Brian J. Smith
About Brian J. Smith
Independent director of Lakeland Financial Corporation (Lake City Bank) since 2011; age 60. Smith serves as Vice Chair of the Audit Committee and member of the Corporate Risk Committee, and the Board has designated him an “audit committee financial expert” based on his education, CPA certification, public accounting experience at EY (1986–1990), and financial leadership background as Co-CEO of Heritage Financial Group, Inc. . The Board determined all current directors other than the CEO and President are independent; the Board met six times in 2024 and all incumbent directors attended at least 75% of Board and committee meetings; independent directors held two executive sessions in 2024 under Lead Independent Director Blake Augsburger.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young LLP) | Public accounting; CPA | 1986–1990 | Foundation for “audit committee financial expert” designation; strengthens audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heritage Financial Group, Inc. | Co-Chief Executive Officer | Not disclosed | Real estate investment/management and consumer finance; relevant industry/market expertise for northern Indiana |
Board Governance
- Committee assignments: Audit Committee Vice Chair; Corporate Risk Committee member; Audit Committee Financial Expert designation. Audit (2024 meetings: 4), Corporate Risk (quarterly; 2024 meetings: 4).
- Independence: Board determined Smith is independent under Nasdaq rules; all independent directors meet additional criteria for audit committee independence.
- Attendance: Board held six meetings in 2024; all incumbent directors attended ≥75% of Board and committee meetings.
- Board leadership: CEO is Chairman; Lead Independent Director is Blake W. Augsburger; independent directors held two executive sessions in 2024.
- Risk oversight: Corporate Risk Committee oversees credit, market, liquidity, compliance, reputational and enterprise risks; Audit Committee monitors financial reporting, internal controls, legal/regulatory compliance.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $35,000 | Non-employee directors; Smith’s 2024 “Fees Earned or Paid in Cash”: $35,000 |
| Committee Chair Fees | $10,000–$15,000 | Audit Chair $15k; Comp/Governance/Corporate Risk Chairs $10k; Smith is Audit Vice Chair (no chair fee) |
| Lead Independent Director Retainer | $15,000 | Paid to Lead Independent Director (Augsburger), not Smith |
| Meeting Fees | Not disclosed | No separate meeting fees disclosed for directors |
| Directors Fee Deferral Plan | Available | Non-qualified; return tracks Company stock performance; plan holdings treated as treasury/shares non-voting; no above-market earnings |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Stock Grant | Jan 9, 2024 | 650 | $40,970 (650 × $63.03) | Fully vested |
| Annual Stock Grant | Jul 9, 2024 | 650 | $37,661 (650 × $57.94) | Fully vested |
| Total 2024 Stock Awards | — | 1,300 | $78,631 | Fully vested; no options outstanding as of 12/31/2024 |
| Planned 2025 Director Equity | Jan & Jul 2025 | 650 + 650 | Not disclosed | Board-approved annual 1,300-share grants |
No director performance metrics (e.g., revenue/TSR targets) apply to director equity; grants are fully vested stock awards under the 2017 Equity Incentive Plan (expected to transition to 2025 Equity Incentive Plan if approved).
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Treatment |
|---|---|---|---|
| EOZ Business, LLC | Approx. 12% ownership by Brian Smith | Lake City Bank branch/office lease; 15-year term starting Jan 31, 2022; monthly rent $8,157.46 first year, escalating to $10,210.10 by year 15; CAM charges proportional; negotiated at arm’s length | Board annually reviewed the arrangement; determined it did not impair Smith’s independence |
| Public company boards (last 5 years) | None disclosed for Smith | Proxy states no nominee or director was a director of another public corporation in past five years except M. Scott Welch | No public-company interlocks for Smith |
Expertise & Qualifications
- CPA; public accounting background at EY (1986–1990); designated Audit Committee Financial Expert by the Board.
- Industry/market knowledge: manufactured housing and consumer finance, and deep Elkhart/northern Indiana market understanding via Heritage Financial Group leadership.
- Governance skills: Audit oversight, risk management; service on Lake City Bank Corporate Risk Committee.
Equity Ownership
| Holder | Beneficial Shares | Notes |
|---|---|---|
| Brian J. Smith | 87,109 | Includes 26,668 shares in a trust where Smith is trustee; and 19,656 shares credited to his account under Directors Fee Deferral Plan; “Percent of class” indicated as “*” (<0.5%) |
| Stock Ownership Guideline | 5,000 shares minimum | Directors must hold ≥5,000 shares within five years of becoming a director; as of 12/31/2024 all non-employee directors met the guideline |
| Hedging/Pledging | Prohibited without approval | Insider trading policy prohibits hedging; pledging requires NCGC approval; Company reports no violations by officers/directors |
| Unvested Awards/Options | None outstanding | As of 12/31/2024, no non-employee director held outstanding stock awards or options |
Governance Assessment
- Strengths: Independence affirmed despite related-party lease; robust audit expertise (CPA/EY), Audit Vice Chair role, and formal “audit committee financial expert” designation increase audit quality and investor confidence. Attendance and committee engagement meet policy; independent leadership structure includes Lead Independent Director and executive sessions. Stock ownership guideline compliance supports alignment. Clawback, hedging, and pledging policies reduce misconduct risk.
- Potential red flags: Related-party lease with EOZ Business, LLC where Smith holds ~12% interest—while reviewed and deemed arm’s length, it creates perception risk; continued monitoring and transparent disclosure are appropriate. No Section 16 filing issues reported for Smith in 2024; one delinquency noted for another director (Ross).
- Compensation alignment: Director pay remains modest and equity-based (fully vested stock grants), reinforcing long-term alignment without performance-risk incentives; no option grants outstanding.
Overall, Smith’s financial expertise and consistent board engagement are positives for board effectiveness; the EOZ lease is a manageable conflict with disclosed, arm’s-length terms and independence reaffirmed by the Board.