Joseph B. Shearouse, III
SEACOAST BANKING CORP OF FLORIDAAbout Joseph B. Shearouse, III
Joseph B. Shearouse, III (age 67) joined the Seacoast Banking Corporation of Florida (“Seacoast”) board in 2023 after serving as a Senior Vice President and Market Executive at Seacoast Bank until July 2023; he previously was Chairman and CEO of First Bank of The Palm Beaches (acquired by Seacoast in 2020). He holds a bachelor’s degree in real estate and insurance from Florida State University and an associate degree in business management from Wofford College . As of the 2024 governance disclosures, he is not classified among independent directors due to recent employment history .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seacoast Bank | Senior Vice President; Market Executive | Until July 2023 | Led business development and market strategy |
| First Bank of The Palm Beaches | Chairman & CEO | 2010–2020 | Led bank until acquisition by Seacoast in 2020 |
| National City Bank | President, Southeast Florida | 2007–2009 | Regional leadership post-acquisition of Fidelity Federal |
| Fidelity Federal Bank & Trust | Exec. VP Corporate Lending and other senior roles | 27 years | Oversaw CRE lending, small business lending, consumer lending, SBA, loan servicing, credit department |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Florida Bankers Association | Board member; “Florida Banker of the Year” 2006 | Two terms on board; industry recognition |
| America’s Community Bankers | Board member | National-level board service |
| Boys and Girls Club of Palm Beach County | Director | Community board service |
| United Way of Palm Beach County | Director | Community board service |
| Palm Health Foundation | Director | Community board service |
| Chamber of Commerce of the Palm Beaches | Director | Community board service |
| Palm Beach Business Development Board | Director | Community board service |
| Economic Council | Director | Community board service |
Board Governance
- Committee memberships: Corporate Development (Company-level) and bank-level Credit Risk and Trust/Wealth committees; no chair roles disclosed for Shearouse .
- Independence: Not listed among independent directors in 2024 disclosures; note he was a Seacoast Bank employee until July 2023, which affects independence classification under Nasdaq rules .
- Attendance: Board held six regular and one special meeting in 2024; all directors attended at least 75% of board and committee meetings on which they served .
- Board leadership and executive sessions: Lead Independent Director is Christopher E. Fogal; independent directors met in executive session twice in 2024, with non-management executive sessions available after regular meetings .
- Director stock ownership policy: Minimum holding of 3x annual retainer within four years; all directors meet or are on track; shares must be retained per policy (75% until target met; 50% for one year post-vesting/exercise) .
Fixed Compensation
| Component | Amount ($) 2024 | Notes |
|---|---|---|
| Cash retainer | $45,000 | Paid quarterly; unchanged vs prior year |
| Committee chair fees | $0 | Not disclosed as a chair in 2024 |
| Lead Independent Director retainer | $0 | Not applicable (Fogal received $35,000) |
| Total fees earned (cash) | $45,000 | As reported |
2025 program change: Added annual committee member retainers (Audit/CGC/ERMC $10,000; ITC $7,500; CDC $5,000). As a CDC member, Shearouse becomes eligible for $5,000 starting in 2025; bank Credit Risk and Trust committee retainers are $5,000 each for members .
Performance Compensation
| Grant Type | Grant Date Value ($) 2024 | Structure | Performance Metrics |
|---|---|---|---|
| Annual director stock award | $87,508 | Common stock, granted after annual meeting; an additional $25,000 stock award approved Dec 2024 (total stock retainer $87,500) | None disclosed for directors; awards are not performance-conditioned |
No director options were elected or granted to Shearouse in 2024; one director elected to take cash compensation in stock under the DDCP, and no director elected options in 2024 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
No other public company directorships are disclosed for Shearouse; external roles are community and industry bodies (see External Roles) .
Expertise & Qualifications
- Deep banking and lending expertise; senior leadership in corporate lending, small business and consumer banking, and credit functions .
- Board skills matrix shows presence across risk management, banking/financial services, executive leadership, legal/regulatory, customer experience, and human capital management, aligning with Seacoast’s strategy and oversight needs .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 40,122 | Includes 40 shares held by spouse |
| % of shares outstanding | <1% | Company footnote indicates “less than 1%” for each director; 85,614,460 shares outstanding |
| Vested/unvested breakdown | Not disclosed | Director holdings not broken down into vested/unvested in proxy table |
| Options held | None disclosed | Aggregate outstanding options are reported for certain directors; Shearouse not listed among holders |
| Ownership guideline status | Meets minimum | All directors meet or are on track to meet 3x retainer guideline with retention requirements |
Insider Trades
| Date (Filing) | Form | Transaction | Shares | Note |
|---|---|---|---|---|
| April 12, 2024 | Form 4 (late) | Tax withholding on vested stock award | 415 | Activity occurred April 1, 2024; reported late on Apr 12, 2024 |
Governance Assessment
- Strengths:
- Extensive credit and lending background with direct experience across risk, SBA, and corporate lending; helpful for CDC and bank-level Credit Risk oversight .
- Ownership alignment via director stock retainer and compliance with stock ownership guidelines; all directors meet policy thresholds .
- Concerns/RED FLAGS:
- Independence classification: Not listed as independent in 2024 disclosures; recent employment (until July 2023) may limit independence under Nasdaq rules, a potential conflict consideration for committee service and board dynamics .
- Late Section 16 Form 4 (minor tax withholding entry); limited impact but indicates an administrative lapse .
- Related-party exposure controls:
- Company has a related party transaction policy; Audit Committee approval required except for certain ordinary-course items. Aggregate insider loans were ~$1.43 million at 12/31/2024, made in the ordinary course under Regulation O, representing ~0.07% of consolidated equity; no unfavorable features reported .
- Director compensation signals:
- 2024 added stock retainer ($87,500 total due to December supplemental grant), modest cash ($45,000), and 2025 introduces committee member retainers—tilts mix toward equity while compensating increased workload. No performance conditions on director equity .
Overall, Shearouse brings substantive credit and banking expertise to CDC and bank Credit Risk/Trust work, but independence classification remains a governance consideration for investor confidence until the three-year cooling-off period from employment is satisfied. Attendance thresholds are met and ownership alignment appears adequate under board policy .