Dennis S. Hudson, III
CHESAPEAKE UTILITIESAbout Dennis S. Hudson, III
Independent director since 2009 (Age 69). Former Executive Chairman, Chairman and long‑time CEO of Seacoast Banking Corporation of Florida; deep public company leadership and banking experience, with in‑depth knowledge of Florida markets and audit/finance expertise. Currently serves as Corporate Governance Committee Chair and Audit Committee member (designated “financial expert”). Independence affirmed by the Board on February 26, 2025; all incumbent directors attended at least 75% of Board/committee meetings in 2024 (Board held five meetings).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seacoast Banking Corporation of Florida / Seacoast National Bank | Executive Chairman (2021–Feb 2022); Chairman (2005–2020); CEO (Bank 1992–2020; Holding Co. 1998–2020); President/COO prior | 1992–2022 (various roles) | Long‑tenured leadership across strategy, risk, finance and operations in a regulated financial institution; currently continues as director (see External Roles). |
| Florida Public Utilities Company | Director; Audit Committee member (pre‑acquisition by CPK) | Prior to acquisition | Utility governance and audit oversight exposure before integration into CPK. |
| Penn Capital Funds | Independent Trustee; Audit Committee member; Nominating Committee Chair | Prior | Investment oversight; committee leadership. |
| Various civic/health organizations (Martin Health System; Helping People Succeed; United Way of Martin County; Economic Council of Martin County; Federal Reserve Bank of Atlanta Miami Board) | Board member/Chair/Board member | Prior | Regional economic and community stewardship roles. |
External Roles
| Organization | Role | Since | Committees/Responsibilities |
|---|---|---|---|
| Seacoast Banking Corporation of Florida (public) | Director | 1984–present | Compensation Committee member (since 2025); Chair, Directors’ Credit Risk Committee; member, Corporate Development Committee. |
| Visiting Nurses Association of Florida | Director | Current | Board service. |
| Community Foundation of Palm Beach and Martin Counties | Director; Treasurer | Current | Treasurer responsibilities. |
| Sherwood Partners, Ltd. | General Partner | Current | Family partnership (personal investment capacity). |
Board Governance
- Committee assignments: Corporate Governance Committee Chair; Audit Committee member and “audit committee financial expert.”
- Independence: Board determined eight of nine directors were independent as of Feb 26, 2025 (Mr. Hudson included). Directors may serve on no more than two other public company boards; all committees (other than the CEO’s presence on Investment) comprise only independent directors.
- Attendance/engagement: Board held five meetings in 2024; each incumbent director participated in 75%+ of Board and applicable committee meetings (Audit Committee held five meetings; Corporate Governance Committee held five meetings).
- Governance leadership: As Corporate Governance Committee Chair, helped recommend the Board declassification proposal (annual elections beginning 2028 if approved), evidencing responsiveness to shareholder accountability norms.
- Executive sessions: Non‑management directors meet in executive session; if Chair is not independent, Lead Independent Director presides, otherwise Corporate Governance Chair presides.
Fixed Compensation (Director)
| Component | Amount/Detail | Source/Notes |
|---|---|---|
| Annual Board cash retainer (non‑employee) | $80,000 (2024–2025 cycle) | Board retainers schedule. |
| Committee membership retainer (per committee) | $7,500 (2024–2025 cycle) | Increased from $6,000 prior year. |
| Committee Chair retainers | Audit Chair $20,000; Compensation Chair $17,500; Corporate Governance Chair $17,500 | Increased vs. prior year; Mr. Hudson is Corporate Governance Chair. |
| Meeting fees | None (no per‑meeting fees) | Board/committee retainers only. |
| Mr. Hudson – 2024 cash fees actually paid | $112,523 | Includes Board/committee retainers and cash in lieu of fractional shares. |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 annual stock award (Director) | May 8, 2024 | 995 | $109,977 | Fully vested (not subject to forfeiture) | Price per share $110.53 (closing price on grant date). |
- Director equity is a time‑based annual grant (fully vested at grant) and is not contingent on performance metrics; no stock options or performance share units are used for directors.
- Deferred compensation option is available under the NQDC Plan; in 2024, only one director (Bisaccia) elected to defer both cash and stock retainer (Hudson not identified as deferring).
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock Risk Considerations |
|---|---|---|
| Seacoast Banking Corporation of Florida | Public company board | Financial services; no related‑party transactions with CPK disclosed for 1/1/2024–3/10/2025. |
| Visiting Nurses Association of Florida | Non‑profit | Community health; no related‑party transactions disclosed. |
| Community Foundation of Palm Beach and Martin Counties | Non‑profit | Community foundation; Hudson serves as Treasurer; no related‑party transactions disclosed. |
Expertise & Qualifications
- Extensive public company leadership and banking experience; financial and audit committee expertise; deep knowledge of Florida markets. Designated “audit committee financial expert.”
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Pledging/Hedging Status | Ownership Guidelines |
|---|---|---|---|---|
| Dennis S. Hudson, III | 17,580 | <1% | Company prohibits hedging/pledging; no shares pledged by directors/NEOs. | Directors must hold ≥5× annual cash retainer (guidelines); all non‑employee directors exceed or are within the compliance window. |
Insider Trading & Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filing compliance (2024) | On‑time for directors/NEOs, except one Form 4 for another director (Forsythe) filed to report tax‑withholding sale; no Hudson exception noted | Company believes all required reports for 2024 were timely filed as noted; the exception pertains to Mr. Forsythe. |
| Hedging/Pledging policy | Prohibited for directors/execs/employees and related persons | Reinforces alignment and risk control. |
Governance Assessment
- Strengths for investor confidence: Independent status; Audit Committee “financial expert”; Chair of Corporate Governance Committee leading declassification initiative; strong attendance; anti‑hedging and anti‑pledging policies; no related‑party transactions reported in the period reviewed; director equity is granted annually (fully vested) and ownership guidelines apply.
- Compensation alignment: 2024 total director compensation for Hudson ($222,500) was balanced between cash ($112,523) and equity ($109,977), consistent with market‑standard structures and increased equity retainer year‑over‑year to $110,000, signaling equity alignment. No options or performance shares reduce risk of repricing/complex pay outcomes.
- Potential watch‑items: Concurrent public company directorship (Seacoast) should remain within Board policy limits (≤2 other public boards) and monitored for any future related‑party interactions; none disclosed for 1/1/2024–3/10/2025.