Charles M. Shaffer

About Charles M. Shaffer

Charles M. “Chuck” Shaffer, 51, is Chairman and CEO of Seacoast Banking Corporation of Florida (SBCF), and has served on the board since January 2021; he previously held roles including President (June 2020), COO, CFO, Community Banking Executive, and Controller over a 27-year tenure at Seacoast . He is a CPA (Florida) with an MBA from the University of Central Florida, BS in Finance (FSU), BA in Accounting (FAU), and completed Wharton’s Advanced Management Program; external board affiliations include Mid-size Bank Coalition of America, Florida Bankers Association, United Way of Martin County, and Armellini Express Lines . Company performance in 2024: net income $120.986 million, Adjusted ROATE 11.25%, Adjusted EPS growth −15.07%, with a five-year Pay-vs-Performance panel showing 2024 TSR of $91.72 vs peer group $137.17; Tier 1 capital stood at 14.8% per CEO letter .

Past Roles

Organization	Role	Years	Strategic Impact
Seacoast Banking Corp. of Florida	Chairman (appointed Feb 2022) and CEO/Director (Jan 2021–present)	2021–present	Leads strategy, risk oversight via board service; combined CEO/Chair role with lead independent director structure
Seacoast Banking Corp. of Florida	President	Jun 2020–Dec 2020	Oversaw corporate development and operations
Seacoast Banking Corp. of Florida	Chief Operating Officer	May 2019–Jun 2020	Modernization and operational scaling
Seacoast Banking Corp. of Florida	Chief Financial Officer	Jan 2017–May 2019	Finance leadership; capital and reporting
Seacoast Banking Corp. of Florida	Community Banking Executive; Controller	2005–2013 (Controller); 2013–2017 (Community Banking)	Franchise growth, regional leadership

External Roles

Organization	Role	Years	Notes
Mid-size Bank Coalition of America	Board Member	Current	Industry advocacy
Florida Bankers Association	Board Member	Current	Industry engagement
United Way of Martin County	Board Member	Current	Community service
Armellini Express Lines	Board Member	Current	Private logistics board service

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	690,000	886,500	959,625
Annualized Base Salary (policy reference) ($)	942,000	965,500	965,500
All Other Compensation ($)	55,100	32,741	61,381
Components of “All Other” (2024)			Company 401(k) contrib $13,800; LTD insurance $518; Car allowance $9,000; Dividends $38,063

Performance Compensation

Short-Term Incentive (STI)	Target	Actual Payout	Structure
2024 STI (paid Mar/Apr 2025)	$965,500	$1,206,875	Quantitative metrics equally weighted: ROATA, gross primary customer acquisition, EPS; qualitative ±15% overlay; Committee approved 125% payout

Long-Term Incentive (LTI)	Metric	Weighting	Performance Period	Vesting	Payout Range
PSUs (2024 grant)	Relative Avg Annual EPS Growth	50%	2024–2026	Dec 31, 2027 (with 1-year service post-period)	0–225% of target; capped at target if absolute hurdles not met; Tier 1 capital maintenance required
PSUs (2024 grant)	Relative Avg Annual ROATE	50%	2024–2026	Dec 31, 2027	0–225%; same conditions
RSAs (2024 grant)	Time-based	25% of LTI	N/A	3-year ratable (2025–2027)	N/A

2024 Grants (Shaffer)	PSUs Target (#)	PSUs Max (#)	RSAs (#)	Grant Date Fair Value ($)
April 1, 2024	45,435	102,229	15,145	PSU $1,124,971; RSA $374,990

Equity Ownership & Alignment

Beneficial Ownership	Shares	% of Outstanding
Common shares beneficially owned (incl. plans/options exercisable within 60 days)	203,094	<1% (out of 85,614,460 shares)

Outstanding Awards (as of 12/31/2024)	Count	Market Value ($27.53/sh)	Vest/Expiry
Options (exercisable) $28.69 exp 4/1/2027	28,544	Out of the money at $27.53
Options (exercisable) $31.15 exp 4/1/2028	18,952	Out of the money at $27.53
RSAs (2022 grant) unvested	1,782	$49,058	Vest 4/1/2025
RSAs (2023 grant) unvested	8,507	$234,198	Ratable 4/1/2025 & 4/1/2026
RSAs (2024 grant) unvested	49,005	$1,349,108	Ratable 4/1/2025–2027
PSUs (2022 grant) unearned	15,725	$432,909	Perf period ended 12/31/2024; service to 12/31/2025
PSUs (2023 grant) unearned	38,087	$1,048,535	Perf period ends 12/31/2025; service to 12/31/2026
PSUs (2024 grant) unearned	45,435	$1,250,826	Perf period ends 12/31/2026; service to 12/31/2027

Stock ownership guidelines: CEO must hold 5× base salary; required to retain 75% of net shares until target met, and 50% of net shares for one year post vest/exercise; all NEOs and directors are on track to meet guidelines .
Hedging prohibited; pledging requires advance approval, limited to reasonable purposes and capped at $250,000; no pledging by Shaffer disclosed in proxy .
Section 16: company noted a late Form 4 for Shaffer on April 12, 2024 for RSA acquisition and tax withholding on vested awards (non-open-market) .

Employment Terms

Term	Details
Employment Agreement	Effective Jan 1, 2021; initial term through Dec 31, 2023 with automatic one-year renewals; role as President/CEO and board member; includes non-competition, non-disclosure and non-solicitation covenants .
Severance (no CIC)	If resignation for “good reason” or terminated “without cause”: 2× (base salary + highest bonus of prior 3 years) paid over 24 months; 2 years of continuing benefits; subject to release .
Severance (post-CIC)	If resignation for “good reason” or termination “without cause” within 12 months of CIC: 3× (base salary + average bonus) paid in lump sum; 36 months of continuing benefits; subject to release .
Clawback	Compensation recoupment policy compliant with SEC/Nasdaq; incentive recoupment on restatements .
SERP	CEO-only SERP (12/10/2021): at normal retirement (age 67), $350,000/year for 20 years; lump sum present value upon death/CIC; disability or early termination formulas; forfeiture if non-compete/non-solicit/confidentiality breached .
Potential Payments (as of 12/31/2024)	See table below .

