Joseph M. Forlenza

About Joseph M. Forlenza

Executive Vice President and Chief Risk Officer at Seacoast Banking Corporation of Florida. Age: 63; Tenure at Seacoast: 8 years. Prior experience includes Chief Audit Executive roles at GE Capital and Citigroup and earlier roles at Coopers & Lybrand; education: B.S., Pace University; CPA (New York); member of Risk Management Association; community board treasurer . Company performance context: 2024 net income $121.0M, diluted EPS $1.42, Tier 1 capital 14.8% ; 2023 net income $104.0M, net revenue $567.4M, ROATA 0.91%, ROATE 10.4% . Say‑on‑pay support: 97% (2024 meeting result reported in 2025 proxy) and 98.2% (2023 meeting result reported in 2024 proxy), indicating strong shareholder alignment .

Past Roles

Organization	Role	Years	Strategic Impact
Seacoast Banking Corp. of Florida	EVP & Chief Audit Executive	2017–2019	Built internal audit capability supporting mid-sized bank transition
GE Capital	Managing Director & Chief Audit Executive, Treasury & Commercial Lending	2015–2017	Led audit over treasury/commercial lending during strategic portfolio repositioning
Citigroup	Chief Audit Executive (broker-dealer) and Audit Director (capital markets, banking, risk management)	~20+ years	Strengthened governance, risk, and control across capital markets and banking
Coopers & Lybrand	Audit/consulting roles in financial services	n/a	Foundation in financial controls and external audit

External Roles

Organization	Role	Years	Strategic Impact
The Falls Homeowner Association	Board Member & Treasurer	n/a	Community governance and fiduciary oversight
Risk Management Association	Member	n/a	Professional standards and industry risk practices

Fixed Compensation

Metric	2022	2023	2024
Base Salary Paid ($)	337,500	422,500	458,250
Annualized Base Salary Action ($)	340,000 (reference prior-year basis)	450,000	461,000
All Other Compensation ($)	14,842	14,855	27,844
Total Compensation ($)	898,338	1,107,090	1,255,074

Short-Term Incentive (STI)	Target ($)	Achievement ($)	Payout Form	Notes
2023 STI (paid 2024)	275,000	244,750	RSAs vesting over 3 years	Achievement 89% of target
2024 STI (paid 2025)	275,000	344,000	Cash (April 2025)	Committee approved 125% payout based on quantitative/qualitative assessment

Performance Compensation

Equity Type	Grant Date	Shares/Units	Grant-Date Fair Value ($)	Vesting	Performance Metrics / Weighting	Payout Range
RSAs (time-based)	4/1/2023	4,496	106,240	1/3 annually over 3 years (2024–2026)	Retentive component aligned to prior-year scorecard	n/a
PSUs (performance-based)	4/1/2023	Target 13,489; Max 30,350	318,745	Performance period 2023–2025; service through 12/31/2026	Relative Avg Annual EPS Growth (50%); Relative Avg Annual ROATE (50%); Tier 1 capital compliance	0–225% of target
RSAs (time-based)	4/1/2024	4,291	106,245	1/3 annually over 3 years (2025–2027)	Retentive component aligned to prior-year scorecard	n/a
PSUs (performance-based)	4/1/2024	Target 12,873; Max 28,964	318,735	Performance period 2024–2026; service through 12/31/2027	Relative Avg Annual EPS Growth (50%); Relative Avg Annual ROATE (50%); Tier 1 capital compliance	0–225% of target

2024 STI program quantitative metrics equally weighted: ROATA, customer acquisition, and EPS; qualitative overlay ±15%; all STI subject to clawback .

Equity Ownership & Alignment

Item	Value
Beneficial Ownership (as of record date)	45,246 shares (includes 12,635 options exercisable within 60 days)
Shares Outstanding (record date)	85,614,460
Ownership % of Outstanding	~0.053% (45,246 / 85,614,460)
Stock Ownership Guidelines	Senior executives: 3× base salary; 75% net shares hold until target; 50% net shares hold for 1 year post-vesting; NEOs on track
Hedging & Pledging	Hedging prohibited; pledging requires pre-approval, limited to $250,000; no pledging disclosed for Forlenza

Unvested/Outstanding Awards at 12/31/2024	Shares/Units	Market Value @ $27.53
RSAs (2022 grant; remaining)	619	$17,041
RSAs (2023 grant; remaining)	3,013	$82,948
RSAs (2024 grant; total)	14,175	$390,238
PSUs (2022 grant; performance 2022–2024; service through 12/31/2025)	5,460	$150,314
PSUs (2023 grant; performance 2023–2025; service through 12/31/2026)	13,489	$371,352
PSUs (2024 grant; performance 2024–2026; service through 12/31/2027)	12,873	$354,394
Stock Options (Exercisable)	12,635 @ $31.15; expire 04/01/2028	Out-of-the-money at $27.53 year-end

