M. Scott Welch
About M. Scott Welch
M. Scott Welch (age 64) is an independent director of Lakeland Financial Corporation (LKFN) and Lake City Bank, serving on the board since 1998; he is Chief Executive Officer of Welch Packaging Group, Inc., and serves as Lead Director on the board of Patrick Industries, Inc. (public company) . The Board has determined that all directors other than the CEO and President are independent under Nasdaq rules, which includes Mr. Welch . In 2024, the Board held six meetings; all incumbent directors attended at least 75% of Board and applicable committee meetings, and all current directors attended last year’s annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welch Packaging Group, Inc. | Chief Executive Officer | Not disclosed | Leads industrial and point-of-purchase packaging company headquartered in Elkhart, IN |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patrick Industries, Inc. (PATK) | Lead Director | Not disclosed | Only LKFN director with another public-company directorship in past five years |
Board Governance
- Committee assignments (2024): Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair of either committee .
- Independence: Independent (Board deems all non-executive directors independent under Nasdaq) .
- Attendance & engagement: Board met 6 times in 2024; all incumbents ≥75% attendance; all current directors attended the last annual meeting .
- Executive sessions & leadership: Two independent executive sessions in 2024; Lead Independent Director is Blake W. Augsburger .
- Committee meeting cadence (2024): Audit (4), Compensation (2), Corporate Risk (4), Nominating & Corporate Governance (2) .
- Policies: Code of Conduct; insider trading policy prohibits hedging and restricts pledging (approval required); enhanced clawback policy adopted Oct 2, 2023 (SEC/Nasdaq compliant) .
| Committee | Role | 2024 Meetings | Chair/Vice Chair (for context) |
|---|---|---|---|
| Compensation Committee | Member | 2 | Chair: Emily E. Pichon; Vice Chair: Blake W. Augsburger |
| Nominating & Corporate Governance Committee | Member | 2 | Chair: Blake W. Augsburger; Vice Chair: Robert E. Bartels, Jr. |
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $35,000 | Non-employee directors; Welch’s 2024 cash fees were $35,000 |
| Committee Chair retainers | $10,000–$15,000 | Audit Chair $15,000; Compensation Chair $10,000; Governance Chair $10,000 (Welch not a chair) |
| Lead Independent Director retainer | $15,000 | Applies to LID (not Welch) |
| 2024 Director stock awards (fully vested shares) | 1,300 shares total | Two grants of 650 shares each on Jan 9, 2024 ($63.03) and Jul 9, 2024 ($57.94) grant-date prices |
| 2024 Director compensation (Welch) | Cash: $35,000; Stock awards: $78,631; Total: $113,631 | As reported in Director Compensation table |
| 2025 Director stock awards (plan) | Two grants of 650 shares (1,300 total) | If 2025 Equity Plan approved, future awards from new plan |
Performance Compensation (Director)
Directors do not receive performance-based bonuses or options; equity is granted as fully-vested stock awards on a fixed-share basis (no performance metrics). The company states it does not currently grant options to directors .
| Equity Feature | Structure | Details |
|---|---|---|
| Equity instruments | Fully vested stock awards | 1,300 shares per non-employee director in 2024; two 650-share grants (Jan/Jul) |
| Options/SARs | Not granted currently | Company does not currently grant new options/SARs |
| 2025 cadence | Planned two 650-share awards | Subject to Equity Incentive Plan approval |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts Disclosed |
|---|---|---|
| Patrick Industries, Inc. | Lead Director | No interlocks/conflicts disclosed with LKFN; Mr. Welch is the only LKFN director with another public-company directorship within the past five years |
Expertise & Qualifications
- Background/expertise: Manufacturing and growth leadership as CEO of Welch Packaging Group; significant board leadership experience as Lead Director of a public company .
- Board-relevant skills: Corporate governance and ethics; board service; industry leadership reflected in director biography and LKFN’s skills emphasis .
Equity Ownership
- Stock ownership policy for directors: Minimum 5,000 shares within five years of becoming a director; as of Dec 31, 2024, all non-employee directors met the requirement .
- Hedging/pledging: Hedging prohibited; pledging prohibited without prior approval; none disclosed in violation .
| Ownership Detail (as of Feb 18, 2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 308,508 | 1.2% of outstanding (26,016,340) |
| Held by Mr. Welch’s IRA | 1,257 | Included in total |
| Spouse’s IRA (shared voting/investment power) | 2,895 | Included in total |
| Spouse’s holdings (shared voting/investment power) | 188,461 | Included in total |
| BEL Leasing LLP (shared voting/investment power) | 34,000 | Included in total |
| Welch Packaging Group, Inc. (sole voting/investment power) | 23,645 | Included in total |
| Directors Fee Deferral Plan credited shares | 58,250 | Credited as of Feb 5, 2025; plan shares held in trust are treated as treasury shares and may not be voted |
Governance Assessment
Strengths
- Independent, long-tenured director with substantial ownership alignment (308,508 shares; 1.2% of outstanding) and compliance with the 5,000-share ownership guideline, indicating strong skin-in-the-game .
- Active governance roles on Compensation and Nominating & Corporate Governance Committees; not a chair, which limits concentration of power .
- Board governance practices include executive sessions (2 in 2024), a designated Lead Independent Director, a Code of Conduct, insider trading (anti-hedging/pledging) policy, and an enhanced clawback compliant with SEC/Nasdaq, supporting investor confidence .
- Say-on-pay support was approximately 96% in 2024, suggesting broad shareholder approval of compensation governance .
- Attendance expectations met (≥75% for all incumbents) with six Board meetings in 2024 and full attendance at prior annual meeting by current directors .
Potential Risk Considerations
- Complex beneficial ownership footprint includes spouse/affiliates and corporate entities (e.g., BEL Leasing LLP and Welch Packaging Group, Inc.); while disclosed, investors may monitor for any future related-party transactions (none involving Mr. Welch disclosed) and any pledging approvals if applicable .
- External board service: serves as Lead Director at Patrick Industries; time commitments should be monitored, though no interlocks or conflicts are disclosed by LKFN .
- Director/insider loans may exist generally under bank policy (same terms as unrelated borrowers), but no specific loans or related-party transactions are disclosed for Mr. Welch .
Notes on Committee Governance and Compensation Process (context for board effectiveness)
- Compensation Committee composition includes independent directors; it may engage independent advisers and did so via Pearl Meyer & Partners (most recently in 2023), with plans to engage in 2025; director compensation is recommended by the Compensation Committee and approved by the full Board .
- Committee cadence and coverage appear appropriate for oversight: Audit (4 meetings), Compensation (2), Corporate Risk (4), and Nominating & Corporate Governance (2) in 2024 .