Seacoast delivered record-breaking financial performance in 2021. Our balanced growth strategy includes organic growth initiatives across the state, including recent entries into new markets in Northeast Florida and Naples/Ft. Myers with key talent additions to our commercial banking leadership and teams. Our strategic bank acquisitions complement our organic growth, and with the acquisitions of Legacy Bank of Florida in 2021 and Sabal Palm Bank and Florida Business Bank in early 2022, we have continued to successfully execute integrations that benefit customers, associates and shareholders. In March 2022, we announced the acquisition of Apollo Bank in Miami-Dade county, expected to close early in the fourth quarter of 2022. We continue to generate disciplined organic growth while maintaining our strict underwriting guidelines and delivering ongoing improvements in operating leverage, creating shareholder value now and in the years ahead.

In 2021, the Company reported record full-year net income of $124.4 million, a 60 percent increase from the prior year. Adjusted net income¹ was $135.0 million, up 52 percent from the prior year. We achieved $2.18 in earnings per diluted share, 51 percent higher than 2020, and $2.36 in adjusted earnings per share¹, an increase of 43 percent from 2020 returns. In 2021, we increased tangible book value per share to $17.84 from $16.16, an improvement of 10 percent, which we believe is a key indicator of improved shareholder value. Other 2021 highlights include:

It is an exciting time at Seacoast. We continue to execute our strategic priorities, including an ongoing focus on elevating our customers’ digital experiences and positioning Seacoast as the leading commercial bank in Florida. We believe that all of this in combination with our fortress balance sheet and ample liquidity will lead to additional disciplined growth in the coming year.

Sincerely,

Charles M. Shaffer

Chairman and Chief Executive Officer

¹ Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

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2021 Option Exercises and Stock Vested		37
Supplemental Executive Retirement Plan (“SERP”)		37
2021 Pension Benefits		37
Executive Deferred Compensation Plan		38
2021 Nonqualified Deferred Compensation		38
2021 Other Potential Post-Employment Payments		39
Employment and Change in Control Agreements		41
CEO Pay Ratio		42
PROPOSAL 1: ELECTION OF DIRECTORS		43
General		43
Manner for Voting Proxies		43
Nominees for Election at the Annual Meeting		44
Director Terms Extended Beyond the Annual Meeting		46
DIRECTOR COMPENSATION		48
Non-Employee Director Compensation Structure		48
Lead Independent Director Compensation		48
Director Stock Ownership Policy		49
2021 Director Compensation Table		49
Stock Awards and Options Granted To Directors in 2021		50
Directors’ Deferred Compensation Plan		50
PROPOSAL 2: ADVISORY (NON-BINDING) VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)		51
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR		52
Relationship with Independent Registered Public Accounting Firm		52
Independent Registered Public Accounting Firm’s Fees		52
Pre-Approval Policy		52
OTHER INFORMATION		53
Certain Transactions and Business Relationships		53
Related Party Transactions		53
Other Matters		54
Principal Offices		54
Availability of 10-K		54
Solicitation of Proxies; Expenses		54
Notice of Business to Come Before the Meeting		54
Shareholder Proposals for 2023		54
ADDITIONAL VOTING INFORMATION		55
LOCATION OF THE 2022 ANNUAL MEETING		57
APPENDIX A – INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES		57

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ii 

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

VOTING INFORMATION

How to Cast Your Vote

You may vote if you were a shareholder of record as of the close of business on March 28, 2022.

25, 2024.

ONLINE: ONLINE www.proxyvote.com

MAIL: MAIL Complete, sign, date and return your proxy card in the envelope provided.

PHONE: PHONE Call the number on your proxy card or voting instruction form.form.

IN PERSON: PERSON Vote by ballot in person at the Annual Meeting.

For telephone and internet voting, you will need the 16-digit control number included in your notice, proxy card or voting instructions that accompanied your proxy materials. For shares held in employee plans, we must receive your voting instructions no later than 11:59 P.M. Eastern Time on May 19, 202217, 2024 (the “cut-off date”) to be counted. Otherwise, you may vote up until 11:59 P.M. Eastern Time on May 23, 2022.

20, 2024.

