H. Gilbert Culbreth, Jr.
SEACOAST BANKING CORP OF FLORIDAAbout H. Gilbert Culbreth, Jr.
Independent director of Seacoast Banking Corporation of Florida; age 79; on the Company board since 2008 and the Bank board since 2006. Career entrepreneur with 40+ years operating auto dealerships in Florida (CEO/Owner, Gilbert Chevrolet Co., Inc.; Owner/Manager, Gilbert Ford) and president of multiple family businesses; designated independent under Nasdaq rules. Current Board committee: Compensation & Governance (Company); also serves on the Bank’s Credit Risk Committee. Qualifications emphasize entrepreneurial management, deep community knowledge, and long-tenured board experience in Seacoast’s markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Lake Financial Corporation | Director | 10 years prior to acquisition by Seacoast in 2006 | Brought community banking insights through merger integration; long-standing local market knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbert Chevrolet Co., Inc. (Okeechobee, FL) | Chief Executive Officer & Owner | 40+ years | Operated automotive retail; local business leadership |
| Gilbert Ford (Okeechobee, FL) | Owner & Manager | Not disclosed | Automotive retail; vehicle supplier in disclosed related-party transaction (see Related Party) |
| Culbreth Realty, Inc. | President | Not disclosed | Real estate brokerage leadership |
| Parrott Investments, Inc. | President | Not disclosed | Holding company leadership |
| Gilbert Cattle Co., LLC | President | Not disclosed | Agricultural operations |
| Grace Marine | President | Not disclosed | Watercraft sales leadership |
| Gilbert Aviation, Inc. | President | Not disclosed | Aircraft sales and service leadership |
| Gilbert Oil Company, LLC | President | Not disclosed | Fuel distribution-related leadership |
| Gilbert Trucking, Inc. | President | Not disclosed | Logistics leadership |
| Florida Council on Economic Education | Former Director | Not disclosed | Community and educational involvement |
| Okeechobee County Board of Realtors | Former Director | Not disclosed | Community leadership |
| Okeechobee Economic Council | Former Director | Not disclosed | Economic development involvement |
| United Way of Okeechobee | Former Director | Not disclosed | Community philanthropy leadership |
Board Governance
- Independence: The Board determined Mr. Culbreth is independent under Nasdaq rules; 75% of the Board met Nasdaq independence criteria in 2024 .
- Committee assignments (Company): Compensation & Governance Committee (CGC) member; CGC met 6 times in 2024 (Chair: Maryann Goebel) .
- Committee assignments (Bank): Bank Credit Risk Committee member (bank-only listing) .
- Attendance/Engagement: Each director attended at least 75% of Board and committee meetings in 2024; the Board held 6 regular and 1 special meeting .
- Lead Independent Director: Christopher E. Fogal; independent directors met in executive session at least twice in 2024 .
- Director stock ownership guideline: 3× annual cash retainer within 4 years; all directors exceed minimum .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (Company Board) | $45,000 | Paid in quarterly installments; directors may elect to receive stock/options in lieu of cash; Mr. Culbreth deferred $45,000 into the Directors’ Deferred Compensation Plan (DDCP) Stock Account in 2024 . |
| Committee chair fees | $0 | Not a chair in 2024 (CGC chair retainer $30,000; other committee chair retainers $25,000) . |
| Lead Independent Director retainer | $0 | LID retainer $35,000 (paid to Mr. Fogal) . |
| Reimbursements | Not disclosed | Directors reimbursed for travel/related expenses (program disclosure) . |
Program context (for 2024): Non-employee directors received cash retainer ($45,000) plus stock award ($87,500); Board approved an additional $25,000 stock grant in Dec 2024 reflecting workload and peer alignment .
Performance Compensation
| Instrument | Grant date | Shares (#) | Grant-date fair value ($) | Vesting/Performance |
|---|---|---|---|---|
| Common stock award | 7/31/2024 | 2,245 | $87,508 | Annual director stock; fully vested by 12/31/2024; no performance conditions . |
| Additional common stock award | 12/10/2024 | 848 | Included in 2024 total stock award value | Fully vested by 12/31/2024; no performance conditions . |
Note: Non-employee director equity consists of vested common stock; no PSUs/RSUs or performance metrics apply to director compensation per program design .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in the 2025 proxy biography for Mr. Culbreth . |
| Big Lake Financial Corporation | Bank (acquired) | Director (past) | Served 10 years prior to Seacoast’s 2006 acquisition . |
| Multiple private family businesses | Private | President/Owner roles | See External Roles; not public companies . |
Expertise & Qualifications
- Entrepreneurial leadership and local market depth from 40+ years operating auto dealerships and multiple businesses in Seacoast’s Florida footprint .
