Dennis J. Arczynski
SEACOAST BANKING CORP OF FLORIDAAbout Dennis J. Arczynski
Dennis J. Arczynski, age 73, is an independent director of Seacoast Banking Corporation of Florida (SBCF) since 2013 and has served on the Bank’s board since 2007. He spent 33 years at the U.S. Office of the Comptroller of the Currency (OCC) in examiner and managerial roles, and since 2007 has worked as a risk management, corporate governance, regulatory affairs, and banking consultant. He holds a B.S. in Finance from the University of Maryland and a Master’s degree from Johns Hopkins University; core credentials include enterprise risk management, governance, regulatory expertise, trust operations, and BSA/AML/OFAC oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. OCC | National Bank Examiner; supervised large mid-size/community banks and trust companies; led risk assessment, BSA/AML reviews; developed enforcement actions | 33 years, through 2007 | Shaped OCC supervisory initiatives, interagency relations, regulations, examiner handbooks |
| U.S. OCC | Assistant Director – Trust Operations; Special Assistant to Senior Deputy Comptroller (FFIEC Liaison); Associate Director – Financial Management (Systems & Review); Field Office Manager – Miami | Included in 33-year OCC tenure | Formation of national policies/programs; regulatory drafting; field leadership |
| Independent Consultant | Risk management, corporate governance, regulatory affairs and banking consultant | Since 2007 | Advises on enterprise risk and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | Arczynski serves on 0 other public company boards |
| Consulting practice | Principal | Since 2007 | Risk/governance/regulatory consulting |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (Class II nominee) |
| Board attendance | Met at least the 75% attendance threshold across Board/committees in 2024 |
| Years of service | Company director since 2013; Bank director since 2007 |
| Lead independent director | Not LID; LID is Christopher E. Fogal (re-elected Jan 2025) |
| Executive sessions | Independent directors held two executive sessions in 2024 |
| Committees (2024) | Audit (member), Corporate Development (member), Information Technology (member), Enterprise Risk Management (Chair) |
| Committee meetings (2024) | Audit 8; CGC 6; CDC 4; ERMC 4; ITC 4 (committee totals) |
| Board governance framework | Majority-independent Board; five standing committees; director stock ownership policy; hedging/pledging prohibitions |
Fixed Compensation
| Component (Non-employee director program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $45,000 | Paid quarterly; may elect stock or options in lieu (options up to 30%) |
| Committee chair retainer (non-CGC) | $25,000 | Arczynski’s 2024 cash includes chair pay |
| CGC chair retainer | $30,000 | — |
| Lead independent director retainer | $35,000 | Paid to Fogal (not Arczynski) |
| Arczynski – Fees earned (cash) 2024 | $70,000 | Includes $25,000 chair retainer for ERMC |
| Committee member retainers (2025) | Audit/CGC/ERMC: $10,000; ITC: $7,500; CDC: $5,000 | Program addition for 2025 |
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Vesting Status | Grant Date Fair Value |
|---|---|---|---|---|
| Director stock award | 7/31/2024 | 2,245 | Fully vested by 12/31/2024 | Part of $87,508 total |
| Additional stock award (workload alignment) | 12/10/2024 | 848 | Fully vested by 12/31/2024 | Part of $87,508 total |
| Arczynski – Stock awards total (2024) | — | 3,093 | Fully vested | $87,508 |
| Stock options – outstanding | — | 5,561 (exercisable) | Outstanding as of 12/31/2024 | — |
Notes:
- Director equity comp is granted as common stock; 2024 awards fully vested. No performance metrics (e.g., EPS/ROATE) are tied to director equity grants; the December 2024 add-on increased the stock retainer to $87,500 to reflect workload alignment with peers .
Other Directorships & Interlocks
- Other public company boards: 0 .
- Related-party transactions: No Arczynski-specific transactions disclosed. A board-approved vehicle purchase from a fellow director’s dealership ($120,000 to Gilbert Ford in 2024) was approved by the Audit Committee and disclosed under the Related Party Transactions policy .
- Insider lending: Aggregate loans to directors/executives were ~$1.43 million outstanding and ~$1.27 million unfunded commitments at 12/31/2024, made in the ordinary course on Regulation O-compliant terms; no unfavorable features disclosed .
Expertise & Qualifications
- Enterprise risk management, BSA/AML/OFAC, trust operations, and regulatory governance expertise; deep OCC experience spans policy formation, interagency coordination, and supervisory programs .
- Board skills matrix indicates proficiency across audit/accounting/finance, banking/financial services, executive leadership, corporate governance, legal/regulatory affairs, risk management, human capital management, digitalization/business intelligence, and customer experience .
Equity Ownership
| Category | Shares (#) | Notes |
|---|---|---|
| Total beneficial ownership | 66,634 | Less than 1% of outstanding shares |
| LLC holdings | 11,098 | Sole voting/investment power |
| SEP-IRA | 3,000 | Sole voting/investment power |
| Joint holdings with spouse | 9,110 | Shared voting/investment power |
| Directors’ Deferred Compensation Plan (DDCP) | 36,865 | No voting/dispositive power; equity deferrals |
| Options exercisable within 60 days | 5,561 | Included in beneficial ownership per SEC rules |
| Stock ownership guidelines | Min. 3x annual retainer; must retain 75% of shares until target, then 50% for one year post-vesting/exercise | |
| Compliance status | All directors meet or are above minimum stock requirement | |
| Hedging/pledging | Hedging prohibited; pledging requires pre-approval and is limited to reasonable purposes and ≤$250,000 collateral value |
Governance Assessment
- Board effectiveness: As ERMC Chair and Audit Committee member, Arczynski anchors risk oversight and financial discipline—consistent with his OCC background—supporting robust strategic risk management and regulatory compliance .
- Independence/attendance: Independent with at least 75% attendance; executive sessions held twice in 2024 reinforce non-management oversight .
- Alignment: Strong stock ownership via DDCP and fully vested annual equity grants; director stock ownership policy strengthens alignment with shareholders .
- Compensation: 2024 director pay mix is modest cash plus equity ($70,000 cash; $87,508 stock), with chair retainer recognizing added responsibilities; 2025 committee member retainers further formalize workload recognition .
- Conflicts/related-party exposure: No Arczynski-specific related-party transactions disclosed; aggregate insider lending is small and Regulation O-compliant; hedging prohibited and pledging tightly controlled—no pledging by Arczynski disclosed .
- Shareholder signals: Say-on-pay support at 97% in 2024 suggests investor confidence in compensation governance; overall director election support comparable to prior year .
RED FLAGS: None specific to Arczynski identified. Monitor cumulative committee workload (ERMC chair plus Audit/CDC/ITC) and ensure sustained engagement; lack of other public board service reduces overboarding risk .