Eric H. Ottinger

About Eric H. Ottinger

Eric H. Ottinger is Executive Vice President and Chief Commercial Banking Officer of Lakeland Financial (Lake City Bank), a role held since August 2011 after joining the bank in 1999 and progressing through Commercial Loan Officer, Commercial East Regional Manager, and Head of Wealth Advisory . He is 54 years old as of the 2025 proxy and has 32 years of banking experience (began in 1993) . Education: BS (Ball State University, 1992) and MBA (Indiana University, 1999) . Core credentials include leading commercial banking strategy, credit workflow coordination, CRE exposure management, and standardized covenant development in 2024 individual goals . Company performance context over FY22–FY24 shows steady net income with modest variability; TSR disclosed in Pay-Versus-Performance indicates a cumulative value of $160.24 for a fixed $100 investment by 2024, reflecting shareholder return linkage to incentive outcomes .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Bonus – Executive Incentive Bonus (EIB) Plan

• Structure: 50% Company net income vs target; 50% individual goals; payouts 0–150% of target .
• Ottinger target bonus: 40% of eligible salary; 2024 individual payout at 100% .
• 2024 company performance target/payout framework and Ottinger’s realized bonus:

2023 actual bonus paid (for 2023 performance): $120,190 .

Long-Term Incentive Program (RSUs; performance- and time-based)

• Design: 3-year rolling performance cycles; metrics are 3-year revenue CAGR, 3-year diluted EPS CAGR, 3-year average ROE; linear interpolation; cap 150% .
• Mix shift: 2022–2024 awards were 75% performance RSUs/25% time RSUs; 2025 awards shift to 60% performance/40% time RSUs .
• 2022–2024 performance period (paid early 2025) payout and Ottinger shares:

• 2021–2023 performance period (paid early 2024): 118% payout; Ottinger 7,670 shares .
• Grant sizes (target RSUs):
  • 2024 grants (performance RSUs target; time RSUs count):

• 2023 grants (performance RSUs target; time RSUs count):

• 2022 grants (performance RSUs target; time RSUs count):

• 2024 realized value on vest (shares from prior cycles): 7,670 shares; value realized $498,320 . 2023 vest value $498,320 . 2022 vest value $338,953 .

• Stock awards fair value (grant-date accounting): | Year | Stock Awards ($) | |---|---:| | 2022 | 496,145 | | 2023 | 433,095 | | 2024 | 383,955 |

Equity Ownership & Alignment

• Ownership guidelines: CEO 3× salary; other executives 2× salary; retain ≥50% of vested shares until compliant; all NEOs in compliance as of Feb 18, 2025 . Hedging prohibited; pledging prohibited without NCGC approval; none reported .
• Beneficial ownership and percent of class:

• Outstanding unearned RSUs (as of 12/31/2024):

• Vesting schedules: RSUs for 2022/2023/2024 cycles vest, if at all, on Jan 1 of 2025/2026/2027, respectively; time-based tranches vest over same periods .

Employment Terms

Company Performance Context (for Pay-for-Performance)

Values retrieved from S&P Global.*

Compensation Structure Analysis

• Cash vs equity mix shows a shift toward more time-based RSUs in 2025 (40% vs 25% previously), modestly increasing guaranteed elements to support retention while preserving performance linkage via 60% PSUs .
• Annual bonus tied strictly to net income attainment and individualized goals; 2024 paid at 100% for both components, reflecting disciplined formula adherence .
• LTI payouts varied with 3-year metrics (62.5% for 2022–2024 vs 118% prior), demonstrating sensitivity to EPS growth and revenue trends; no repricing or option grants (Company does not currently grant options) .
• Peer benchmarking targets compensation around the median of central-U.S. bank peers; Pearl Meyer advised on program design and the 2025 equity plan .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited; none reported—positive alignment signal .
• Clawback: Enhanced policy (SEC/Nasdaq compliant) in place—strong governance .
• Say-on-Pay: ~96% approval in 2024—shareholder support for pay practices .
• Related-party transactions: None disclosed involving Ottinger; general related-party oversight described .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval ~96%; Committee did not materially alter policy for 2024/2025 in response, indicating stability and investor alignment .

Compensation Peer Group (Benchmarking)

• Peer banks used for compensation benchmarking include First Merchants, German American, Park National, 1st Source, Republic Bancorp, Stock Yards Bancorp, etc., central-U.S. region, ~$4.9–$18.0B assets .

Equity Ownership & Alignment Summary

• Ottinger meets 2× salary ownership guideline; beneficial ownership ~0.12% in 2025; joint holdings noted; ongoing RSU cycles create future vesting events (Jan 2025/2026/2027) .

Investment Implications

• Pay-for-performance alignment remains intact: formulaic EIB and multi-metric LTI with variable outcomes; 2022–2024 LTI payout at 62.5% underscores sensitivity to EPS and revenue growth .
• Retention risk appears moderate-to-low: time-based RSU component increased in 2025 and robust CIC protections (two-times multiple, double-trigger equity vesting) reduce voluntary departure incentive; ownership guideline compliance and no pledging further strengthen alignment .
• Near-term selling pressure: Scheduled vesting from 2023–2025 RSU cycles could create liquidity events, but absence of hedging/pledging and policy constraints suggest orderly disposition; monitor Form 4s around early-year vest dates for signals.
• Execution focus: 2024 goals emphasized CRE exposure management and standardized covenants—critical credit-cycle levers; continued attainment supports risk-adjusted growth in commercial portfolios .

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