Kristin L. Pruitt
About Kristin L. Pruitt
President of Lakeland Financial Corporation and Lake City Bank; Director since 2023; age 53. Background includes prior service as Executive Vice President & Chief Administrative Officer (2019–2023), Executive Vice President & General Counsel (2014–2019), Senior Vice President & General Counsel (2008–2014); previously Assistant General Counsel & Chief Compliance Officer at 1st Source Bank and practiced law with Skadden, Arps and Baker & Daniels . Not independent as an executive director; serves as Senior Risk Officer, generally attends all Board and committee meetings, and oversees enterprise risk management . Company pay-for-performance framework ties incentives to net income (EIB) and three-year revenue growth, EPS growth, and average return on beginning equity (LTI) with 2022–2024 actuals yielding a 63% payout, reflecting lower EPS growth but strong ROE .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lakeland Financial / Lake City Bank | Executive Vice President & Chief Administrative Officer | 2019–2023 | Enterprise administration, ESG oversight, readiness for $10B asset threshold |
| Lakeland Financial / Lake City Bank | Executive Vice President & General Counsel | 2014–2019 | Legal, compliance leadership; executive management |
| Lakeland Financial / Lake City Bank | Senior Vice President & General Counsel | 2008–2014 | Built legal/compliance function post-joining in 2008 |
| 1st Source Bank | Assistant General Counsel & Chief Compliance Officer | n/d | Financial services legal and compliance experience |
| Skadden, Arps, Slate, Meagher & Flom | Attorney | n/d | Complex corporate/legal experience |
| Baker & Daniels | Attorney | n/d | Regional legal practice experience |
External Roles
No public company directorships or external board roles disclosed for Ms. Pruitt .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary (USD) | $439,000 | $455,750 (3.8% increase) | Annual review, aligned to peer median and internal equity |
| Summary Compensation Table Elements (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $337,154 | $396,692 | $437,692 |
| Stock Awards (RSUs/PSUs grant date fair value) | $496,145 | $521,035 | $590,700 |
| Non-Equity Incentive (EIB) | $144,664 | $137,340 | $197,550 |
| All Other Compensation | $27,295 | $25,450 | $29,662 |
| Total | $1,005,258 | $1,080,517 | $1,255,604 |
Performance Compensation
| Annual EIB Bonus Design | Target | Actual (2024) | Payout |
|---|---|---|---|
| Company Net Income Payout Curve | Threshold 70% → 50%; Target 100%; Max 150% | Actual net income $93,478,000 at 100% of target | Company payout 100% |
| Individual Performance Goals | N/A | Achieved (Ms. Pruitt) | Individual payout 100% |
| Target Bonus % of Eligible Salary | 45% | N/A | N/A |
| Bonus Paid (for 2024 performance; paid in 2025) | N/A | $197,550 | N/A |
| LTI Program Metrics (2022–2024 period) | Target | Actual | Weighted Payout |
|---|---|---|---|
| 3-Year Revenue CAGR | 7.00% | 4.40% | 22.50% |
| 3-Year Diluted EPS CAGR | 6.25% | -0.99% | 0.00% |
| 3-Year Avg. Return on Beginning Equity | 14.00% | 15.20% | 40.00% |
| Total Payout | — | — | 62.50% |
| LTI Awards Granted to Ms. Pruitt | 2023–2025 | 2024–2026 | 2025–2027 |
|---|---|---|---|
| Performance-Based RSUs – Target Shares | 4,875 | 7,500 | 7,248 |
| Time-Based RSUs – Shares | 1,625 | 2,500 | 4,832 |
| Mix | 75% PSUs / 25% RSUs (2023–2024) | 75% PSUs / 25% RSUs | 60% PSUs / 40% RSUs (policy change) |
| Vesting Timing | Jan 1, 2026/2027 (schedule) | Jan 1, 2027 | Jan 1, 2028 (per program) |
| 2024 Grants of Plan-Based Awards (Ms. Pruitt) | Threshold | Target | Maximum | Grant-Date FV |
|---|---|---|---|---|
| LTI PSUs (2024–2026) – Shares | 3,750 | 7,500 | 11,250 | $443,025 |
| LTI RSUs (2024–2026) – Shares | — | 2,500 | — | $147,675 |
| EIB Cash Bonus (2024) – USD | $98,775 | $197,550 | $296,325 | N/A |
| 2024 RSUs/PSUs Vested (Shares and Value) | Shares Vested | Value Realized (USD) |
|---|---|---|
| Ms. Pruitt | 7,670 shares | $498,320 |
Equity Ownership & Alignment
- Beneficial ownership: 24,570 shares; Company shares outstanding 26,016,340 → ~0.09% ownership (approx.) .
- Executive share ownership guidelines: 2× base salary for executive officers; all named executives in compliance as of Feb 18, 2025 .
- Hedging and pledging: Hedging prohibited; pledging requires prior NCGC approval; no hedging/pledging by officers disclosed .
