J. Rickard Donovan
About J. Rickard Donovan
Senior Vice President, General Counsel and Corporate Secretary of Lakeland Financial and Lake City Bank since 2019; age 56 . 2024 individual objectives focused on integrating legal/compliance with broader risk, managing the IOI litigation with external counsel/insurers, supporting Rule 1071 implementation, strengthening Indianapolis relationships, and leading the disclosure task force . Company long‑term incentive performance for 2022–2024 paid at 62.5% of target driven by 3‑year revenue growth 4.40% vs 7.00% target, EPS growth ‑0.99% vs 6.25% target, and average ROAE growth 15.20% vs 14.00% target, which informed RSU payouts to executives including Donovan . For 2024, his EIB bonus target was 30% of eligible salary and payout was increased to 110% for exceptional contributions, resulting in a $75,900 bonus paid in 2025 .
Past Roles
| Organization | Role | Years |
|---|---|---|
| Rothberg, Logan & Warsco LLP | Partner | 2001–2019 |
| Rothberg, Logan & Warsco LLP | Attorney | 1993–2019 |
External Roles
No external board roles or other public company directorships disclosed for Donovan in the proxy .
Fixed Compensation
Summary Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 216,346 | — | 269,852 | 55,335 | 60,683 | 602,216 |
| 2024 | 229,000 | 6,900 | 239,234 | 69,000 | 31,364 | 575,498 |
Base Salary Progression
| Position | 2024 Base Salary ($) | 2025 Base Salary ($) | % Change |
|---|---|---|---|
| Senior Vice President, General Counsel | 230,000 | 238,750 | 3.8% |
Bonus Target and Payout (EIB Plan)
| Target Bonus (% of Eligible Salary) | Individual Performance Payout (%) | Bonus Paid in 2025 for 2024 Performance ($) |
|---|---|---|
| 30% | 110% | 75,900 |
Perquisites (2024)
| 401(k) Match ($) | Cell Phone Stipend ($) | Country Club Membership ($) | Total ($) |
|---|---|---|---|
| 17,169 | 1,809 | 12,386 | 31,364 |
Performance Compensation
Long‑Term Incentive Program – Performance Metrics (2022–2024)
| Metric | Target | Actual | Weighted Payout |
|---|---|---|---|
| 3‑Year Revenue Growth | 7.00% | 4.40% | 22.50% |
| 3‑Year Diluted EPS Growth | 6.25% | ‑0.99% | 0.00% |
| 3‑Year Avg Return on Beginning Equity Growth | 14.00% | 15.20% | 40.00% |
| Total Payout | — | — | 62.50% |
Grants of Plan‑Based Awards (2024)
| Award | Grant Date | Threshold | Target | Maximum | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| EIB (Cash) | — | 34,500 | 69,000 | 103,500 | — |
| LTI RSU – Performance‑based (shares) | 2/6/2024 | 1,519 | 3,037 | 4,556 | 179,396 |
| LTI RSU – Time‑based (shares) | 2/6/2024 | — | — | — | 59,838 |
Note: Beginning with 2022 awards, LTI split is 75% performance‑based RSUs and 25% time‑based RSUs; beginning with 2025 awards, split moves to 60% performance and 40% time‑based RSUs .
Target Share Awards by Performance Period
| Performance Period | Target Shares |
|---|---|
| 2023–2025 (pays 2026) | 3,037 |
| 2024–2026 (pays 2027) | 3,037 |
| 2025–2027 (pays 2028) | 3,208 |
Vesting and 2024 Realizations
| Vesting Event | Shares Vested | Value Realized ($) |
|---|---|---|
| 2024 RSU vesting | 4,779 | 310,492 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Feb 18, 2025)
| Shares Beneficially Owned | Percent of Class |
|---|---|
| 8,590 | * (<0.5%) |
Total shares outstanding: 26,016,340 .
Outstanding Unvested RSUs (as of Dec 31, 2024; FMV $68.76/share)
| Grant Date | Type | Unearned Units | Market/Payout Value ($) | Vesting Date |
|---|---|---|---|---|
| 2/1/2022 | Performance‑based | 3,037 | 208,824 | Jan 1, 2025 |
| 2/1/2022 | Time‑based | 1,013 | 69,654 | 2022–2024 (3‑yr schedule) |
| 2/7/2023 | Performance‑based | 1,519 | 104,446 | Jan 1, 2026 |
| 2/7/2023 | Time‑based | 1,013 | 69,654 | 2023–2025 (3‑yr schedule) |
| 2/6/2024 | Performance‑based | 3,037 | 208,824 | Jan 1, 2027 |
| 2/6/2024 | Time‑based | 1,013 | 69,654 | 2024–2026 (3‑yr schedule) |
Note: Proxy reports 2022 awards at target, 2023 awards at threshold, and 2024 awards at target performance for disclosure as of 12/31/2024 .
Ownership Guidelines, Hedging, and Pledging
- Executives must hold shares equal to 2× annual base salary; all named executive officers were in compliance as of Feb 18, 2025 .
- Hedging of company stock is prohibited; no officer/director is known to have hedged in violation of policy .
- Pledging company stock as collateral requires prior committee approval; no officer/director is known to have pledged in violation of policy .
Employment Terms
| Item | Donovan Status / Terms |
|---|---|
| Change‑in‑Control (CIC) Agreement | None; unlike other NEOs, Donovan did not have a CIC agreement in effect as of 12/31/2024 . |
| CIC Cash Severance | Not applicable (no CIC agreement) . |
| CIC Equity Treatment | If plan/awards not assumed in a CIC, or if assumed and terminated without Cause or resigns for Good Reason, awards fully vest; performance RSUs vest based on actual performance through CIC; time‑based RSUs fully vest . |
| Retirement / Death / Disability Equity | RSUs immediately vest on death/disability; qualifying retirement prorates awards based on service portion; Donovan would qualify for prorated retirement treatment as of 12/31/2024 . |
| Non‑compete (for CIC agreements) | For executives with CIC agreements: 1‑year duration, 60‑mile radius from any bank office; Donovan does not have a CIC agreement . |
| Clawback Policy | Enhanced clawback adopted Oct 2, 2023 per SEC/NASDAQ rules . |
Investment Implications
- Pay‑for‑performance alignment: Donovan’s 2024 cash bonus paid at 110% of target due to specific achievements and company goals, while LTI paid 62.5% for the 2022–2024 period, indicating disciplined variable pay tied to revenue/EPS/ROE outcomes .
- Retention profile: Significant unvested RSUs across 2023–2025 and 2024–2026 performance periods plus time‑based tranches support retention; absence of a CIC agreement implies no cash severance in a change‑of‑control scenario, shifting retention leverage toward equity vesting terms .
- Ownership alignment and risk controls: Holds 8,590 shares and is in compliance with 2× salary ownership guidelines; hedging and pledging are prohibited and no violations are noted—supportive for alignment and reduced financing risk via pledging .
- Potential selling pressure windows: 4,779 RSUs vested in 2024, creating incremental supply; future vesting dates (2026–2027) may similarly add supply, though actual sale behavior is not disclosed in proxy materials .
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