Street Name Holders:Holders: If your shares of Seacoast common stock are held in a bank, brokerage or other institutional account (which is commonly referred to as holding shares in “street name”), you are a beneficial owner of these shares, but you are not the record holder. If your shares are held in street name, you are invited to attend the Annual Meeting; however, to vote your shares in person at the meeting, you must request and obtain a power of attorney or other authority from the bank, broker or other nominee who holds your shares and bring it with you to submit with your ballot at the meeting. In addition, you may vote your shares before the meeting by phone or over the internet by following the instructions set forth below or, if you received a voting instruction form from your brokerage firm, by completing, signing and returning the form you received by mail. Your voting instruction form will set forth whether internet or telephone voting is available to you.

If you are able to attend the Annual Meeting, you may vote your shares in person, even if you have previously voted by another means by revoking your proxy vote at any time prior to the meeting, pursuant to the procedures specified in “Revocation of Proxies”. If you hold your shares in street name, you must obtain a proxy from the record holder in order to vote in person.

If Seacoast determines that the Annual Meeting will be held by remote-means due to public safety and health concerns resulting from the ongoing COVID-19 global pandemic, you will be able to vote your shares by any of the means outlined herein other than in-person.

How to View Proxy Materials Online

Important Notice Regarding the Availability of Proxy Materials for the 20222024 Shareholder Meeting

Our 20222024 proxy statement and 20212023 Annual Report on Form 10-K (referred to collectively as the “proxy materials”) are available online at:

www.proxyvote.com or at http://www.seacoastbanking.com/financials-regulatory-filings/2022-Annual-Meeting-Proxy-Materials.

2024-Annual-Meeting-Proxy-Materials.

We have mailed to certain shareholders a notice of internet availability of proxy materials on or about April 11, 2022.8, 2024. This notice contains instructions on how to access and review the proxy materials on the internet. The notice also contains instructions on how to submit your proxy on the internet or by phone, or, if you prefer, to obtain a paper or email copy of the proxy materials.

 1

1

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

PROXY SUMMARY

Introduction

We believe our balanced, well-diversified growth strategy, which is focused on organic growth and disciplined acquisitions in growing Florida markets, is delivering long-term value for our shareholders.

Our focus remains on delivering shareholder returns as we continue to scale the company.

In this section, we summarize 20212023 performance highlights and other information contained elsewhere in this proxy statement. Please carefully review the information included throughout this proxy statement and as provided in the 20212023 Annual Report on Form 10-K before you vote.

2021

2023 Performance Highlights

Seacoast has a strong and growing presence in Florida’s most attractive markets #1 Florida-based bank in Orlando #1 Market share in Port St. Lucie MSA #2 Florida-based bank in  West Palm Beach/Fort Lauderdale #2 Florida-based bank in St. Petersburg

Our acquisition strategy has expanded the customer franchise

 2

2

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Execution of our balanced growth strategy in 20212023 produced outstandingstrong results year over year:

Seacoast continued to drive positive momentum in performance metrics, leadingwhile continuing to sustained performanceprotect and value creation for our shareholders.prudently grow capital. For the year ended December 31, 2021,2023, the Company reported $124.4$104.0 million in net income, or $2.18$1.23 per share, increasing 60% from prior year.share. Net revenue for the same period was $346.8$567.4 million, an increase of 7%31% year-over-year. The Company continued to see positive performance reflected in its ratios, with a return on average tangible assets of 1.41%0.91%, return on average tangible shareholders’ equity of 13.3%10.4% and an efficiency ratio of 55.4%64.1%. On an adjusted basis, the Company reported $135.0$154.7 million in adjusted net income1, or $2.36$1.83 per share1. Adjusted net revenues were $346.6 million, an increase of 7% year-over-year. Adjusted return on tangible assets1 was 1.48%1.12%, adjusted return on tangible equity1 was 14.0%12.8% and the adjusted efficiency ratio1 was 57.4%.

Seacoast possesses a fortress balance sheet, with a ratio of tangible common equity to tangible assets of 9.3% that places us as one of the strongest balance sheets in the industry. Seacoast’s wholly-owned banking subsidiary, Seacoast National Bank (the “Bank”) had $1.6 billion in total capital at December 31, 2023, resulting in a 14.82% Total Risk-Based Capital Ratio and 13.64% Tier 1 was 52.6%. The Company continuesCommon Capital Ratio. Each of these ratios are above regulatory minimum thresholds to build shareholder value, reflected in our tangible book valuebe considered “well-capitalized” of $17.84, an increase of 10% year-over-year10.0% and a compounded annual growth rate of 12% since 2017.

