SEACOAST BANKING CORP OF FLORIDA
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
General
Our directors are appointed to act on behalf of our shareholders by overseeing critical aspects of our business strategy, operations,
risk management and governance efforts. Our belief is that talent in the boardroom should generate exceptional levels of customer
service, financial performance and, ultimately, long-term shareholder returns compared to alternative investments. To this end, the
Board is committed to identifying directors to make meaningful contributions to our business and fully execute their duties and
responsibilities on behalf of our shareholders. The profile of our Board continues to evolve in response to the needs of our dynamic
and growing organization. Our Board of Directors plays a meaningful role in helping Seacoast develop, test and implement our
business, risk management, talent and reward strategies. The Board’s activities are focused on representing our shareholders in
ways that position Seacoast to create significant value for customers, employees and our shareholders within a risk appropriate
framework. For additional detail regarding the skills and qualifications of our directors, see “Skills and Qualification Mix.”
In accordance with our bylaws and as set forth in our Amended and Restated Articles of Incorporation ("Articles of Incorporation"),
in no event will the Board have fewer than three directors or more than 14 directors. As of the date of this proxy statement,
Seacoast’s Board of Directors consists of 14 members divided into three classes, serving staggered three-year terms, as provided in
our Articles of Incorporation. If the Amendment to the Articles of Incorporation, as described in Proposal 2, is approved by our
shareholders at the annual meeting, the three classes will phase out and all directors will stand for annual election by shareholders
by the 2028 annual meeting.
On March 26, 2026, Michael E. Griffin, Kathy Kay and Randolph A. Moore, III were appointed to the Board of Directors. At this time,
Seacoast’s Compensation and Governance Committee (“CGC”) and Board of Directors believe that 14 directors provide the
necessary diversity of background, experience and expertise and requisite independent oversight.
The Annual Meeting is being held to, among other things, re-elect Class III directors Dennis S. Hudson, III and Alvaro J. Monserrat
and the additional Class III directors Michael E. Griffin, Kathleen B. Kay and Randolph A. Moore, each of whom has been nominated
by the CGC of the Board of Directors. Each of the nominees is currently a director of Seacoast and each has been nominated by the
CGC. All of the nominees will also serve as members of the Board of Directors of Seacoast National Bank (the “Bank”). The
members of the Boards of Directors of the Bank and the Company are the same except for Dale M. Hudson and Thomas E. Rossin,
who are currently directors of the Bank only. If the Amendment to the Articles of Incorporation is approved by shareholders at the
Annual Meeting, each Class III director nominee will serve a one year term expiring in 2027. If the Amendment to the Articles of
Incorporation is not approved at the Annual Meeting, each Class III director nominee will serve a three year term expiring at the
2029 Annual Meeting and until their successors have been elected and qualified. Currently, the Board of Directors is classified as
follows:
| Class | Term | Name of Directors |
|---|---|---|
| Class I | Term Expires at the 2027 Annual Meeting | Jacqueline L. Bradley H. Gilbert Culbreth, Jr.Christopher E. FogalCharles M. ShafferJoseph B. Shearouse, III |
| Class II | Term Expires at the 2028 Annual Meeting | Dennis J. ArczynskiEduardo J. ArriolaMaryann GoebelRobert J. Lipstein |
| Class III | Term Expires at the 2026 Annual Meeting | Michael E. GriffinDennis S. Hudson, IIIKathleen B. KayAlvaro J. MonserratRandolph A. Moore, III |
SEACOAST BANKING CORPORATION OF FLORIDA 51 PROXY STATEMENT 2026
Manner for Voting Proxies
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.