Christopher E. Fogal
SEACOAST BANKING CORP OF FLORIDAAbout Christopher E. Fogal
Independent director and Lead Independent Director at Seacoast Banking Corporation of Florida. Age 73; director since 1997 at both the holding company and the Bank. Retired CPA, partner emeritus at Carr, Riggs & Ingram; formerly principal at Proctor, Crook, Crowder & Fogal and managing partner at Fogal & Associates. Education: B.S. in Accounting (New York Institute of Technology) and master’s degree (Liberty University). Designated Audit Committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carr, Riggs & Ingram, LLC | Partner Emeritus | Post-2017 | National top-25 audit firm; finance and governance expertise |
| Proctor, Crook, Crowder & Fogal, P.A. | Principal | 2009–2017 | BDO affiliate; merged into CRI in 2017 |
| Fogal & Associates | Managing Partner | 1979–2009 | Led firm operations; accounting control expertise |
| Port St. Lucie National Bank | Director | Pre-1996 | Board service prior to Seacoast’s acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Lucie County Economic Development Council | Past Chairman | n/a | Community economic development |
| Treasure Coast Private Industry Council | Past Chairman | n/a | Workforce development |
| St. Lucie County Chamber of Commerce | Past President | n/a | Community leadership |
| AICPA; FICPA | Member (past) | n/a | Professional standards and ethics |
Board Governance
- Independence: Determined independent under Nasdaq rules; one of eight independent directors; re-elected Lead Independent Director January 2025 .
- Committees: Audit Committee member (financial expert), Information Technology Committee member; also serves on Bank Trust Committee (subsidiary) .
- Attendance: Board held 6 regular and 1 special meeting in 2024; all directors attended ≥75% of Board/committee meetings where they served .
- Executive sessions: Independent directors met twice in executive session in 2024; Lead Independent Director presides and sets agenda .
| Governance Element | Status / Details |
|---|---|
| Independence | Independent director; Lead Independent Director |
| Committee Assignments | Audit; Information Technology; Bank Trust (subsidiary) |
| Financial Expert | Audit Committee financial expert designation |
| Attendance | ≥75% threshold met (Board-wide) |
| Executive Sessions | 2 in 2024; led by Lead Independent Director |
| Stock Ownership Guidelines | 3× annual retainer; directors have met or are on track |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires approval and limited to $250,000 |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned/Paid in Cash | $80,000 (includes $35,000 Lead Independent Director retainer) |
| Annual Director Stock Retainer | $87,508 (grant-date fair value; total for 2024) |
| Option Awards (2024 elections) | $0 (no options elected as compensation in 2024) |
| Total 2024 Director Compensation | $167,508 |
| 2025 Committee Member Retainers | Audit $10,000; ITC $7,500 (paid to members) |
Notes:
- Non-employee directors receive a base cash retainer ($45,000), plus role-based retainers (Lead Independent Director $35,000) and an annual stock grant (standard $62,500; an additional $25,000 approved in Dec. 2024 for workload/peer alignment) . Fogal’s 2024 cash total reflects the role-based LID retainer .
Performance Compensation
| Equity Grant | Grant Date | Shares | Vesting / Terms | Grant-Date Value |
|---|---|---|---|---|
| Annual stock award | 7/31/2024 | 2,245 | Fully vested; director retainer shares | $87,508 (aggregate, including Dec. grant) |
| Additional stock award | 12/10/2024 | 848 | Fully vested; workload/peer alignment | Included in above |
Notes:
- Director equity is retainer-based, not performance-conditioned; grants in 2024 were fully vested at issuance . No performance metrics apply to director stock awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Port St. Lucie National Bank (pre-acquisition) |
| Auditor/consultant interlocks | None disclosed; Company’s auditor is Crowe LLP (not CRI) |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- CPA; Audit/Accounting/Finance, Banking/Financial Services, Executive Leadership, Corporate Governance, Risk Management, Cyber/Information Security exposure through ITC .
- Local market stature and community leadership credentials; long-tenured knowledge of Seacoast and Florida banking markets .
Equity Ownership
| Ownership Component | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 60,810 | <1% of outstanding |
| Joint with spouse | 6,875 | Shared voting/investment power |
| Spouse-held | 4,688 | Deemed shared power |
| Directors’ Deferred Compensation Plan | 29,748 | Deferred; no voting/dispositive power until distribution |
| Options exercisable within 60 days | 8,138 | Held; outstanding options at year-end |
| Ownership guideline compliance | Directors met or on track (3× retainer) | |
| Pledging/Hedging | Hedging prohibited; pledging restricted/subject to approval |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep audit and finance expertise; formally designated Audit Committee financial expert, reinforcing robust financial oversight .
- Lead Independent Director since 2018; re-elected in 2025, presiding over executive sessions—supports board independence and accountability .
- Active on Audit and IT Committees, aligning with risk, controls, and cybersecurity governance priorities .
- Ownership alignment via stock retainer and guidelines; meaningful deferred stock holdings; options outstanding modest relative to total shares .
-
Potential Risks/RED FLAGS:
- Insider lending exists in aggregate (approx. $1.43 million outstanding to directors/executives and related parties, with $1.27 million unfunded commitments), though loans are stated to be on market terms and compliant with Regulation O; no Fogal-specific loans disclosed .
- Related party policy is in place; only disclosed board-level related party transaction in 2024 was a vehicle purchase from another director’s company (Audit Committee approved), none involving Fogal . No Section 16(a) delinquency disclosed for Fogal in 2024 .
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Implications:
- Fogal’s finance and risk oversight roles, coupled with the LID position, are positive signals for board effectiveness and investor confidence.
- Lack of other public company board commitments reduces interlock/conflict risk; continued compliance with ownership and anti-hedging/pledging policies aligns incentives with long-term shareholders .