STRONG EARNINGS PERFORMANCE

YE Total Assets	YE Market Capitalization	Tangible Book Value Per Share
($ in Billions)	($ in Billions)
Adjusted	Adjusted FY Return	Adjusted FY
FY EPS1	on Tangible Assets1	Efficiency Ratio1

1

Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

 3

6.5%, respectively.

1 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

3

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Executive Compensation Program Highlights

The Compensation and Governance Committee (“CGC”) is committed to aligning our compensation strategies with our evolving business strategy, good governance and effective risk management practices, and our efforts to generate superior long-term returns for our shareholders. To this end, we emphasize pay-for-performance in executive compensation programs. OurWe believe that our executive compensation strategy strongly aligns our CEO and other executives’ pay with our long-term shareholder interests. The CGC uses a peer group analysis to inform its design of the compensation structure and its compensation decisions. The following table summarizes the primary elements of our executive compensation for 2021:

2023:

Pay Element			Purpose			Determination			20212023 Results
Base Salary			Recognize performance of job responsibilities and attract and retain individuals with superior talent.			Reflects the CGC’s assessment of the executive’s experience, skills and value to Seacoast.			Salary changes for our NEOs in 20212023 were made largely to reflect several important changes in dutiesadditional work by the senior leadership team related to the successful transition to a mid-size bank and responsibilities.the acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with a new mid-size bank peer group. Mr. Shaffer’s base salary increased by 20%31% and Mr. Forlenza's by 32% in 2021 in recognition of his promotion to CEO effective January 1, 2021, and Ms. Dexter’s salary increased 14% in recognition of her expanded contributions as Chief Financial Officer. Mr. Hudson’s salary decreased 33% in connection with his change in role from CEO to Executive Chairman.2023. Salary increasesincrease for the remaining NEOs were 2% or less.was 19%.
Annual CashShort-Term Incentive Awards			Recognize achievement of our short- termshort-term business strategy objectives and individual executive performance. Incorporates both quantitative and qualitative goals.			Reflects the individual executive’s performance against pre-established individual goals, as well as relative bank performance. In FY2021,FY2023, these goals included performance relative to peer performance ofpeers for return on average tangible common equity, earnings per share growth, and pre-tax pre-provision net revenue growth.growth, and performance relative to target efficiency ratio. Qualitative goals were primarily related to progress towardachieving the Company’s long-term objectivesstrategic objectives. The final amount is determined by the CGC’s qualitative assessment of outperforming in the commercial banking space, enhancing our digital customer experience and promoting an inclusive culture.overall performance.			Individual and Company performance were evaluated in Q1 2022,2024, with corresponding payout determinations approved in March 2022,2024, reflecting Company performance in 2021,2023, as well as subjective adjustments based on the achievement of individual goals and performance. Short-term incentive awards were paid out in the form of restricted stock awards in April 2024.
Performance ShareStock Units (“PSUs”)			Align compensation with our business strategy and long-term shareholder value while providing a strong retention element.			The number of PSUs granted is determined by the CGC after consideration of each executive’s performance scorecard for the prior year. The number of PSUs that may be earned is based on the level of achievement of goals established by the CGC for a three-year performance period. In addition, PSUs only vest upon completion of a one-year continued service requirement following the close of the performance period. Value realized upon vesting varies based on stock price performance at the vesting date.			PSUs granted in 20212023 vest based on the level of achievement of goals relating to average annual EPS growth and average annual return on average tangible common equity over a three- yearthree-year period (2021-2023)(2023-2025) relative to a peer group. PSUs for which performance goals are met will vest on December 31, 2024,2026, subject to the grantee’s continued service.
Restricted Stock Awards (“RSAs”)			Provide a strong retention element and align executive and shareholder interests.			The amount of RSAs granted is determined by the CGC after consideration of each executive’s performance scorecard for the prior year. The realized value of RSAs is based on stock price performance at the vesting date.			RSAs granted in 20212023 vest in equal annual installments over three years.

