A. Faraz Abbasi
About A. Faraz Abbasi
A. Faraz Abbasi is an independent director of Lakeland Financial Corporation (LKFN) and Lake City Bank, serving since 2022; age 52. He is Managing Partner at Centerfield Capital, overseeing the partnership, investor relations, and serving on the investment committee; prior roles include sales and operations at Praxair, Inc. and Rodel, Inc. before joining Centerfield in 2001 . The Board has determined he is independent under Nasdaq rules, with independent committee memberships across the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerfield Capital (private equity) | Managing Partner; owner | Since 2001 | Investment Committee member; oversees partnership and investor relations |
| Praxair, Inc. | Sales and operations | Before 2001 | Operational/commercial experience |
| Rodel, Inc. | Sales and operations | Before 2001 | Operational/commercial experience |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Centerfield Capital | Managing Partner; owner | No | Since 2001 | LKFN and Lake City Bank invest in Centerfield-managed funds; Abbasi has economic interest via management fees |
| Other public company boards | — | None | — | The 2024 proxy notes no other “public corporation” directorships for nominees in past five years except Mr. Welch, implying none for Abbasi |
Board Governance
- Committees: Audit Committee member; Compensation Committee member; anticipated to be appointed Compensation Committee Chair following the 2025 annual meeting .
- Committee meeting cadence: Audit Committee met 4 times in 2024; Compensation Committee met 2 times in 2024 .
- Independence and attendance: The Board determined all current directors except the CEO and President are independent; all incumbent directors attended at least 75% of Board and committee meetings in 2024; all directors attended the prior annual meeting .
- Engagement: Abbasi signed the Audit Committee Report recommending inclusion of audited financials in the 2024 10-K; Crowe LLP appointed for FY2025 by Audit Committee . He also signed the Compensation Committee Report recommending inclusion of CD&A in the proxy and 10-K .
- Director election support: At the April 9, 2024 annual meeting, Abbasi received 19,932,569 votes “For”, 158,778 “Withhold”, with 2,888,485 broker non-votes .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | Committee comprised solely of independent directors; oversight of financial reporting, internal controls, auditor selection |
| Compensation Committee | Member; expected Chair post-2025 meeting | 2 | Oversees executive and director compensation; may engage independent advisers |
| 2024 Director Election Result (Apr 9, 2024) | For | Withhold/Abstain | Broker Non-votes |
|---|---|---|---|
| A. Faraz Abbasi | 19,932,569 | 158,778 | 2,888,485 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 35,000 | 79,086 | 114,086 |
| 2024 | 35,000 | 78,631 | 113,631 |
| Director Compensation Components | Amount |
|---|---|
| Annual Director Retainer (cash) | $35,000 |
| Annual Audit Committee Chair Additional Retainer | $15,000 |
| Annual Lead Independent Director Retainer | $15,000 |
| Annual Governance Committee Chair Additional Retainer | $10,000 |
| Annual Compensation Committee Chair Additional Retainer | $10,000 |
| Annual Corporate Risk Committee Chair Additional Retainer | $10,000 |
| Annual Stock Grant (number of shares) | 1,300 (two awards of 650) |
Notes:
- For 2025, each non-employee director will receive two separate awards of 650 shares (total 1,300 shares) upon Board approval in January and July, subject to shareholder approval of the 2025 Equity Incentive Plan .
Performance Compensation
- Directors receive annual stock grants (1,300 shares), not performance-conditioned; no RSUs/PSUs or options disclosed for directors beyond plan authority, and no director-specific performance metrics are used for director equity grants .
- As Compensation Committee member (and anticipated Chair), Abbasi oversees executive incentives: annual bonuses based on both financial and non-financial performance; LTI program uses performance-based restricted stock units with reasonable targets and payout curves designed to avoid excessive risk .
| Executive Incentive Design (Committee Oversight) | Design Feature | Disclosure |
|---|---|---|
| Annual Incentive | Financial and non-financial metrics; challenging but achievable targets; non-exponential payout curves | Disclosed qualitatively |
| Long-Term Incentives | Performance-based RSUs; distinct metrics from annual plan; reasonable target/max payouts; focus on sustainable value | Disclosed qualitatively |
| Risk Controls | Hedging/pledging policy, clawback compliance with SEC/NASDAQ; independent oversight of plan administration | Governance highlights and plan terms |
Other Directorships & Interlocks
| Relationship | Details | Governance Handling |
|---|---|---|
| Centerfield Capital funds | LKFN and Lake City Bank are investors in Centerfield-managed funds; aggregate investment balance ~$2.7 million as of Dec 31, 2024; remaining commitments ~$2.1 million; Abbasi’s estimated interest in fund management fees ~$25,000 annually (2024) | Board annually reviewed and determined this does not impair Abbasi’s independence; Nominating and Corporate Governance Committee pre-approves material related-party transactions; Abbasi recused where related |
Expertise & Qualifications
- Private equity leadership: Managing Partner with cross-sector investor and company experience; investment committee member .
- Operational grounding: Sales and operations experience at Praxair and Rodel prior to 2001 .
- Board fit: Considered qualified for Board, Audit, and Compensation Committees due to leadership and investor-company engagement breadth .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 6,303 |
| Percent of class | ~0.024% (6,303 / 26,016,340) |
| Shares credited under Directors Fee Deferral Plan | 1,753 (as of Feb 5, 2025) |
| Director stock ownership guideline | 5,000 shares within five years of becoming a director; all non-employee directors met requirement as of Dec 31, 2024 |
| Compliance status | Abbasi exceeds 5,000-share guideline with 6,303 shares |
Governance Assessment
-
Strengths:
- Independent director with active roles on Audit and Compensation Committees; signed both Audit and Compensation Committee reports, reflecting engagement in oversight .
- Strong shareholder support for re-election in 2024 (19.93M For; minimal Withhold) and robust say-on-pay approval (~96% in 2024), supporting investor confidence in compensation oversight .
- Director ownership policy compliance and equity alignment via annual stock grants; exceeds 5,000-share guideline .
-
Potential conflicts and monitoring:
- RED FLAG (monitoring): LKFN’s investments in funds managed by Centerfield Capital where Abbasi is Managing Partner; while the Board determined independence remains intact, Abbasi’s estimated share of management fees (~$25,000 annually) warrants continued oversight and pre-approval to mitigate perceived conflicts .
- Governance controls mitigate risks: related-party transactions reviewed by Nominating and Corporate Governance Committee with recusal requirements; robust hedging/pledging and clawback policies; independent plan administration and prohibition on option repricing in the 2025 Equity Incentive Plan .
-
Attendance and independence:
- Board-wide statement that all incumbent directors met at least 75% attendance; Abbasi is classified as independent under Nasdaq rules .
- No Section 16(a) delinquency noted for Abbasi; only one late Form 4 for another director in 2024 .
-
Compensation outlook:
- Anticipated appointment as Compensation Committee Chair post-2025 annual meeting increases Abbasi’s influence over pay policies; independence criteria for compensation committees affirmed; ability to engage independent advisers after evaluating their independence .