Robert J. Lipstein
About Robert J. Lipstein
Robert J. Lipstein, age 69, has served as an independent director of Seacoast Banking Corporation of Florida since 2019 and serves on the board of Seacoast National Bank as well . A retired senior partner at KPMG LLP and a certified public accountant, he brings 40+ years of audit, governance, IT, and enterprise risk experience; the board has designated him an Audit Committee Financial Expert and he currently chairs SBCF’s Audit Committee . His credentials include a bachelor’s in accounting from the University of Delaware, graduation from the University of Pennsylvania Director Institute, and emeritus status with the Weinberg Center for Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Senior Partner; Global Partner in Charge of Sarbanes-Oxley Services; Global Managing Partner in Charge of IT Business Services; Partner in Charge of Financial Services practice; Partner in Charge of Advisory (Mid-Atlantic) | Prior to retirement | Leadership across audit, IT/business services, governance, ERM; deep financial reporting and controls expertise |
| Ocwen Financial (now Onity Group, ONIT) | Independent Director; Audit Committee and Compensation Committee Member | 2017–2020 | Oversight of audit and pay at a mortgage servicer; enhanced governance credentials |
| Infrasight (private) | Board Member | 2020–2024 | Start-up governance in hybrid IT/multi‑cloud decisioning |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Onfolio Holdings (ONFO) | Director; Audit Committee Chair | 2022 | Public company board; audit leadership |
| Firstrust Bank (private) | Director; Audit Committee Chair | 2021 | Private, family-owned bank; audit oversight |
| Hatch Bank (subsidiary of Firstrust) | Director; Audit Committee Chair | 2024 | Audit leadership at digital-focused subsidiary |
| Jefferson Einstein Philadelphia Hospital | Director | 2016 | Academic medical center governance |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (Nasdaq criteria); majority of board independent; 75% independent in 2024 |
| Committee Assignments | Audit (Chair); Information Technology; Enterprise Risk Management; Bank Credit Risk |
| Audit Committee Financial Expert | Designated by the board (Lipstein and Fogal) |
| Committee Meetings (2024) | Audit: 8; ERMC: 4; ITC: 4; CDC: 4; CGC: 6 |
| Attendance | Each director attended ≥75% of board/committee meetings; five directors attended the 2024 annual meeting |
| Executive Sessions | Independent directors met twice in executive session in 2024; Fogal re‑elected Lead Independent Director in Jan 2025 |
| 2025 Election Vote (support signal) | Lipstein: 64,036,818 For; 1,404,543 Withheld; broker non‑votes 6,052,868 |
Fixed Compensation (Non‑Employee Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $45,000 | Paid quarterly; directors may elect stock/options for part of cash |
| Committee Chair Retainer | $25,000 | For all committee chairs except CGC (CGC chair $30,000) |
| Lead Independent Director Retainer | N/A | $35,000 applies to Lead Independent Director (Fogal) |
| Total Cash Fees (Lipstein) | $70,000 | Includes $25,000 for committee chair role |
| Committee Member Retainers (2025 update) | $10,000 (Audit/CGC/ERMC); $7,500 (ITC); $5,000 (CDC) | Newly added starting 2025; increases guaranteed cash for members |
Performance Compensation (Director Equity)
| Grant Date | Shares Granted | Fair Value | Vesting Terms | Notes |
|---|---|---|---|---|
| 2024-07-31 | 2,245 | $87,508 | Fully vested at grant | Annual stock retainer; issued post-annual meeting |
| 2024-12-10 | 848 | Included above (additional $25,000 value) | Fully vested at grant | Additional stock award approved in Dec 2024 for workload/peer alignment |
| Equity Program Structure | $87,500 total stock retainer in 2024 | $62,500 annual + $25,000 supplemental | Fully vested; common stock | No performance metrics for director equity; directors can elect stock/options for cash |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Onfolio Holdings (ONFO) | Digital assets/web properties | Audit Chair | No SBCF related-party dealings disclosed |
| Firstrust Bank / Hatch Bank | Banking | Audit Chair | External banking roles—monitor for any transactions or competitive conflicts; none disclosed |
| Jefferson Einstein Philadelphia Hospital | Healthcare | Director | Non-profit governance; low conflict risk |
Expertise & Qualifications
- CPA; extensive audit, financial reporting, internal controls, and risk management expertise .
- Executive leadership in IT/business services; relevant to SBCF’s IT and cybersecurity oversight via ITC .
- Designated Audit Committee Financial Expert; chairs SBCF’s Audit Committee and multiple external audit committees .
