Steven D. Ross
About Steven D. Ross
Steven D. Ross, age 70, has served as an independent director of Lakeland Financial Corporation (Lake City Bank) since 2000. He currently sits on the Audit Committee and serves as Vice Chair of the Corporate Risk Committee (a committee of the Lake City Bank board). His background includes owning and operating regional businesses in real estate management, coffee/beverage services, and food service/vending, bringing pragmatic operating and local market expertise to the board . The board has determined all directors other than the CEO and President are independent, and all directors also serve on the Lake City Bank board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ross and Associates (real estate management) | Former Owner | Not disclosed | Local market operating experience |
| Heartland Coffee Company (regional coffee/beverage service) | Former President | Not disclosed | Regional small-business leadership |
| Bertsch Services, Inc. (regional food service & vending) | Former President | Not disclosed | Operations and customer-facing execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lake City Bank (subsidiary board) | Director; Corporate Risk Committee Vice Chair | Ongoing | Quarterly risk oversight at bank level (credit, market, liquidity, compliance) |
| Other public company boards (last 5 years) | None disclosed | — | Proxy states no other public board roles for nominees except Mr. Welch |
Board Governance
- Independence: Independent director (nine of 11 directors are independent; only CEO and President are non-independent) .
- Committees and roles: Audit Committee member; Corporate Risk Committee Vice Chair (LKB board) .
- Meeting cadence and attendance: Board met six times in 2024; all incumbent directors attended at least 75% of board and committee meetings for which they served .
- Committee meeting volumes (2024): Audit (4), Corporate Risk (4), Compensation (2), Nominating & Corporate Governance (2) .
- Lead Independent Director and executive sessions: Lead Independent Director is Blake W. Augsburger; independent directors held two executive sessions in 2024 .
- Mandatory retirement policy: Directors must be 72 or younger at election; he is age 70 as of the 2025 proxy .
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Annual Director Retainer (cash) | $35,000 |
| Committee Chair retainers | Audit Chair $15,000; Governance Chair $10,000; Compensation Chair $10,000; Corporate Risk Chair $10,000; Lead Independent Director $15,000 |
| Meeting fees | Not disclosed (none listed) |
| 2024 — Steven D. Ross cash fees | $35,000 |
Performance Compensation
| Grant Element | Detail |
|---|---|
| Equity structure (directors) | Fully vested stock awards; typical annual grant 1,300 shares (delivered in two 650-share installments) |
| 2024 grant dates & fair value inputs | 650 shares on Jan 9, 2024 at $63.03; 650 shares on Jul 9, 2024 at $57.94; total grant-date fair value per non-employee director $78,631 |
| Options | Company does not currently grant options; no specific option timing policy in place; none outstanding for directors as of 12/31/2024 |
| 2025 planned director awards | Two awards of 650 shares each in January and July 2025 (subject to plan approval and board actions) |
| 2024 — Steven D. Ross stock awards | $78,631 grant-date fair value (1,300 fully vested shares) |
Note: Director equity awards are not performance-vested; they are fully vested stock awards to promote alignment with shareholders .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current/prior 5 years) | None disclosed for Ross; proxy notes only Mr. Welch holds another public board role |
| Subsidiary boards | All directors also serve on Lake City Bank’s board |
| Interlocks/related parties | No Ross-specific related-party transactions disclosed. Related-party items involve other directors (e.g., lease with entity partially owned by Brian J. Smith; investments in funds managed by director A. Faraz Abbasi) and were reviewed for independence |
Expertise & Qualifications
- Regional operating executive across real estate, food & beverage services, and vending; brings local market and small/midsize business perspective valuable for a commercial bank board .
