David M. Findlay

About David M. Findlay

David M. Findlay, age 63, is Chairman of the Board and Chief Executive Officer of Lakeland Financial Corporation (LKFN) and Lake City Bank; he has served as a director since 2010 and assumed the Chairman & CEO dual role after serving as President & CEO from 2014–2023 and earlier as President & CFO (2010–2014) and CFO (2000–2010) . In 2024, LKFN reported net income of $93,478,188, three-year diluted EPS growth of -0.99%, and cumulative TSR value of $160.24 for a $100 investment (vs. $132.60 for the KBW Nasdaq Bank Index peer group), underscoring solid shareholder returns despite recent EPS compression . The 2022–2024 LTI performance cycle paid at 62.5% of target, with 3-year revenue CAGR at 4.40% (below 7.00% target), EPS growth at 0.00% payout, and average return on beginning equity above target at 15.20% (40% weight), highlighting a balanced but disciplined pay-for-performance construct .

Past Roles

External Roles

Fixed Compensation

• 2025 base salary for Findlay is $741,750 (up 3.8% from 2024), reflecting market/practice alignment and performance assessment .
• Per the Summary Compensation Table, Findlay’s total compensation remains balanced with meaningful equity and at-risk incentives .

Perquisites (2024): $20,700 401(k) match; $1,809 cell stipend; $11,402 country club; total $33,911 .

Performance Compensation

• Annual Bonus (EIB): Target bonus 50% of eligible salary; 2024 individual goals achieved at 100% (and company net income achieved target), yielding $357,250 payout (up 31.6% vs prior year’s $271,365) .

• LTI Structure: 75% performance-based RSUs / 25% time-based RSUs for 2022–2024 awards; shifting to 60% performance / 40% time-based beginning with 2025 awards to strengthen retention floor (lower upside) .

• Performance Metrics & Weighting: LTI uses 3-year revenue CAGR, 3-year diluted EPS CAGR, and 3-year average return on beginning equity, equally weighted (33.33% each) .

• Most recent closed cycle (2022–2024): Paid 62.5% of target; Rev CAGR 4.40% (22.5% weighted payout), EPS growth -0.99% (0%), Avg ROE 15.20% (40%); Findlay vested 11,560 shares for 2022–2024 vs 18,880 shares for 2021–2023 .

2024 Stock Awards Vested: 18,880 shares; value realized $1,226,634 (illustrates realized equity and potential post-vest supply) .

Equity Ownership & Alignment

• Beneficial ownership: Findlay beneficially owns 103,728 LKFN shares as of Feb 18, 2025 (including 781 IRA shares), demonstrating meaningful skin-in-the-game . Total shares outstanding were 26,016,340; Findlay’s stake is approximately 0.4% of shares outstanding (103,728/26,016,340) .
• Ownership guidelines: CEO must hold ≥3× base salary in stock; all NEOs were in compliance as of Feb 18, 2025 .
• Hedging/pledging: Hedging prohibited; pledging prohibited without Nominating & Corporate Governance Committee approval; no known violations .

Note: Fiscal year-end valuation uses $68.76 per share as of Dec 31, 2024 .

Employment Terms

• Change-in-control agreement (double trigger): If terminated without cause or resigns for good reason within 6 months prior to or 24 months post-CIC, cash severance equals 2× (greater of current or CIC-date base salary + greater of target bonus or 3-year average bonus), plus up to 18 months medical/dental (COBRA) and standard accrued benefits; modified 280G cutback applies .
• Potential payments (hypothetical as of 12/31/2024): Cash $2,143,500; LTI $1,218,427; EIB $357,250; medical/dental $11,900; total $3,731,077 for CIC termination scenario .
• Good Reason examples include material adverse change in position, material reduction in compensation/benefits, or relocation >50 miles; notice-and-cure provisions apply (90-day notice; 30-day cure) .
• Non-compete: One-year restrictive covenant within 60 miles of any company office post-termination under CIC agreements .
• Clawback: Enhanced clawback effective Oct 2, 2023; all awards subject to policy and applicable law (including for future 2025 plan awards) .
• Deferred compensation (elective): 2024 contributions $67,841; 2024 aggregate earnings $509,918; year-end balance $3,021,172 (distribution post-termination per plan elections) .