- Education: B.S. in Accounting (University of Delaware); University of Pennsylvania Director Institute; Weinberg Center emeritus .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 28,265 (includes 7,478 in IRA; 20,787 jointly with spouse) |
| Shares Outstanding (record date) | 85,614,460 |
| Ownership as % of Shares Outstanding | ~0.03% (28,265 / 85,614,460) |
| Vested/Unvested | Director stock awards in 2024 were fully vested; no unvested director stock retainer at YE2024 |
| Options | No 2024 director option elections; aggregate options outstanding held by other directors disclosed; none listed for Lipstein |
| Stock Ownership Policy | Minimum 3× annual retainer; retain 75% of net shares until target met, then 50% for one year—directors met or on track |
| Hedging/Pledging | Hedging prohibited; pledging requires advance approval and is capped at $250,000 |
Insider Trades (last 24 months)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-08-01 | 2025-07-31 | Award (Form 4) | 2,218 | $28.19 | 2,218 | https://www.sec.gov/Archives/edgar/data/730708/000073070825000166/0000730708-25-000166-index.htm |
| 2025-02-14 | 2024-12-31 | Annual holdings (Form 5) | — | — | 20,787 (joint) | https://www.sec.gov/Archives/edgar/data/730708/000073070825000032/0000730708-25-000032-index.htm |
| 2025-02-14 | 2024-12-31 | Annual holdings (Form 5) | — | — | 7,478 (IRA) | https://www.sec.gov/Archives/edgar/data/730708/000073070825000032/0000730708-25-000032-index.htm |
| 2024-12-12 | 2024-12-10 | Award (Form 4) | 848 | $29.49 | 5,405 | https://www.sec.gov/Archives/edgar/data/730708/000073070824000229/0000730708-24-000229-index.htm |
Governance Assessment
-
Strengths
- Audit Committee Chair with “Financial Expert” designation; strong oversight of financial reporting, internal controls, auditor independence; Audit Committee met eight times in 2024, with private sessions with and without management .
- Multidisciplinary skills (audit, risk, IT) mapped to SBCF’s committee structure (Audit, ERMC, ITC), enhancing board effectiveness in risk and cybersecurity oversight .
- High investor support: 2025 re-election garnered 64.0M “For” vs. 1.4M “Withheld” votes, signaling confidence in his oversight .
- Director equity and ownership guidelines promote alignment; hedging banned and pledging tightly controlled .
-
Compensation structure
- Equity vs. cash mix: Lipstein’s 2024 pay $157,508, with cash $70,000 and stock $87,508; equity slightly outweighs cash, aligning incentives with shareholders .
- 2024 stock retainer increased by $25,000 (to $87,500 total), reflecting added workload and peer alignment; 2025 introduces committee member retainers, increasing fixed cash for members .
-
Potential conflicts and monitoring
- Multiple external bank audit chair roles (Firstrust/Hatch) could create perceived conflicts if business dealings occur with SBCF; however, SBCF’s policy requires Audit Committee approval of related-party transactions, and none are disclosed involving Lipstein .
- Related-party transaction example (Gilbert Ford vehicle purchase) demonstrates Audit oversight controls; committee independence affirmed .
-
Shareholder signals to monitor
- Company-level say-on-pay support fell materially in 2025 (39.8M For vs. 25.4M Against), though 2024 was 97%—watch for investor feedback on pay practices and risk oversight, which Audit Chair can influence via controls and disclosure quality .
RED FLAGS: None disclosed specific to Lipstein (no related-party transactions; hedging prohibited; pledging limited) . Monitor for any future interlocks or transactions with institutions where he chairs audit committees.
Appendix: Director Compensation Detail (FY2024)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert J. Lipstein | $70,000 (includes $25,000 chair fee) | $87,508 | $157,508 |
Appendix: Director Equity Grants (FY2024)
| Name | Grant Dates | Stock Awards (#) | Fair Value |
|---|---|---|---|
| Robert J. Lipstein | 2024-07-31; 2024-12-10 | 2,245; 848 | $87,508 (aggregate) |
Appendix: Board Committee Memberships & Meetings (2024)
| Director | Audit | CGC | CDC | ERMC | ITC | Notes |
|---|---|---|---|---|---|---|
| Robert J. Lipstein | ✔ (Chair) | ✔ | ✔ | Meetings held: Audit 8; CGC 6; CDC 4; ERMC 4; ITC 4 |
Appendix: Ownership Table (Record Date: 2025-03-24)
| Name | Beneficial Ownership (shares) | Details |
|---|---|---|
| Robert J. Lipstein | 28,265 | Includes 7,478 shares in IRA; 20,787 jointly with spouse |
| Shares Outstanding | 85,614,460 | Record date shares outstanding |