Please refer to the Compensation Discussion and Analysisand The Executive Compensation Tablesin this proxy statement for additional details about our compensation programs.

 4

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Summary of Proposals and Board Recommendations

Item			Proposal			Board Voting Recommendation			Vote Required
1			Election of FourFive Class III Directors			FOR ALL			Plurality vote*
2			Advisory (Non-binding) Vote to Approve Executive Compensation (Say on Pay)			FOR			Affirmative vote of a majority of votes cast
3			Ratification of Appointment of Crowe LLP as Independent Auditor for 20222024			FOR			Affirmative vote of a majority of votes cast

* More fully described in Proposal 1 - Election of Directors, Manner of Voting Proxies.

Our Director Nominees

You are being asked to, among other proposals, elect fourfive Class III directors of Seacoast. All of the nominees are presently directors of Seacoast. All of the nominees also serve as members of the board of directors of Seacoast’s principal banking subsidiary, Seacoast National Bank (the “Bank”). If elected, each director nominee will serve a three yearthree-year term expiring at the 20252027 Annual Meeting of Shareholders and until their successors have been elected and qualified. Detailed information about each nominee’s background, skills and expertise can be found in Proposal I – Election of Directors.

Name	Age	Director Since	Current Occupation	Independent	No. of Other Public Boards
Dennis J. Arczynski	70	2013	Risk management, corporate governance, regulatory affairs and banking consultant	✓	0
Maryann Goebel	71	2014	Independent IT management consultant	✓	1
Robert J. Lipstein	66	2019	Retired Senior Partner at KPMG LLP	✓	0
Thomas E. Rossin	88	2003	Retired attorney and management chairman, St. John, Rossin & Burr, PLLC	✓	0

Name			Age			Director Since			Current Occupation			Independent			No. of Other Public Boards
Jacqueline L. Bradley			66			2014			Management and Financial Services			✔			0
H. Gilbert Culbreth, Jr.			78			2008			CEO and President of Auto and other Sales Companies			✔			0
Christopher E. Fogal			72			1997			Certified Public Accountant and Partner Emeritus of Firm			✔			0
Charles M. Shaffer			50			2021			Chairman and CEO of Company and Bank						0
Joseph B. Shearouse, III			66			2023			Former Market Executive of Bank, and Former Chairman and CEO of First Bank of the Palm Beaches						0

Director Nomination Process

The CGC serves as the Company’s nominating committee of the Company.committee. The committeeCGC annually reviews and makes recommendations to the full Board of Directors regarding the composition and size of the Board of Directors and its committees, and if determined necessary,committees. The committee recommends, potentialfrom time to time, new candidates to the Board for nomination for election to the Board by the Company’s shareholders.shareholders in addition to annually recommending current director nominees. The CGC’s goal is to ensure that the Board of Directors consists of a diverse group of members with the relevant expertise, skills, personal attributes and professional backgrounds who, individually and collectively, are appropriate to achieve the Company’s strategic vision and business objectives, and best serve the Company’s and shareholders’ long-term interests.

As part of the assessment process, the CGC evaluates whether the addition of a director or directors with particular attributes, experience, or skill sets could enhance the Board’s effectiveness. The CGC identifies director candidates through business, civic and legal contacts, and may consult with other directors and senior officers of the Company. The CGC may also utilize a search firm to help it identify, evaluate and conduct due diligence on potential director candidates. Once a candidate has been identified, the CGC confirms that the candidate meets the minimum qualifications for director nominees, and gathers information about the candidate through interviews, questionnaires, background checks, or any other means that the CGC deems to be helpful in the evaluation process. Director candidates are interviewed by the Chair of the CGC and at least one other member of the committee. Each member of the committee participates in the review and discussion of director candidates. Where appropriate, directors who are not on the CGC are encouraged to meet with and evaluate the suitability of potential candidates. The CGC then evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board in relation to the Company’s strategic goals, and recommends nominees to the Board. The full Board formally nominates candidates to be included in the slate of directors presented for shareholder vote based upon the recommendations of the CGC following this process.