- Options: Company does not currently grant stock options; thus no option exercise overhang .
| Unvested Equity at FY-End 2024 (Market Value at $68.76) | Number of Unearned Shares | Market/Payout Value (USD) |
|---|---|---|
| 2024 PSUs (2024–2026) | 7,500 | $515,700 |
| 2024 RSUs (2024–2026) | 2,500 | $171,900 |
| 2023 PSUs (2023–2025) | 2,438 | $167,637 |
| 2023 RSUs (2023–2025) | 1,625 | $111,735 |
| 2022 PSUs (2022–2024) | 4,875 | $335,205 |
| 2022 RSUs (2022–2024) | 1,625 | $111,735 |
| Deferred Compensation (2024 Activity) | Executive Contributions | Aggregate Earnings | Distributions | Balance at FYE |
|---|---|---|---|---|
| Ms. Pruitt | $26,370 | $34,980 | $95,665 | $225,403 |
Employment Terms
| Provision | Detail |
|---|---|
| Change-in-Control Agreement | Double trigger; lump sum equal to 2×(greater of current base or base on day before CIC + greater of target bonus or average of last 3 years’ bonuses) . Subject to modified 280G cutback for tax efficiency . |
| Medical/Dental Continuation | Up to 18 months of COBRA coverage at Company cost, subject to eligibility and subsequent employer coverage . |
| Non-Compete | One year, within a 60-mile radius of any Company office; applies post-termination in exchange for CIC benefits . |
| Vesting on CIC | If plan not assumed post-CIC, or if assumed and executive is terminated without cause/resigns for good reason, awards fully vest; PSUs based on actual performance through CIC date; RSUs fully vest . |
| Clawback | Enhanced policy effective Oct 2, 2023; SEC/NASDAQ-compliant; all awards under proposed 2025 plan subject to clawback . |
| Potential Payments (Hypothetical Termination at 12/31/2024) | Voluntary Retirement | Death/Disability | CIC Termination (without cause/for good reason) |
|---|---|---|---|
| Cash Severance | — | — | $1,273,100 |
| LTI Vesting | — | $527,160 | $656,228 |
| EIB Bonus | — | — | $197,550 |
| Medical/Dental Continuation | — | — | $145 |
| Total | — | $527,160 | $2,127,023 |
Board Governance
- Board Service: Director since 2023; serves on the Corporate Risk Committee of Lake City Bank’s board .
- Independence: Executive officer (President); not independent under Nasdaq rules; nine of eleven directors are independent overall .
- Attendance: Board held six meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended prior annual meeting .
- Board Leadership and Safeguards: CEO also serves as Chairman; Lead Independent Director (Blake Augsburger) oversees executive sessions; two executive sessions in 2024 without CEO or President present, mitigating dual-role risks .
- Director Compensation: As an employee-director, Ms. Pruitt receives no director fees; non-employee directors receive retainers and 1,300 share grants annually .
Compensation Peer Group and Say-on-Pay
- Peer Group: 20 publicly traded bank holding companies with median assets ~$7.1B across central U.S.; examples include First Merchants, German American, Park National, Stock Yards and others; positioning around median compensation level .
- Say-on-Pay: 2024 advisory vote received ~96% approval; program unchanged materially for 2024–2025 given strong support .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $41,862,000* | $49,858,000* | $56,844,000* |
| Values retrieved from S&P Global.* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $11,876,000* | $10,928,000* | $11,486,000* | $12,954,000* |
| Values retrieved from S&P Global.* |
Risk Indicators & Red Flags
- No hedging or pledging activity disclosed; hedging prohibited; pledging requires prior approval .
- Options not currently granted; reduces incentive to sell on option expirations .
- Section 16(a) compliance: one delinquency acknowledged for a different director; no Pruitt-specific issues disclosed .
- Related party transactions disclosed for other directors; governance review affirmed independence of affected directors .
Investment Implications
- Alignment: High equity-based compensation with PSUs tied to multi-year revenue/EPS/ROE; however, increasing RSU mix to 40% beginning 2025 modestly lowers at-risk pay and raises retention floor, potentially diluting performance sensitivity in downcycles .
- Retention/Change-in-Control: Double-trigger CIC benefits at ~2× pay plus bonus and full vesting on qualifying terminations create stability for leadership continuity but may increase event-driven costs; non-compete of one year within 60 miles reduces immediate competitive risk .
- Incentive Quality: EIB grounded in net income against target (paid at 100% for 2024), plus individualized goals; LTI payout (63% for 2022–2024) reflects disciplined thresholds and linear interpolation, limiting excessive risk-taking and rewarding ROE consistency .
- Ownership: Direct share ownership (24,570) and compliance with 2× salary ownership guidelines indicate skin-in-the-game; absence of pledging mitigates alignment concerns .
- Governance Mitigants: Lead Independent Director and regular executive sessions (without CEO/President) temper dual-role independence concerns; broad independent majority across board .