- Community stature through prior service on local economic and non-profit boards; familiarity with customer segments and community banking dynamics .
- Long-tenured Seacoast board member across both Bank and Holding Company, providing institutional continuity .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 102,948 shares; includes 10,000 (IRA), 26,000 (family LLC), 8,200 (family sub-S corp), 1,000 (joint w/children), 10,328 (joint w/spouse) . |
| Ownership % of outstanding | <1% of 85,614,460 shares outstanding as of record date (asterisk denotes less than 1%) . |
| DDCP holdings | 43,606 shares in DDCP; deferred $45,000 cash retainer into DDCP Stock Account in 2024 . |
| Options | 2,142 options exercisable within 60 days of record date . |
| Vested vs unvested | Director stock awards for 2024 were fully vested as of 12/31/2024 . |
| Hedging & pledging | Hedging prohibited; pledging requires pre-approval and is limited; no pledging by Mr. Culbreth disclosed in the proxy . |
| Ownership guideline | Directors required to hold ≥3× annual retainer within 4 years; all directors meet the guideline . |
Related Party Transactions (Conflict Monitoring)
- In 2024 Seacoast purchased a vehicle from Gilbert Ford (owned by Mr. Culbreth) for $120,000; the Audit Committee approved the arrangement under the Related Party Transaction Policy. Terms require ordinary-course, arms-length conditions and compliance with Regulation O and SOX provisions .
- Policy oversight: Audit Committee (all independent) reviews/approves related-party transactions; exclusions include small-dollar transactions and ordinary-course compliant loans .
Say-on-Pay & Shareholder Feedback (Context for CGC member)
- 2024 say-on-pay approval: 97% support, indicating strong prior shareholder alignment .
- 2025 say-on-pay vote: 39,805,760 For vs. 25,425,438 Against; advisory proposal approved but with notably lower support vs. 2024, a governance signal for CGC engagement .
Compensation Committee (CGC) Context
- CGC composition in 2024 included Chair Maryann Goebel, H. Gilbert Culbreth, Jr., Dennis S. Hudson III, and Alvaro J. Monserrat; CGC met six times; committee oversees governance, compensation design, succession planning, human capital, and sustainability .
- The CGC’s compensation consultant (A&M) was determined independent with no conflicts of interest .
Governance Assessment
- Strengths: Independent director with long-standing market and small-business expertise aligned to community banking; satisfies stock ownership guidelines; participates in CGC oversight; Board uses executive sessions and active committee structure for risk and strategy oversight .
- Alignment: Meaningful personal ownership (102,948 shares) including DDCP deferrals indicates skin-in-the-game; director equity is in fully vested common stock (direct exposure to TSR) .
- Watch items / RED FLAGS:
- Related-party exposure: $120,000 vehicle purchase from his dealership; approved by the Audit Committee under the related-party policy. While permissible, continued monitoring for frequency/amounts is warranted to avoid perceived conflicts .
- Say-on-pay momentum: 2025 say-on-pay support decreased vs. 2024; as CGC member, investor outreach and responsiveness to feedback on pay design/outcomes should be a focus area .
- Attendance: Company disclosed each director met at least 75% attendance in 2024 (Board and assigned committees), satisfying minimum expectations .
- Independence and structure: Board remains majority independent; CGC and Audit fully independent; Lead Independent Director framework and executive sessions in place, supporting effective oversight .
Director Compensation Summary (FY2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $45,000 |
| Stock awards (grant-date fair value) | $87,508 |
| Total | $132,508 |
Director Stock Awards Detail (FY2024)
| Grant date | Shares | Grant-date FV ($) |
|---|---|---|
| 7/31/2024 | 2,245 | $87,508 |
| 12/10/2024 | 848 | Included in 2024 total |
Beneficial Ownership Breakdown
| Category | Shares |
|---|---|
| Direct/IRA/Entity (IRA 10,000; family LLC 26,000; family sub-S corp 8,200) | 44,200 |
| Joint (children 1,000; spouse 10,328) | 11,328 |
| DDCP (deferred director stock units) | 43,606 |
| Options exercisable within 60 days | 2,142 |
| Total beneficial ownership | 102,948 |
Notes:
- Ownership as % of outstanding: <1% (of 85,614,460 shares) .
- Section 16(a): Company disclosed certain late Form 4s for executives in 2024; no delinquencies noted for Mr. Culbreth .