 5

Given the evolving needs and business strategystrategies of the Company, the CGC believes that the Board of Directors as a whole should have diversity of thought and experience, which may, at any one or more times, include differences with respect to personal, educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement and age. However, the CGC does not assign specific weights to any particular criteria. Its goal is to identify nominees that, considered as a group, will possess the talents and characteristics necessary for the Board of Directors to fulfill its responsibilities and advance ourthe Company’s strategic mission. In addition, each director must have the qualifications set forth in the Company’s Bylaws, as well as the personal characteristics and core competencies described below as our Director Eligibility Guidelines:

5

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Director Eligibility Guidelines
Personal Characteristics			Core Competencies
•the highest ethical character •a personal and professional reputation consistent with Seacoast’s values as reflected in its Code of Conduct •the ability to exercise sound business judgment judgement •a willingness to listen to differing points of view and work in a mutually respectful manner			•substantial business or professional experience and ability to offer meaningful advice and guidance to the Company’s management based on that experience •professional achievement through service as a principal executive of a major company, partner in a law or accounting firm, successful entrepreneur, prominent academic or similar position of significant responsibility

The CGC also considers numerous other qualities, skills and characteristics when evaluating director nominees, such as a candidate’s:

•understanding of and experience in the financial services industry, as well as accounting, finance, legal, real estate, corporate governance and technology expertise;

•leadership experience with public companies or other major organizations, as well as civic and community relationships;

•availability and commitment to carry out the responsibilities as a director;

•knowledge, experience and skills that enhance the mix of the Board’s core competencies and provide a different perspective;

•the absence of any real or perceived conflict of interest that would impair the director’s ability to act in the best interest of shareholders; and

•qualification as an independent director.

In addition to nominations by the CGC, any Company shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director by providing advance notice of such proposed nomination to the Corporate Secretary at the Company’s principal offices at 815 Colorado Avenue, Stuart, Florida 34994. The written submission must comply with the applicable provisions in the Company’s Articles of Incorporation. To be considered, recommendations with respect to nominees for election as directors at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of the Company’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that the Company mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to the election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders. Recommendations meeting these requirements will be brought to the attention of the Company’s CGC. Candidates for director recommended by shareholders in compliance with these provisions and who satisfy the Director Eligibility Guidelines will be afforded the same consideration as candidates for director identified by Company directors, executive officers or search firms, if any, employed by the Company. For our 20222024 Shareholder Meeting, no shareholder director nominee recommendations were received.

Board Responsiveness

The Company includes in its proxy statement a separate advisory vote on the compensation paid to its executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related proxy disclosure, commonly known as a “say-on-pay” proposal. Independent surveys have shown that an annual vote is the preferred frequency of most institutional investors. Our shareholders also have expressed a preference for an annual vote. Our Board also endorses an annual vote as we believe it gives shareholders an opportunity to voice their concerns with respect to executive compensation. Shareholder support of our say-on-pay proposal at our 20212023 annual meeting was comparable to the prior year.98%. (See “Outcome of our 20212023 Say-On-Pay vote” in the table below.) ShareholderOverall shareholder support of directors standing for election at the 20212023 annual meeting was also comparable tocomparably stronger than the prior year. Below are highlights of the feedback we have received from shareholders and our Board’s response:

What We Heard			Our Board’s Response
Continue to deliver industry- leading financial results			Delivered 20212023 net income of $104.0 million, with pre-tax pre-provision earnings of $2.18 diluted EPS and $2.36 dilutedincreasing 5% to $172.6 million. On an adjusted EPSbasis, which excludes direct merger-related costs, pre-tax pre-provision earnings1 and efficiency ratio of 55.4% and adjusted efficiency ratio1 of 52.6%. increased 19% to $242.6 million.
Distribute capital to shareholders			In 2021,2023, Seacoast initiated aincreased the quarterly cash dividend of $0.13on its common stock to $0.18 per share.
Continue to emphasize stock ownership by management and directors			We continue to emphasize stock compensation with PSUs and RSAs granted under the long-term incentive plan (“LTIP”) to executive officers for achievement of performance objectives in 2021.2023. All of our directors are paid a stock retainer; some defer a portion or all of their cash compensation into our director deferred compensation plan.

¹ Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

 6

Our executive officers and directors are also subject to our stock ownership guidelines, which require them to retain a number of shares of our stock.

