Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, Seacoast Banking Corporation of Florida (the "Company")
announced the appointment of Charles M. Shaffer as chief executive officer and
as a member of the Board of Directors of the Company (the "Board"), effective
January 1, 2021. Former chief executive officer Dennis S. Hudson III has become
executive chairman of the Board. A copy of the press release announcing these
changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company's leadership transition is the result of the Board's succession
planning efforts, as previously reported on June 15, 2020.
Mr. Shaffer, 47, most recently served as president and chief operating officer
of the Company since June 2020. Previously, Mr. Shaffer served as executive vice
president and chief financial officer of the Company from January 2018 to May
2019, as executive vice president and community banking executive of the Company
from October 2013 to March 2017, and as senior vice president and controller of
the Company's subsidiary, Seacoast National Bank, from December 2005 to
September 2013. There are no familial relationships between Mr. Shaffer and any
director or executive officer of the Company. Mr. Shaffer has not engaged in any
transaction with the Company that would be reportable as a related party
transaction under Item 404(a) of Regulation S-K.
As a key driver of the Company's growth strategy, Mr. Shaffer has been
instrumental in influencing the Company's retail, commercial banking, wealth,
digital, and non-branch distribution strategies, as well as designing and
working across the organization at all levels to deliver peer-leading earnings
performance. Mr. Shaffer holds a bachelor of science degree in finance from
Florida State University, a bachelor of arts degree in accounting from Florida
Atlantic University, and a master of business administration with a finance
specialization from the University of Central Florida, and he is a graduate of
the advanced management program at the University of Pennsylvania Wharton School
of Business. He is a certified public accountant (CPA) licensed in Florida.
In connection with his appointment as chief executive officer, Mr. Shaffer
entered into an employment agreement with the Company, dated December 31, 2020
(the "Employment Agreement"). The Employment Agreement has an initial term of
three years and automatically renews for one year thereafter, unless either
party gives 60 days' prior written notice of non-renewal. Under the Employment
Agreement, Mr. Shaffer receives a minimum base salary (presently $600,000 per
year), as well as a car allowance and any other benefits that are approved by
the Board from time to time. Mr. Shaffer also may receive other compensation
including equity awards and incentive awards, and he is entitled to participate
in all current and future employee benefit plans and arrangements in which
senior management may participate.
Under the Employment Agreement, if Mr. Shaffer is terminated for "cause" or
resigns without "good reason," as defined in the Employment Agreement, he will
receive payment of his base salary and unused vacation through the date of
termination, and any unreimbursed expenses (collectively, the "Accrued
Obligations").
If Mr. Shaffer resigns for good reason or is terminated without cause prior to a
"change in control" (as defined in the Employment Agreement), he will receive:
1) the Accrued Obligations; and 2) upon execution of a release of all claims
against the Company, severance equal to: a) two times his base salary in effect
on the date of separation, paid over a 24-month period; b) two times the average
of the annual bonuses he earned over the previous three full fiscal years (the
"Cash Bonus"), paid over a 24-month period; and c) a lump sum payment equal to
the cost to continue group medical, dental, vision and prescription drug plan
benefits for Mr. Shaffer, his spouse and his eligible dependents for two years,
in excess of i) the active employee rate for such benefits and ii) the 2%
administrative fee (the "Continuing Benefits Payment"). If Mr. Shaffer resigns
for good reason or is terminated without cause within twelve months following a
change in control, he will receive: 1) the Accrued Obligations; and 2) upon
execution of a release of all claims against the Company, lump sum severance of:
a) three times his base salary in effect on the date of separation; b) three
times the Cash Bonus; and c) a Continuing Benefits Payment relating to three
years. If
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Mr. Shaffer's employment is terminated due to death or Disability (as defined in
the Employment Agreement), he will receive: 1) the Accrued Obligations; and 2)
upon execution of a release of all claims against the Company, severance of two
times his base salary in effect on the date of separation.
The Employment Agreement also contains certain non-competition, non-disclosure
and non-solicitation covenants, and covenants regarding the non-disclosure of
confidential information and trade secrets, cooperation and the return of
Company property. In addition, under the agreement, Mr. Shaffer is subject to
the Company's policies applicable to executives generally, including its
policies relating to claw-back of compensation.
The foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the full text of Mr. Shaffer's
Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The Employment Agreement replaces the prior Change in
Control Agreement between Mr. Shaffer and the Company, dated September 21, 2016.
The amendment to Mr. Hudson's employment agreement and changes to his
compensation in connection with his appointment as executive chairman of the
Board were previously reported on June 15, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Employment Agreement, dated December 31, 2020, by and between Charles
10.1 M. Shaffer, Seacoast National Bank and Seacoast Banking Corporation of
Florida
99.1 Press Release, dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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