Expected Near-Term Vesting Milestones	Date	Approx. Shares
RSAs (2022 grant, final tranche)	04/01/2025	619 (remaining)
RSAs (2023 grant, second tranche)	04/01/2025	1,004 (one-third of 3,013 remaining)
RSAs (2024 grant, first tranche)	04/01/2025	4,725 (one-third of 14,175)
PSUs (2022 grant) service vest completion	12/31/2025	5,460 (subject to performance certification)

Note: 2024 vesting activity (value realized on vesting): 7,323 shares vested; $194,378 value; no option exercises in 2024 .

Employment Terms

Agreement	Term	Severance (No CIC)	Severance (Within 12 months post-CIC; Double Trigger)	Benefits	Covenants	Tax Gross‑Ups
Change in Control Agreement (Forlenza)	Initial 1‑year term; auto one‑year renewals	Not specified (CIC agreement applies only post‑CIC)	Cash severance = 1× (Annual Base Salary + average annual performance bonus for last 3 FYs); plus prorated final year bonus; plus 12 months health and welfare benefits	12 months health and welfare benefits post‑termination	Non‑competition, non‑solicitation (customers & employees), confidentiality, non‑disparagement; release required	None (policy prohibits excise tax gross‑ups)

Equity acceleration: Company policy prohibits single‑trigger vesting acceleration on unvested equity upon change‑in‑control; PSUs include Tier 1 capital compliance condition; payouts capped if absolute EPS/ROATE hurdles not met .

Compensation Peer Group and Governance

Peer group (size-appropriate banks, ~$13–$50B assets): 2023 composition included ABCB, AUB, BANF, CVBF, EFSC, FBNC, FFIN, BUSE, FIBK, HOMB, INDB, IBTX, PPBI, RNST, SFBS, SFNC, TOWN, TRMK, UCBI, WSBC, WSFS . 2024 peer group adjusted (removed IBTX on announced sale) .
No explicit percentile targets; pay decisions based on performance and market reasonableness; LTIP mix 75% PSUs / 25% RSAs; mandatory 12‑month post‑performance service vesting for PSUs; clawback policy compliant with SEC/Nasdaq .
Say‑on‑pay approval: 98.2% in 2023; 97% in 2024, supportive of design .

Performance & Track Record

CRO contributions: Enhanced ERM maturation for mid‑bank expectations; strengthened BSA, BCP, CRA & Fair Lending; improved governance, risk, and compliance reporting; led rigorous M&A due diligence; maintained regulatory relationships and exam management .
Company performance: 2024 net income $121.0M; Tier 1 capital 14.8%; Florida deposit share top‑15; return to high‑single‑digit loan growth and record Q4 2024 loan production . 2023 results included net revenue +31% YoY to $567.4M; adjusted PTPP +19% to $242.6M .

Risk Indicators & Red Flags

Clawback policy in place; hedging prohibited; pledging limited and requires approval .
No single‑trigger equity acceleration; no excise tax gross‑ups .
Late Form 4 administrative filing in April 2024 (restricted stock grant and tax withholding) noted for Forlenza, not indicative of trading misconduct .
Options currently out‑of‑the‑money at year‑end 2024 price ($27.53 vs $31.15 strike), reducing near‑term exercise/sale pressure .

Investment Implications

Alignment: High proportion of at‑risk pay via PSUs tied to relative EPS and ROATE with Tier 1 capital compliance; strong shareholder support for pay design (97–98% votes) .
Retention risk/supply overhang: Significant unvested RSAs and PSUs with near‑term vesting (April 2025 tranches; PSU service vest 12/31/2025) can create periodic selling pressure, though mandatory post‑vesting holds mitigate immediate supply .
Trading signals: April 1 annual RSA vest dates are the key watchpoints; PSUs vest one year post performance cycle (year‑end 2025/2026/2027) subject to certification—monitor performance outcomes vs peer caps .
Governance quality: Double‑trigger CIC with 1× cash multiple and non‑compete covenants balances retention and shareholder protection; absence of single‑trigger acceleration and gross‑ups is shareholder‑friendly .
Ownership: Personal stake is modest (~0.053% of outstanding), but program‑driven stock ownership guidelines and required holding periods support alignment; no pledging disclosed .

Overall, Forlenza’s compensation is tightly linked to risk‑adjusted performance metrics (EPS growth/ROATE) and capital discipline, with vesting structures designed to promote sustained execution and prudent risk management .