What We Heard	Our Board’s Response
Outcome of our 20212023 Say-On-Pay vote	At our 20212023 annual meeting of shareholders, our say-on-pay proposal received the support of 98.5%98.2% of the votes cast. Our CGC considered the vote in relation to: 1) the alignment of our compensation program with the long-term interests of our shareholders, 2) the evolution of ourtransition to a mid-size bank and aligned business strategy with emerging opportunities and in fulfillingthe fulfillment of customer demand for innovative products and services, and 3) the relationship between risk-taking and the incentive compensation provided to our executives. The CGC will continue to evaluate and refine our executive compensation programs and welcomes input from our shareholders.
DiscloseContinued Environmental, Social and Governance (“ESG”) efforts and corporate sustainability opportunities			Information about the Company’s ESG initiatives and corporate sustainability oversight is enhancedwas updated in this 2022 proxy statement. In 2021, we launched a2023. We updated our sustainability page on our corporate website to provide additional visibility toof the Company’s ESG efforts. ThisThe Company’s corporate sustainability page can be viewed at: https://www.seacoastbanking.com/corporate- information/corporate-information/sustainability/default.aspx.default.aspx.

1 Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

The Company’s Corporate Governance Guidelines provide for a process by which shareholders may communicate with the Board, a Board committee or the non-management directors as a group, or other individual directors. Shareholders who wish to communicate with the Board of Directors, a Board committee, the Lead Independent Director, other directors or an individual director may do so by sending written communications addressed to the Board of Directors, a Board committee or such group of directors or individual director, c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P.O. Box 9012, Stuart, Florida 34995. All communications will be compiled by the Company’s Secretary and submitted to the Board of Directors, a committee of the Board of Directors or the group of directors or individual director, as appropriate, at the next regular meeting of the Board.

Board and Governance Highlights

Board Composition

In the past eleven years, we have refreshed our Board with new talent to increase diversity and experience to better align overall Board capability with our strategic plan objectives. Since 2013, we have added seven new directors with strong skill sets to help achieve our growth initiatives. As a result, our overall Board composition has been enhanced across a number ofseveral important aspects creating a vibrant Board culture focused on creating shareholder value over the long term. Seacoast continues to build a diverse Board with experience aligned with our strategic mission to ensure a balanced mix of directors with a deep knowledge of Seacoast and its markets, as well as new members with fresh perspectives. OurThe CGC members generally conceptualize diversity to include without limitation concepts such as race, gender, national origin, differences of viewpoints, education, work experiences, professional skills and other qualities or attributes that contribute to Board currently consists of three womenheterogeneity when identifying and two people of color.

BOARD REFRESHMENT AND CHARACTERISTICS

 

 7

recommending director nominees.

Board Characteristics

Board Refreshment Timeline

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Board Skills and Characteristics

Our Board represents a range of diverse skills, experience and background that aligns with our long-term strategy and culture. Below are the mix of skills, qualifications, experience and gender and diversity characteristics of the members of our Board as of the record date:

Skills, Qualifications and Experience

Dennis J. Arczynski

Jacqueline L. Bradley

H. Gilbert Culbreth, Jr.

Julie H. Daum

Christopher E. Fogal

Maryann Goebel

Dennis S. Hudson, III

Robert J. Lipstein

Alvaro J. Monserrat

Thomas E. Rossin

Charles M. Shaffer

Audit/Accounting/Finance experience is important in overseeing our financial reporting and internal controls

✔

✔

✔

✔

✔

✔

✔

Banking/Financial Services experience is important to guide product evolution and manage our business model and revenue generating services

✔

✔

✔

✔

✔

✔

✔

✔

Executive Leadership experience is important to monitor strategy and performance

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Corporate Governance experience is important to conduct decision-making and validate implementation

✔

✔

✔

✔

✔

✔

✔

✔

Digitalization/Business Intelligence experience is important for innovation and strengthening profitability and understanding customers

✔

✔

✔

✔

✔

Corporate Citizenship experience is important in understanding customer segments in markets served and implementing ESG efforts and sustainability initiatives

✔

✔

✔

✔

✔

✔

✔

Customer Experience knowledge is important to assess brand loyalty, customer engagement and create valuable customer relationships and long-term profitability

