7)(%) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return($) · Peer Group Total Shareholder Return (4)($) · Peer Group Total Shareholder Return (5)($) | ||||||||||
| 2025 | 4,481,361 | 5,197,975 | 1,544,593 | 1,826,584 | 119.79 | 187.40 | 152.71 | 144.88 | 16.50 | 12.16 |
| 2024 | 3,860,417 | 4,700,153 | 1,433,055 | 1,785,218 | 102.29 | 155.47 | 143.39 | 120.99 | (15.07) | 11.25 |
| 2023 | 3,091,772 | 2,962,591 | 1,236,782 | 1,243,247 | 102.78 | 119.85 | 126.67 | 104.03 | (13.42) | 12.80 |
| 2022 | 2,824,576 | 2,295,871 | 1,200,853 | 1,090,130 | 109.31 | 116.18 | 127.12 | 106.51 | (10.17) | 12.86 |
| 2021 | 2,771,441 | 2,934,032 | 1,089,511 | 1,305,908 | 121.59 | 142.83 | 136.64 | 124.40 | 43.04 | 13.97 |
(1) Charles M. Shaffer served as our CEO from 2021-2025. The other NEOs for each year reported are Tracey L. Dexter, Joseph M. Forlenza, Juliette P. Kleffel and Austen
D. Carroll.
(2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay versus
Performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes
of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable
adjustments that were made to determine “compensation actually paid” (all amounts shown for Non-PEO NEOs are averages for the named executive officers other
than the CEO):
| 2025 | Summary Compensation Table Total Compensation($) | 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 |
(3) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for stock options, the
fair value calculated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used
to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and the volatility, dividend rates and
risk free interest rates determined as of the revaluation date, (2) for RSA awards, the closing price on applicable year-end dates or, in the case of vesting dates, the
actual vesting price, and (3) for PSU awards, the same valuation methodology as RSA awards above except year-end and vesting date values are multiplied by the
probability of target achievement as of each such date. The estimated probability of achievement of the 2020 PSUs was 100% at FYE 2020, FYE 2021, FYE 2022 and
96% at vesting in 2023. The estimated probability of achievement of the 2021 PSUs was 100% at FYE 2021 and FYE 2022, 125% at FYE 2023 and 102% at vesting in
- The estimated probability of achievement of the 2022 PSUs was 100% at FYE 2022, FYE 2023 and FYE 2024 and 78% at vesting in 2025. The estimated
probability of achievement of the 2023 PSUs was 100% at FYE 2023, 75% at FYE 2024 and FYE 2025.
(4)The peer group TSR is based on the S&P U.S. BMI Banks Southeast Region Index.
(5)The peer group TSR is based on the KBW NASDAQ Regional Banking Index. For 2025, the Company has chosen to replace the S&P U.S. BMI Banks - Southeast Region
Index with the KBW NASDAQ Regional Banking Index, as the Company believes this index, which is comprised of U.S. regional banks and thrifts, is more indicative of
the peers against which investors evaluate our performance. The table includes information for both indexes as required when changing the index.
(6) As reported in the Company’s consolidated financial statements in our 2025 Annual Report on Form 10-K.
(7) Non-GAAP measure, for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.
SEACOAST BANKING CORPORATION OF FLORIDA 48 PROXY STATEMENT 2026
2025 Performance Measures
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.