Austen D. Carroll

About Austen D. Carroll

Executive Vice President and Chief Lending Officer (CLO) of Seacoast Banking Corporation of Florida; age 47; tenure 4 years; education includes Louisiana State University Graduate School of Banking and B.S. from Valdosta State University; prior roles at Ameris Bank (Chief Banking Officer; Regional/Market President) and Darby Bank (credit/special assets) . Company performance context: 2024 net income of $121.0 million ($1.42 diluted EPS) and Tier 1 Capital ratio of 14.8%; loan growth returned to high-single digits by Q3 2024 with record loan production in Q4 2024, underpinning incentive outcomes for senior executives .

Past Roles

Organization	Role	Years	Strategic Impact
Ameris Bank	Chief Banking Officer	Dec 2018–Jul 2020	Led commercial and business banking; built regional teams across Southeast U.S.
Ameris Bank	Regional and Market President	2008–2018	Grew middle-market presence across key Florida/Georgia markets
Darby Bank	Credit and Special Assets	2004–2008	Managed credit/workouts; strengthened risk discipline

External Roles

No public-company directorships or external board roles disclosed for Carroll in SBCF’s proxy materials .

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	$475,000	$500,000	2024 +5% YoY aligned with scope
Car Allowance ($)	$7,800	$7,800	Per proxy “All Other Compensation” tables
Retirement Savings Plan Contribution ($)	$13,200	$13,800	Company-paid
Supplemental LTD Insurance ($)	$1,095	$504	Company-paid
Dividends Paid on Vested Awards ($)	$2,051	$15,938	Dividends on vested RSAs/PSUs
Total Other Compensation ($)	$24,146	$38,042	Sum per proxy tables

Performance Compensation

Annual Short-Term Incentive (STI) – 2024 Performance, paid 2025 (cash)

Metric	Weighting	Target	Actual/Payout	Vesting
ROATA	1/3	Company-set	Included in 125% payout determination	Cash paid Apr 2025
Customer Acquisition	1/3	Company-set	Included in 125% payout determination	Cash paid Apr 2025
EPS	1/3	Company-set	Included in 125% payout determination	Cash paid Apr 2025
Overall STI ($)	—	$375,000	$469,000 (125%)	Cash paid Apr 2025

STI target as a % of base salary: $375,000 ÷ $500,000 = 75% (derived from disclosed values) .

Long-Term Incentive (LTI) – PSUs and RSAs

Grant Year	Instrument	Target Shares	Payout Range	Performance Metrics	Vesting
2024	PSUs	15,902	0–225% of target	Relative 3-yr Avg Annual EPS Growth (50%); Relative 3-yr Avg Annual ROATE (50%); Tier 1 capital compliance gate	Earn over 2024–2026; shares vest 12/31/2027 (1-yr service post-period)
2024	RSAs	5,300	N/A	Time-based; recognition of prior-year scorecard	Ratable over 3 yrs (2025/2026/2027)
2023	PSUs	15,869	0–225% of target	Relative 3-yr Avg Annual EPS Growth (50%); Relative 3-yr Avg Annual ROATE (50%); Tier 1 capital compliance gate	Earn over 2023–2025; vest 12/31/2026 (1-yr service post-period)
2023	RSAs	5,290	N/A	Time-based; recognition of prior-year scorecard	Ratable over 3 yrs (2024/2025/2026)

Grant-date fair values for Carroll: 2024 PSUs $393,734; 2024 RSAs $131,228 . 2023 PSUs $374,984; 2023 RSAs $125,003 .

Equity Ownership & Alignment

Item	Value
Beneficial Ownership (shares)	27,784 (as of 3/24/2025 record date)
Shares Outstanding	85,614,460
Ownership as % of Outstanding	~0.032% (27,784 ÷ 85,614,460) (derived from disclosed values)
Stock Ownership Guidelines	3x annual base salary for senior executives; 75% net shares held until target met; 50% net shares post-vest hold for 1 year
Compliance Status	All NEOs have met or are on track to meet targets
Hedging/Pledging Policy	Hedging prohibited; pledging requires pre-approval and limited to “reasonable purposes” up to $250,000

Vested vs. Unvested/Unearned (12/31/2024):

Unvested RSAs: 1,238 (4/1/2022 grant remaining), 3,545 (4/1/2023 grant), 18,779 (4/1/2024 grant); Market values: $34,082; $97,594; $516,986 (stock price $27.53) .
Unearned PSUs: 10,920 (2022 grant; perf ends 12/31/2024; service through 12/31/2025), 15,869 (2023 grant; perf ends 12/31/2025; service through 12/31/2026), 15,902 (2024 grant; perf ends 12/31/2026; service through 12/31/2027); Market/payout values shown at target for disclosure purposes: $300,628; $436,874; $437,782 .
Stock options: No options listed for Carroll; other NEOs hold legacy options .