✔

✔

✔

✔

Legal and Regulatory Affairs experience is important to monitor compliance and regulatory requirements

✔

✔

✔

✔

✔

✔

✔

Risk Management experience is important in overseeing the risks throughout the organization

✔

✔

✔

✔

✔

✔

✔

✔

Cybersecurity/Information Security experience is important to assess tools to enhance business operations, customer service and cyber and information security

✔

✔

✔

✔

✔

✔

Human Capital and Diversity Management experience is important to assess compensation practices, diversity mix, talent, training programs and corporate culture within the company

✔

✔

✔

✔

✔

✔

✔

Total Number of Directors: 11

Gender Identity:	Male	Female	Non-Binary	Gender Undisclosed
Directors	8	3	--	--
Demographic Background:
African American or Black	--	1	--	--
Alaskan Native or American Indian	--	--	--	--
Asian	--	--	--	--
Hispanic or Latinx	1	--	--	--
Native Hawaiian or Pacific Islander	--	--	--	--
White	7	2	--	--
Two or More Races or Ethnicities	--	--	--	--
LGBTQ+	--	--	--	--
Did Not Disclose Demographic Background	--	--	--	--

 8

Skills, Qualifications, Experience and Diversity

Dennis J. Arczynski

Jacqueline L. Bradley

H. Gilbert Culbreth, Jr.

Christopher E. Fogal

Maryann Goebel

Dennis S. Hudson, III

Robert J. Lipstein

Alvaro J. Monserrat

Thomas E. Rossin

Charles M. Shaffer

Joseph B. Shearouse, III

Audit/Accounting/Finance experience is important in overseeing our financial reporting and internal controls

P

P

P

P

P

P

P

Banking/Financial Services experience is important to guide product evolution and manage our business model and revenue generating initiatives

P

P

P

P

P

P

P

P

P

Executive Leadership experience is important to monitor strategy and performance

P

P

P

P

P

P

P

P

P

P

P

Corporate Governance experience is important to conduct decision-making and validate implementation in accordance with best practices and regulatory guidelines

P

P

P

P

P

P

P

Digitalization/Business Intelligence experience is important for innovation and strengthening profitability and understanding customers

P

P

P

P

P

P

Corporate Citizenship experience is important in understanding customer segments in markets served and implementing ESG efforts and sustainability initiatives

P

P

P

P

P

P

P

P

Customer Experience knowledge is important to assess brand loyalty, customer engagement and create valuable customer relationships and long-term profitability

P

P

P

P

P

P

Legal and Regulatory Affairs experience is important to monitor compliance and regulatory requirements

P

P

P

P

P

P

P

P

Risk Management experience is important in overseeing the risks throughout the organization

P

P

P

P

P

P

P

P

P

P

Cybersecurity/Information Security experience is important to assess tools to enhance business operations, customer service and cyber and information security

P

P

P

P

P

P

Human Capital and Diversity Management experience is important to assess compensation practices, diversity mix, talent, training programs and corporate culture within the company

P

P

P

P

P

P

P

P

2024

2023

Total Number of Directors

11

11

Gender Identity:

Female

Male

Female

Male

Directors

2

9

3

8

Demographic Background:

African American or Black

1

--

1

--

Hispanic or Latinx

--

1

--

1

White

1

8

2

7

8

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Our Corporate Governance Framework