Scenario (Shaffer)	Severance Term	Cash Severance ($)	Other Benefits ($)	Immediate Vesting of Equity ($)	Total ($)
Termination w/o cause or good reason (no CIC)	2 yrs	4,169,917	3,036	—	4,172,953
Death	2 yrs	6,042,672	3,036	4,364,634	10,410,342
Disability	2 yrs	2,038,414	3,036	4,364,634	6,406,084
Termination w/o cause or good reason (post-CIC)	3 yrs	7,694,416	4,554	4,364,634	12,063,604
CIC (awards not assumed)	—	1,600,661	—	4,364,634	5,965,295
CIC (awards assumed)	—	1,600,661	—	—	1,600,661

Board Governance

Dual role: Shaffer is Chairman and CEO; board reports 9 of 12 directors are independent; Audit and Compensation & Governance committees are fully independent; a Lead Independent Director (re-elected Jan 2025, Christopher E. Fogal) chairs executive sessions, with independent directors meeting twice in 2024 .
Committee roles: Shaffer serves on the Corporate Development and Bank Credit Risk committees of the Company/Bank .
Board attendance: 2024 included six regular and one special meeting; all directors attended at least 75% of board and committee meetings; five of eleven attended the 2024 annual meeting .
Director compensation: executive officers who are directors do not receive additional fees for board service .

Compensation Peer Group and Say-on-Pay

Peer group: mid-sized publicly traded banks ($13–$50B assets) including ABCB, AUB, CVBF, EFSC, FBNC, FFIN, BUSE, FIBK, HOMB, INDB, PPBI, RNST, SFBS, SFNC, TOWN, TRMK, UCB, WSBC, WSFS; IBTX removed due to announced acquisition .
Design priorities include pay-for-performance, PSU-heavy LTI (75%), risk constraints (Tier 1 capital threshold, holding requirements), and prohibitions (no option repricing, no excise tax gross-ups, no single-trigger equity vesting on CIC) .

Performance & Track Record

Metric	2020	2021	2022	2023	2024
Net Income ($mm)	77.76	124.40	106.51	104.03	120.99
Adjusted EPS Growth (%)	−17.92	43.04	−10.17	−13.42	−15.07
Adjusted ROATE (%)	10.93	13.97	12.86	12.80	11.25
TSR ($100 initial)	90.62	127.96	120.74	128.99	137.17 (Peer) / 91.72 (SBCF)

2024 CEO letter cites Tier 1 capital ratio of 14.8% and a pivot back to growth with record Q4 loan production and announced acquisition of Heartland National Bank (expected close Q3 2025) .

Equity Vesting Calendar (Selling Pressure Signals)

RSAs: 2022 tranche vest 4/1/2025; 2023 tranches vest 4/1/2025 and 4/1/2026; 2024 tranches vest 4/1/2025, 4/1/2026, 4/1/2027 .
PSUs: 2022 performance ended 12/31/2024, service requirement through 12/31/2025; 2023 through 12/31/2026; 2024 through 12/31/2027; dividend equivalents accrue but pay only upon vesting .
Mandatory holding: 50% of net shares from RSA/PSU vesting must be held for 12 months, reducing near-term selling capacity; options currently out-of-the-money at 12/31/2024 ($27.53 vs $28.69/$31.15 strikes) .

Risk Indicators & Red Flags

Combined Chair/CEO mitigated by Lead Independent Director, independent committees, and regular executive sessions .
Clawback policy enforced per SEC/Nasdaq; hedging prohibited; pledging limited and requires approval; no repricing; no excise tax gross-ups; no single-trigger vesting on CIC if awards are assumed .
Related-party transactions oversight via Audit Committee; specific 2024 transaction pertains to a director’s auto dealership; loans to insiders are small relative to equity and follow Regulation O .
Section 16 late filings noted (including Shaffer’s April 2024 RSA/tax withholding) but no SEC investigations disclosed .

Compensation Committee & Governance Quality

Compensation & Governance Committee comprised of independent directors; uses Alvarez & Marsal as independent consultant; peer-driven benchmarking without fixed percentile targets; emphasizes PSU-heavy LTI and risk-linked conditions (Tier 1 capital) .
Say-on-Pay approval at 97% in 2024, suggesting shareholder alignment on design and outcomes .

Investment Implications

Pay-for-performance linkage is strong: STI tied to ROATA/Customer Acquisition/EPS; LTI PSUs tied to multi-year relative EPS and ROATE with risk guardrails (Tier 1 capital cap), indicating high alignment but also potential for lower payouts if absolute performance lags peers (notably 2024 Adjusted EPS growth was negative) .
Near-term insider selling pressure likely limited: mandatory 12-month post-vest holding of 50% net shares and options out-of-the-money decrease discretionary selling; however, watch RSA vests around April 1 each year and PSU settlements at year-end service triggers (Dec 31) for tax-withholding activity .
Retention and change-of-control economics: CEO severance at 2× (no CIC) and 3× (post-CIC) plus equity acceleration if awards not assumed could represent material cash outflows in a sale scenario; investors should factor potential dilution/overhang from Incentive Plan share increases and CIC provisions .
Governance mitigants (Lead Independent Director; independent committees; clawback; no gross-ups) offset combined Chair/CEO concerns; strong Say-on-Pay support reduces risk of shareholder backlash on compensation .