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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

OrganizationRoleTenureCommittees/Impact
KPMG LLPSenior 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 retirementLeadership 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 Member2017–2020Oversight of audit and pay at a mortgage servicer; enhanced governance credentials
Infrasight (private)Board Member2020–2024Start-up governance in hybrid IT/multi‑cloud decisioning

External Roles

OrganizationRoleSinceCommittees/Notes
Onfolio Holdings (ONFO)Director; Audit Committee Chair2022Public company board; audit leadership
Firstrust Bank (private)Director; Audit Committee Chair2021Private, family-owned bank; audit oversight
Hatch Bank (subsidiary of Firstrust)Director; Audit Committee Chair2024Audit leadership at digital-focused subsidiary
Jefferson Einstein Philadelphia HospitalDirector2016Academic medical center governance

Board Governance

AttributeDetails
IndependenceIndependent director (Nasdaq criteria); majority of board independent; 75% independent in 2024
Committee AssignmentsAudit (Chair); Information Technology; Enterprise Risk Management; Bank Credit Risk
Audit Committee Financial ExpertDesignated by the board (Lipstein and Fogal)
Committee Meetings (2024)Audit: 8; ERMC: 4; ITC: 4; CDC: 4; CGC: 6
AttendanceEach director attended ≥75% of board/committee meetings; five directors attended the 2024 annual meeting
Executive SessionsIndependent 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)

ComponentAmountNotes
Annual Cash Retainer$45,000Paid quarterly; directors may elect stock/options for part of cash
Committee Chair Retainer$25,000For all committee chairs except CGC (CGC chair $30,000)
Lead Independent Director RetainerN/A$35,000 applies to Lead Independent Director (Fogal)
Total Cash Fees (Lipstein)$70,000Includes $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 DateShares GrantedFair ValueVesting TermsNotes
2024-07-312,245$87,508Fully vested at grantAnnual stock retainer; issued post-annual meeting
2024-12-10848Included above (additional $25,000 value)Fully vested at grantAdditional 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 supplementalFully vested; common stockNo performance metrics for director equity; directors can elect stock/options for cash

Other Directorships & Interlocks

CompanySectorRoleOverlap/Interlock Risk
Onfolio Holdings (ONFO)Digital assets/web propertiesAudit ChairNo SBCF related-party dealings disclosed
Firstrust Bank / Hatch BankBankingAudit ChairExternal banking roles—monitor for any transactions or competitive conflicts; none disclosed
Jefferson Einstein Philadelphia HospitalHealthcareDirectorNon-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

MetricValue
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/UnvestedDirector stock awards in 2024 were fully vested; no unvested director stock retainer at YE2024
OptionsNo 2024 director option elections; aggregate options outstanding held by other directors disclosed; none listed for Lipstein
Stock Ownership PolicyMinimum 3× annual retainer; retain 75% of net shares until target met, then 50% for one year—directors met or on track
Hedging/PledgingHedging prohibited; pledging requires advance approval and is capped at $250,000

Insider Trades (last 24 months)

Filing DateTransaction DateTypeSharesPricePost-Transaction HoldingsSource
2025-08-012025-07-31Award (Form 4)2,218$28.192,218https://www.sec.gov/Archives/edgar/data/730708/000073070825000166/0000730708-25-000166-index.htm
2025-02-142024-12-31Annual holdings (Form 5)20,787 (joint)https://www.sec.gov/Archives/edgar/data/730708/000073070825000032/0000730708-25-000032-index.htm
2025-02-142024-12-31Annual holdings (Form 5)7,478 (IRA)https://www.sec.gov/Archives/edgar/data/730708/000073070825000032/0000730708-25-000032-index.htm
2024-12-122024-12-10Award (Form 4)848$29.495,405https://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)

DirectorFees 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)

NameGrant DatesStock Awards (#)Fair Value
Robert J. Lipstein2024-07-31; 2024-12-102,245; 848$87,508 (aggregate)

Appendix: Board Committee Memberships & Meetings (2024)

DirectorAuditCGCCDCERMCITCNotes
Robert J. Lipstein✔ (Chair) Meetings held: Audit 8; CGC 6; CDC 4; ERMC 4; ITC 4

Appendix: Ownership Table (Record Date: 2025-03-24)

NameBeneficial Ownership (shares)Details
Robert J. Lipstein28,265Includes 7,478 shares in IRA; 20,787 jointly with spouse
Shares Outstanding85,614,460Record date shares outstanding