Robert E. Bartels, Jr.
About Robert E. Bartels, Jr.
Age 60; independent director of Lakeland Financial Corporation (LKFN) since 2002. Vice Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. Partner at Incedo LLC (family office/real estate); former President & CEO of Martin’s Supermarkets with ~37 years of supermarket/retail experience, including 21 years in executive roles—bringing operating, risk, and governance expertise aligned with LKFN’s markets . The board deems him independent (all directors except the CEO and President are independent) and reports all incumbent directors achieved at least 75% attendance in 2024; the Board met six times, and directors are encouraged to attend the annual meeting (all current directors attended last year) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin’s Supermarkets, Inc. | President & CEO | Not disclosed; ~37 years retail experience (21 years executive) | Led prominent regional chain in LKFN markets; deep operating and consumer-sector perspective . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Incedo LLC (family office/real estate) | Partner | Not disclosed | Manages investments and business interests; governance and investment oversight experience . |
Board Governance
- Committee assignments (2024): Audit Committee (member); Nominating & Corporate Governance Committee (Vice Chair) .
- Independence: Independent director under Nasdaq rules (all directors except CEO/President independent) .
- Attendance and engagement: Board met 6 times in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors held two executive sessions in 2024; LKFN maintains a Lead Independent Director structure (Lead Independent Director is Blake W. Augsburger) .
- Committee meeting cadence (2024): Audit (4), Compensation (2), Corporate Risk (4), Nominating & Corporate Governance (2) .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Member | 4 | Oversees financial reporting, internal controls, auditors, and regulatory compliance . |
| Nominating & Corporate Governance | Vice Chair | 2 | Oversees board nominations, governance policies, and ESG matters . |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Director Retainer (cash) | $35,000 | Standard non-employee director cash retainer . |
| 2024 | Committee/Chair/Lead fees | $0 | Applicable chair/lead retainers disclosed; none apply to Bartels (he is Vice Chair of NCGC, which carries no incremental retainer) . |
| 2024 | Total Cash Fees (Form 14A table) | $35,000 | As reported for “Robert E. Bartels, Jr.” . |
Compensation governance: Director fees reviewed annually by the Compensation Committee; final decisions by the full Board .
Performance Compensation
Non-employee director equity is a fixed annual stock grant (no performance conditions), fully vested at grant; the company does not grant director stock options, and none were outstanding as of 12/31/2024 .
| Year | Equity Component | Detail | Notes |
|---|---|---|---|
| 2024 | Stock Awards (fully vested common shares) | Total fair value $78,631 | Per director compensation table . |
| 2024 | Grant schedule | 650 shares on Jan 9, 2024 at $63.03 per share; 650 shares on Jul 9, 2024 at $57.94 per share | Grant-date prices disclosed for fair value; fully vested awards . |
| 2025 (planned) | Stock Awards | Two awards of 650 shares (Jan and July), total 1,300 shares | Per director equity program . |
| 12/31/2024 | Outstanding stock awards/options | None outstanding | Confirms no unvested director equity/options at year-end . |
Hedging/pledging policy: Hedging is prohibited; pledging requires prior Nominating & Corporate Governance Committee approval; the company is not aware of hedging or unapproved pledging by insiders .
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company boards | None disclosed | Proxy states no nominee/director (except Mr. Welch) has served as a director of another “public corporation” within the past five years . |
| Private/non-profit boards | Not disclosed for Bartels | NCGC oversees ESG and governance; broader board qualifications described . |
| Interlocks/related-party | None disclosed for Bartels | Related-party section lists transactions affecting other directors (e.g., lease with an entity partly owned by Brian J. Smith; Centerfield Capital funds related to Faraz Abbasi) but none for Bartels . |
Expertise & Qualifications
- Former CEO/operator with ~37 years in retail/supermarkets and 21 years executive experience; governance fit for Audit and Nominating & Corporate Governance .
- Skills matrix highlights board-level strengths in finance, risk management, corporate governance & ethics—consistent with his committee assignments .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 32,151 shares | Includes 3,075 shares held in a trust where he serves as trustee . |
| Ownership as % of shares outstanding | ~0.12% | 32,151 / 26,016,340 shares outstanding as of Feb 18, 2025 (record date) . |
| Vested vs unvested | All vested | No outstanding stock awards or options for directors at 12/31/2024 . |
| Pledged shares | None known | Pledging requires prior approval; company not aware of any violations . |
| Director ownership guideline | 5,000 shares within five years | As of 12/31/2024, all non-employee directors were in compliance . |
Insider trading (Form 4) activity indicative of ongoing alignment and estate planning gifts:
Data source: Form 4 records retrieved via insider-trades skill; each row cites the SEC EDGAR link.
Governance Assessment
- Board effectiveness: Long-tenured independent director with operating CEO experience, serving in key oversight roles (Audit member; NCGC Vice Chair). Board structure includes a Lead Independent Director; independent directors held two executive sessions in 2024—supportive of robust oversight .
- Independence and attendance: Independent under Nasdaq rules; Board reports all incumbent directors met the 75% attendance threshold; Board met six times in 2024 .
- Compensation alignment: Director pay mix is balanced with modest cash and fully-vested share grants (1,300 shares/year). No options or performance conditions for directors; no outstanding director equity at year-end—reduces pay complexity and potential risk incentives .
- Ownership alignment: Holds 32,151 shares (~0.12% of shares outstanding), well above the 5,000-share director ownership guideline; company prohibits hedging and restricts pledging (no known violations)—strong alignment signals .
- Related-party/conflicts: Proxy’s related-party section identifies transactions for other directors; none involve Bartels. NCGC pre-approves non-lending related-party transactions to safeguard independence .
- Shareholder sentiment: Say-on-pay support was ~96% at the 2024 annual meeting, indicating favorable investor views on compensation governance; an enhanced clawback policy is in place per SEC/Nasdaq rules .
RED FLAGS/WATCH ITEMS:
- None directly tied to Bartels. Notably, Form 4s show a recurring pattern of open-market purchases followed by same-sized gifts (likely estate/charitable planning), which is neutral to alignment but should be monitored for any pledging or hedging (prohibited/controlled by policy) .
- Tenure since 2002 suggests valuable institutional knowledge; investors should weigh refreshment considerations in aggregate board evaluations (board diversity and leadership structures are disclosed) .
Section 16 compliance note: The proxy reports one late Form 4 for another director (Mr. Ross); no broader compliance issues cited by the company for 2024 .