Section 16 Note: Late Form 4 (filed 4/12/2024, amended 4/19/2024) reporting acquisition of 18,779 RSAs and tax withholding of 872 shares on 4/1/2024 .

Employment Terms

Term	Details
Agreement	Amended employment agreement dated 12/15/2023; two-year term with auto one-year renewal; CLO role; includes non-compete, non-disclosure, non-solicit covenants
Base/Benefits	Base salary, medical/LTD/life insurance per senior management plans, car allowance; eligible for bonuses and benefit plans
Termination (Pre-CIC)	If resigns for “Good Reason” or terminated “Without Cause”: Accrued Obligations + severance equal to 1x base salary (paid over 12 months) + 1x average annual performance bonus for last two full fiscal years (paid over 12 months) + 1 year of continued benefits
Termination (Post-CIC, double-trigger)	If within 12 months following CIC and resigns for “Good Reason” or terminated “Without Cause”: Accrued Obligations + severance equal to 2x base salary + 2x average annual performance bonus (lump sum) + 18 months continued benefits
Clawback	Incentive compensation subject to clawback per NASDAQ-compliant Recoupment Policy
Hedging/Pledging	Hedging prohibited; pledging requires pre-approval and is limited

2024 Other Potential Post-Employment Payments (as of 12/31/2024, stock at $27.53):

Scenario	Cash Severance ($)	Benefits ($)	Immediate Vesting of Outstanding Stock Awards ($)	Total ($)
Termination w/o Cause or for Good Reason (Pre-CIC)	$901,375	$504	—	$901,879
Death/Disability	$469,000	—	$1,823,945	$2,292,945
Termination w/o Cause or for Good Reason (Post-CIC)	$1,802,750	$756	$1,823,945	$3,627,451
CIC (award not assumed)	—	—	$1,823,945	$1,823,945
CIC (award assumed)	—	—	—	—

2023 Other Potential Post-Employment Payments (as of 12/31/2023, stock at $28.46):

Scenario	Cash Severance ($)	Benefits ($)	Immediate Vesting of Outstanding Stock Awards ($)	Total ($)
Termination w/o Cause or for Good Reason (Pre-CIC)	$881,875	$2,195	—	$884,070
Death/Disability	$333,750	—	$1,145,060	$1,478,810
Termination w/o Cause or for Good Reason (Post-CIC)	$1,763,750	$3,293	$1,145,060	$2,912,103
CIC (award not assumed)	—	—	$1,145,060	$1,145,060
CIC (award assumed)	—	—	—	—

Investment Implications

Pay-for-performance alignment: Carroll’s 2024 STI paid at 125% on quantitative ROATA/customer acquisition/EPS with equal weights and qualitative overlay; LTI heavily weighted to PSUs (75% of LTI) on relative EPS and ROATE with Tier 1 capital gate—supportive of shareholder-aligned outcomes and capital discipline .
Near-term vesting/selling pressure: Unvested RSAs scheduled to vest on 4/1/2025 (2022 residual 1,238 shares; 2023 tranche one-third; 2024 tranche one-third), creating potential taxable events and net-share sales/withholding similar to 872 shares withheld in April 2024; monitor Form 4s around April vesting dates .
Ownership alignment vs float: Direct beneficial ownership is small relative to outstanding shares (~0.032%), but mandatory post-vest holding (50% of net shares for 12 months) and 3x salary ownership guidelines provide structured alignment; pledging is constrained (pre-approval; cap $250k) .
Retention and CIC economics: Double-trigger CIC terms (2x salary + 2x average bonus + benefits) plus equity acceleration under certain scenarios balance retention with acceptable shareholder protections; no excise tax gross-ups and clawback policy reduce governance risk .
Execution track record: Carroll’s contributions include building middle market teams (Miami/Tampa), talent acquisition, and treasury management product enhancements—key levers for loan growth and commercial franchise scaling; these support long-term PSU metrics tied to EPS and ROATE relative to peers .

Additional references: 2024 pay outcomes and LTI values for all NEOs ; 2024/2023 grant details and fair values ; outstanding awards and vesting schedules ; hedging/pledging and clawback policies ; say-on-pay approval 97% in 2024 .