Dennis S. Hudson, III
SEACOAST BANKING CORP OF FLORIDAAbout Dennis S. Hudson, III
Age 69; long-serving Florida banker with deep operator experience at Seacoast. Former CEO (1998–2020), Chairman (since 2005), and Executive Chairman (Jan 1–Dec 31, 2021); at the Bank, former Chairman & CEO (1992–2020). Holds a B.S. in Finance and an MBA from Florida State University. Currently serves on Seacoast’s Board (Class III, term expiring at the 2026 annual meeting). Background includes public company board service and extensive community leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seacoast Banking Corp. of Florida (SBCF) | Chief Executive Officer; Chairman; Executive Chairman | CEO: Jun 1998–Dec 2020; Chairman: since Jul 2005; Executive Chairman: Jan 1–Dec 31, 2021 | Led growth and strategy; institutional investor relationships; governance leadership |
| Seacoast National Bank | Chairman & CEO | 1992–2020 | Oversaw bank operations, credit, and growth |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Chesapeake Utilities Corporation (NYSE: CPK) | Director | Current | Audit Committee member; Governance Committee Chair |
| Community Foundation for Palm Beach & Martin Counties | Director | Current | Community leadership |
| PENN Capital Funds | Independent Director | 2015–2021 | Fund board experience (ended upon sale) |
| Federal Reserve Bank of Atlanta – Miami Branch | Director | 2005–2010 | Regional economic/policy oversight |
Board Governance
- Committee memberships (company/bank): Corporate Development Committee (Company); Compensation & Governance Committee (CGC); Chair, Bank Credit Risk Committee. The 2025 proxy lists him on CGC (committee report signatories) and chairing Bank Credit Risk; the board committee matrix shows him on Corporate Development.
- Independence: The company reports eight independent directors in 2024 and does not list Hudson among them (i.e., treated as non-independent in 2024). CGC and Audit are described as comprised entirely of independent directors, and the CGC report includes Hudson; investors may wish to clarify with IR given this inconsistency.
- Board class/term: Class III; term expires at 2026 annual meeting.
- Attendance: The Board held six regular and one special meeting in 2024; each director attended at least 75% of Board and committee meetings on which they served.
- Lead Independent Director: Christopher E. Fogal; independent directors held two executive sessions in 2024.
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $70,000 [includes $45,000 annual cash retainer + applicable chair retainer] | $87,508 | $157,508 |
Stock award detail (fully vested as of 12/31/2024):
| Grant Date | Shares Granted | Notes |
|---|---|---|
| 2024-07-31 | 2,245 | Standard annual grant component (part of $87,500 2024 stock retainer) |
| 2024-12-10 | 848 | Additional $25,000 stock retainer approved Dec 2024 |
Program structure (2024): Cash retainer $45,000; annual stock award $87,500 (comprised of $62,500 post-meeting grant plus an additional $25,000 in Dec 2024); Committee chair retainer $25,000 (CGC chair $30,000); Lead Independent Director retainer $35,000. Beginning 2025, additional cash retainers for committee membership (Audit/CGC/ERMC $10,000; ITC $7,500; CDC $5,000).
Performance Compensation
- Non-employee director pay at Seacoast is not performance-based; there are no PSU/option grants tied to performance for directors in 2024. No director elected stock options for 2024 cash retainer; option figures shown for Hudson represent legacy awards from prior executive service.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Chesapeake Utilities (CPK) | Director | Audit; Governance Chair | No disclosed interlocks with Seacoast competitors/customers; governance expertise transfer. |
Expertise & Qualifications
- Former CEO/Chairman with unique knowledge of Seacoast’s operations, investor relations and governance practices; extensive financial services experience; strong community stature.
- Board skills matrix indicates experience across banking, finance, executive leadership, governance, risk management, legal/regulatory and human capital.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 512,636 shares | <1% of outstanding shares |
| Of which: Options exercisable within 60 days | 133,300 | Legacy options from prior officer service |
| Sherwood Partners Ltd. (GP: Hudson) | 51,416 | Sole voting/investment power as GP |
| Joint with spouse | 18,104 | Shared voting/investment power |
| Retirement Savings Plan | 33,403 | Plan holdings |
| Spouse’s shares | 21,867 | May be deemed shared power |
| IRA | 9,356 | Individual retirement account |
Additional ownership/insider activity:
- Late Form 4 filing on Apr 12, 2024 reported tax withholding of 998 shares upon vesting (administrative timing issue disclosed).
- Hedging & pledging policy: hedging prohibited; pledging requires pre-approval and is limited to $250,000. No pledging by Hudson disclosed.
- Director stock ownership guideline: 3x annual retainer; all non-employee directors have met or are on track to meet targets.
Related-Party & Conflicts
- Related Party Transaction Policy requires Audit Committee approval for related-party transactions; outlines exemptions and Regulation O compliance for insider loans.
- Aggregate insider loans outstanding as of Dec 31, 2024: ~$1,430,696; unfunded commitments: ~$1,269,626. These were on market terms and within regulatory limits. No Hudson-specific related-party transactions were disclosed.
- 2024 disclosed RPT example: vehicle purchase from a director-owned dealership (not Hudson); Audit Committee approved.
Governance Assessment
- Strengths
- Significant “skin-in-the-game” through substantial share ownership and legacy options; aligns incentives with long-term value creation.
- Brings deep banking, risk and governance expertise; chairs Bank Credit Risk Committee; active on Corporate Development and (per CGC report) CGC.
- Director ownership guidelines, clawback, and hedging/pledging policies support alignment and risk mitigation.
- Watch items / potential RED FLAGS
- Independence status: 2024 independence roster does not include Hudson, yet CGC report lists him as a CGC member and committees are described as independent-only. Investors may seek clarification on formal independence status and CGC composition to ensure compliance optics.
- Long tenure and prior CEO/chair roles can raise concerns about board refresh and independence of oversight; balanced by presence of a Lead Independent Director and regular executive sessions.
- Minor administrative issue: one late Form 4 filing in 2024 related to tax withholding on vesting.
Context: Say-on-pay support was 97% at the 2024 annual meeting, indicating broad shareholder approval of compensation practices, though this is focused on executive pay rather than director pay.