Board Governance

• Board tenure and roles: Findlay has served as director since 2010; he is Chairman of the Board and CEO; he is listed with Corporate Risk Committee involvement (note: Corporate Risk Committee is a committee of Lake City Bank’s board) . Nine of 11 LKFN directors are independent; the board designates a Lead Independent Director (Blake W. Augsburger), which mitigates CEO/Chair concentration risk .
• Director compensation: Executive directors (Findlay, CEO; Pruitt, President) receive no director fees; non-employee director retainers and equity are set separately .
• Meetings/attendance: The board held six meetings in 2024; all incumbent directors attended ≥75% of board and committee meetings .

Say-on-Pay & Shareholder Feedback

• Say-on-pay support at 2024 annual meeting was approximately 96%, and the compensation structure was maintained for 2024/2025 given strong shareholder backing .
• CEO pay ratio for 2024 was approximately 36:1 (CEO $2,048,666 vs. median employee $57,060) .

Compensation Committee Analysis

• Independent oversight: Compensation Committee comprises independent directors; it did not retain a new consultant in 2024 but relied on a 2023 Pearl Meyer report; it plans to engage outside consultants in 2025; Pearl Meyer is independent and performs no other work for the company .
• Risk assessment: Committee determined executive and broad-based incentives do not present risks reasonably likely to cause material adverse effects; structures are formulaic with balanced caps, multi-year horizons, and risk-aware metrics .

Compensation Structure Analysis (signals)

• Mix shift toward retention in 2025 LTI (60% performance / 40% time-based vs. 75%/25% 2022–2024) modestly increases guaranteed equity, lowering upside variability—indicative of retention emphasis entering the $10B+ asset threshold and regulatory complexity .
• Bonus paid at 100% of target on net income performance and 100% on individual objectives in 2024 signals target attainment amid recovering fundamentals; EIB payouts stepped up vs. 2023 .
• No option repricing, prohibitions on repricing in the 2025 plan, and clawback coverage reflect shareholder-friendly governance .

Investment Implications

• Alignment: Findlay’s pay is meaningfully at-risk via multi-year PBRSUs linked to revenue/EPS/ROE, and he is in compliance with a 3× salary stock ownership guideline; hedging is prohibited and pledging is tightly restricted—favorable for alignment .
• Supply/vesting overhang: 2022–2024, 2023–2025, and 2024–2026 awards create staggered vesting (2025–2027), with a notable 2024 vesting realization of 18,880 shares and substantial unvested tranches outstanding—potential for periodic insider supply around vest dates (subject to trading windows) .
• Retention and CIC: Double-trigger CIC with 2× cash multiple and modest COBRA benefits balances retention with shareholder protections (modified 280G cutback, good reason/notice requirements); risk of value transfer is moderated by performance-based equity vesting based on actual performance through CIC .
• Performance execution risk: The 2022–2024 LTI payout at 62.5% reflects revenue under-target and negative 3-year EPS growth despite above-target ROE, keeping pressure on margin/earnings durability as LKFN navigates funding costs and scale; however, TSR outpaced peers over the measured period, supporting the franchise value proposition under current leadership .

Data Appendix

Board/Director Snapshot (selected)

• Lead Independent Director identified; 9/11 directors independent .
• Executive directors (Findlay, Pruitt) receive no director fees .

Equity Plan Efficiency

• Three-year average burn rate ~0.44%; projected overhang with proposed 2025 plan ~5.9%—neither viewed as excessive by the company/its consultant .

Key Pay-Versus-Performance datapoints

Note: LKFN used the KBW Nasdaq Bank Index as the peer group for TSR in Pay vs. Performance disclosure .