Bradley J. Toothaker
About Bradley J. Toothaker
Bradley J. Toothaker (age 56) is an independent director of Lakeland Financial Corporation (LKFN) and Lake City Bank, serving on the board since 2011. He is Executive Chairman (and former CEO) of Bradley Company, a large Midwest real estate firm, and a Managing Partner at Great Lakes Capital Development—bringing deep commercial real estate expertise to the board; he currently chairs LKFN’s Audit Committee and serves on the bank’s Corporate Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bradley Company | Executive Chairman; former Chief Executive Officer | Not disclosed | Led a full-service regional real estate firm; provides board with regional real estate and market insights |
| Lakeland Financial (Board) | Director | Since 2011 | Knowledge of Northern Indiana market; audit oversight as Audit Chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Lakes Capital Development | Managing Partner | Not disclosed | Private investment/real estate development; regional market perspective |
| Bradley Company | Executive Chairman | Not disclosed | Continues to lead governance/strategy at a major regional real estate operator |
Board Governance
- Independence: The board determined all directors other than the CEO (Findlay) and President (Pruitt) are independent; nine of eleven directors are independent, which includes Toothaker .
- Committee assignments: Audit Committee Chair; Corporate Risk Committee member (bank board committee). Audit Committee met 4 times in 2024; Corporate Risk Committee met 4 times .
- Attendance: The board met 6 times in 2024 and all incumbent directors attended at least 75% of board and relevant committee meetings .
- Lead Independent Director: Blake W. Augsburger serves as Lead Independent Director; independent directors held two executive sessions in 2024 .
- Board size/terms: 11 nominees for one-year terms; all directors also serve on Lake City Bank’s board .
Fixed Compensation (Director Fees – 2024)
| Component | Amount |
|---|---|
| Annual Director Retainer (standard) | $35,000 |
| Audit Committee Chair Additional Retainer | $15,000 |
| Total Cash Fees Earned by Toothaker (reflects roles) | $50,000 |
Notes:
- No separate compensation for Lake City Bank board service; directors are compensated at LKFN level only .
- No per-meeting fees are disclosed; compensation is via retainers and equity .
Performance Compensation (Equity – 2024)
| Grant | Grant Date | Shares | Grant-Date Share Price | Fair Value |
|---|---|---|---|---|
| Director Stock Grant (1 of 2) | Jan 9, 2024 | 650 | $63.03 | Included in total below |
| Director Stock Grant (2 of 2) | Jul 9, 2024 | 650 | $57.94 | Included in total below |
| Total Annual Equity (fully vested shares) | 2024 | 1,300 | — | $78,631 (Toothaker) |
Notes:
- LKFN states it does not currently grant options; directors’ 2024 equity was granted as fully vested shares; as of Dec 31, 2024, no outstanding stock awards or options for non-employee directors .
- 2025 plan: each non-employee director to receive two awards of 650 shares (total 1,300 shares), subject to shareholder approval of the 2025 Equity Incentive Plan; awards are made under the equity plan framework .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed; the proxy notes no nominee/director served on another public company board in last five years except Mr. Welch . |
| Private/Non-profit boards | Not disclosed for Toothaker in the proxy . |
| Interlocks/conflicts via other boards | None disclosed for Toothaker . |
Expertise & Qualifications
- Audit oversight: Audit Committee Chair; helps oversee accounting, reporting, internal controls, and auditor independence; committee met 4 times in 2024. Audit financial expert designation resides with Brian J. Smith (CPA), not Toothaker .
- Risk oversight: Member of bank’s Corporate Risk Committee, providing input on credit, market, liquidity, and enterprise risk .
- Domain expertise: Extensive regional commercial real estate knowledge and Northern Indiana market familiarity deemed valuable by the board .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 42,152 shares (less than 0.5% of common stock) |
| Shares credited in Directors Fee Deferral Plan | 17,589 shares credited as of Feb 5, 2025 (unsecured obligations; trust-held shares treated as treasury and non-voting) |
| Shares outstanding (reference) | 26,016,340 as of Feb 18, 2025 (record date) |
| Director stock ownership guideline | Minimum 5,000 shares within five years of becoming a director; as of Dec 31, 2024, all non-employee directors met the requirement |
| Hedging/pledging | Hedging prohibited; pledging prohibited without NCGC pre-approval; to the company’s knowledge, no pledging by officers/directors |
Potential Conflicts & Related-Party Exposure
- Director/bank lending: Lake City Bank makes loans to directors/officers and related interests on market terms; such loans did not involve greater credit risk or unfavorable features; approvals adhere to regulatory requirements .
- Related-party transactions: Proxy discloses related-party transactions involving Brian J. Smith (EOZ lease) and Faraz Abbasi (Centerfield fund investments), with independence determinations maintained; no Toothaker-related transactions disclosed .
Independence, Attendance & Engagement
- Independent director; all audit committee members meet enhanced Nasdaq independence standards; Audit Committee consults separately with auditors and internal audit to ensure independence .
- Attendance: At least 75% of board/committee meetings; board held 6 meetings in 2024; Audit 4; Corporate Risk 4; NCGC 2; Compensation 2 .
- Executive sessions: Two independent director executive sessions held in 2024; Lead Independent Director presides (Augsburger) .
Director Compensation Mix (2024 actual)
| Component | Cash vs Equity | Amount |
|---|---|---|
| Cash retainers (board + Audit Chair) | Cash | $50,000 |
| Annual equity grant (fully vested shares) | Equity | $78,631 |
| Total | — | $128,631 |
Governance Assessment
- Strengths
- Independent Audit Chair with strong committee structure; audit/risk oversight processes are formalized via written charters and separate auditor/internal audit sessions .
- Robust governance policies (insider trading windows, hedging/pledging prohibitions, clawback policy aligned with SEC/Nasdaq) support investor alignment .
- Director stock ownership guideline (5,000 shares) and fully vested stock grants create tangible ownership; all non-employee directors in compliance as of 12/31/24 .
- Watch items / potential red flags
- Real estate industry leadership can present perceived conflicts given bank exposure to CRE; however, no Toothaker-related transactions are disclosed and lending to insiders is on market terms with board oversight .
- Audit Committee Financial Expert is designated as Brian J. Smith (CPA), not the chair (Toothaker); this is acceptable under rules but relies on committee composition for technical depth .
- Shareholder sentiment
- Say-on-pay support of ~96% at the 2024 annual meeting indicates positive investor sentiment toward compensation governance (for executives), reinforcing overall governance credibility .
Director-Specific Notes for Analysts
- Committee leadership: As Audit Chair, Toothaker is central to financial reporting integrity and auditor oversight; 4 audit meetings in 2024 set cadence; no independence impairments disclosed .
- Compensation structure: Cash retainers are modest; equity grants are fixed-share, fully vested—no performance conditions for director equity; no options; no deferred stock units beyond elective fee deferrals .
- Ownership alignment: 42,152 shares beneficial ownership (includes 17,589 deferred-plan shares), well above the 5,000-share guideline—supports long-term alignment; no hedging/pledging permitted absent approval .
- Conflicts: No related-party transactions involving Toothaker disclosed; insider lending safeguarded by regulatory process; continue monitoring any future bank real estate transactions intersecting with Bradley Company/Great Lakes Capital .