- Service on Audit Committee and Vice Chair of Corporate Risk Committee indicates engagement with financial reporting oversight and enterprise risk discussions; Ross is not designated the “audit committee financial expert” (that designation is held by Brian J. Smith) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Feb 18, 2025) | 27,001 shares |
| Percent of class | “*” in table indicates <0.5% of outstanding shares |
| Outstanding stock awards/options (12/31/2024) | None for non-employee directors |
| Stock ownership guideline (directors) | Minimum 5,000 shares within five years; as of 12/31/2024 all non-employee directors met the guideline |
| Hedging/pledging policy | Hedging prohibited; pledging requires prior approval; no known hedging/pledging by insiders in violation of policy |
Recent Insider Trades (Form 4/5)
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-01-11 | 2024-01-09 | 4 | Award (Common Stock) | 650 | $0.00 | 28,801 | https://www.sec.gov/Archives/edgar/data/721994/000112760224001192/0001127602-24-001192-index.htm |
| 2024-03-07 | 2024-03-04 | 4 | Sale (Common Stock) | 1,300 | $64.50 | 27,501 | https://www.sec.gov/Archives/edgar/data/721994/000112760224008969/0001127602-24-008969-index.htm |
| 2024-07-10 | 2024-07-09 | 4 | Award (Common Stock) | 650 | $0.00 | 28,151 | https://www.sec.gov/Archives/edgar/data/721994/000072199424000082/0000721994-24-000082-index.htm |
| 2025-01-15 | 2025-01-14 | 4 | Award (Common Stock) | 650 | $0.00 | 28,801 | https://www.sec.gov/Archives/edgar/data/721994/000072199425000024/0000721994-25-000024-index.htm |
| 2025-02-12 | 2024-12-31 | 5 | Annual Statement | — | — | — | https://www.sec.gov/Archives/edgar/data/721994/000072199425000081/0000721994-25-000081-index.htm |
| 2025-07-09 | 2025-07-08 | 4 | Award (Common Stock) | 650 | $0.00 | 27,651 | https://www.sec.gov/Archives/edgar/data/721994/000072199425000163/0000721994-25-000163-index.htm |
Compliance note: The company reports one sale by Mr. Ross in 2024 that was not timely filed on Form 4 under Section 16(a) (a late filing). No other director/executive late filings were identified for 2024 .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Steven D. Ross | $35,000 | $78,631 | $113,631 |
| Grant mechanics | — | Fully vested; 650 shares on 1/9/2024 at $63.03 and 650 shares on 7/9/2024 at $57.94; all non-employee directors received 1,300 shares total | — |
| Plan context | — | Directors’ equity awards made under the 2017 Equity Incentive Plan; future awards expected under the proposed 2025 Equity Incentive Plan if approved | — |
Related Party Transactions (Conflict Screening)
- No Ross-specific related party transactions are disclosed. The proxy details a lease with an entity partially owned by director Brian J. Smith and investment commitments to funds managed by director A. Faraz Abbasi; the board reviewed these for independence and deemed them acceptable under policies .
- Nominating and Corporate Governance Committee pre-approves non-lending, material related-party transactions; conflicted directors recuse from approvals .
Independence, Attendance & Engagement
- Independence: Board-determined independent (non-executive); nine of eleven directors independent .
- Attendance: Board met six times; all incumbent directors met the 75% attendance threshold for board and committee meetings .
- Executive sessions: Two sessions held by independent directors in 2024 under the Lead Independent Director .
Governance Policies (Signals)
- Stock ownership policy: Directors required to hold 5,000 shares within five years; all non-employee directors in compliance as of 12/31/2024, indicating ownership alignment .
- Hedging/pledging: Robust prohibitions/controls; no known violations by officers/directors .
- Clawback: Enhanced policy adopted effective Oct 2, 2023, aligned with SEC and NASDAQ standards .
- Say-on-Pay: 2024 shareholder support was ~96% in favor, signaling broad investor approval of compensation governance (applies to executives, but reflects governance environment) .
Governance Assessment
- Strengths: Long-tenured independent director with deep regional operating experience; active on Audit Committee and as Vice Chair of the Corporate Risk Committee, supporting financial reporting integrity and enterprise risk oversight . Strong ownership alignment (exceeds director guideline) and equity-heavy director pay mix; robust hedging/pledging and clawback frameworks .
- Watch items: One late Form 4 in 2024 for Mr. Ross (administrative compliance red flag, albeit isolated per disclosure) . Mandatory retirement at 72 suggests a potential refresh/turnover within two years, which may impact continuity on the Audit and Risk committees .
- Conflicts: No Ross-specific related-party transactions disclosed; standing related-party items for other directors are reviewed and deemed arm’s-length under board policy, moderating conflict risk .