Board Independence			•A total of 98 of our 11 directors or over 82%, are considered independent as of the Annual Meeting date. •Our Chairman and CEO is the only member of management who serves as a director.
Board Refreshment & Diversity			•We seek a board that, considered as a group, will possess a diversity of experience and differences with respect to personal, educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement and age. •We have a mix of new and longer tenured directors to help ensure fresh perspectives as well as continuity and experience. The average tenure of our independent directors is 9.911.7 years.
Board Committees			•We have fourfive standing Board committees—Audit; Compensation and Governance (“CGC”); Corporate Development (“CDC”), Enterprise Risk Management (“ERMC”); and Corporate DevelopmentInformation Technology (“CDC”ITC”). •The Audit Committee and CGC consist entirely of independent, non-management directors. •Chairs of the committees shape the agenda and information presented to their committees.
Lead Independent Director			•Our independent directors elect a lead independent director. director annually. •Our lead independent director chairs regularly scheduled executive sessions, without management present, at which directors can discuss management performance, succession planning, board informational needs, board effectiveness or any other matter.
Board Oversight of Strategy & Risk			•Our Board has ultimate oversight responsibility for strategy and risk management. •Our Board directly advises management on development and execution of the Company’s strategy and provides oversight through regular updates. •The CDC helps ensure that the strategic vision for the Company is fulfilled by challenging, proposing, reviewing, and monitoring corporate development initiatives of the Company relating to M&A activity, capital allocation and planning, corporate development strategies, and shareholder relations. •Through an integrated enterprise risk management process, key risks, including those related to data privacy and cybersecurity are reviewed and evaluated by the ITC in collaboration with the ERMC before they are reviewed by the Board. •The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. •The Audit Committee oversees the Company’s financial statements and internal accounting controls and processes. •The CGC oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking, and assists with its leadership assessment and CEO succession planning. planning and monitors the Company’s human capital management, sustainability and ESG efforts.
Accountability			•We have a plurality vote standard for the election of directors, with a director resignation policy for uncontested elections. •Each common share is entitled to one vote. •We have a process by which all shareholders may communicate with our Board, a Board committee or non-management directors as a group, or other individual directors.
Director Stock Ownership			•A minimum stock holding of three times the annual base retainer is required for each director, to be acquired within four years of joining the Board.
Succession Planning			•CEO and management succession planning is one of the Board’s highest priorities. Our Board ensures that appropriate attention is given to identifying and developing talented leaders.
Board Effectiveness			•The Board meets in a director-only session prior to each regular meeting to discuss the Company’s business condition. After each regular meeting, directors are offered the opportunity to meet in an executive session of non-management directors led by the lead independent director. •The Board and its independent committees annually evaluate their performance.
Open Communication			•Our Board receives regular updates from business leaders regarding their area of expertise. •Our directors have access to all management and employees on a confidential basis. •Our Board and its committees are authorized to hire outside consultants at their discretion and at the Company’s expense.

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9

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

CORPORATE GOVERNANCE AT SEACOAST

Our goal is to maintain a corporate governance framework that supports an engaged, independent board with diverse perspectives and judgment that is committed to representing the long-term interests of our shareholders. We believe our directors should possess the highest personal and professional standards for ethics, integrity and values, as well as practical wisdom and mature judgment. Therefore, our Board, with the assistance of management and the CGC, regularly reviews our corporate governance principles and practices.

The Board’s Role in Strategy and Risk Oversight

The Board of Directors actively reviews our long-term strategy and the plans and programs that management develops to implement our strategy. While the Board meets formally at least once every year to consider overall long-term strategy, it generally reviews various elements of strategy, and our progress towards implementation thereof, at every regular meeting. Our directors are actively engaged in our strategic planning process and exercise robust oversight while challenging our strategies and implementation of such strategies.

The Board believes that strategic risk is an exceptionally important risk element among a number of risks that the Company faces. As a result, our Board works to ensure that this risk is appropriately managed in the context of the rapidly changing environment in which the Company and its customers operate. The Board does not believe this risk can be delegated and the Board as a whole regularly spends a significant amount of its time engaged with management and in executive session discussing our long-term strategies, the effectiveness of our plans to implement such strategies, and our progress against those plans.

The Board believes that an integral part of managing strategic risk is ensuring that the Board’s views are considered as our strategy evolves. The Board strongly believes that having active and engaged committee chairs and a lead independent director better ensures that the Board as a whole can serve as a credible challenge to management’s plans and programs and increases transparency.

The Board’s committees also work to ensure that we have the right alignment to support our long-term strategic direction including: (i) an active Board recruitment process focused on developing or acquiring the skill, experience and attributes of both individuals and the Board as a whole needed to support our strategy, (ii) ensuring an appropriate link is established between our compensation design and our long-term strategy to encourage and reward the achievement of our long-term goals and protect shareholder value by discouraging excessive risk taking, and (iii) ensuring that our risk management structure can effectively manage the inherent risks that underlie our strategy.

Other types of risks that the Company faces include:

•macro-economic risks, such as inflation, interest rate fluctuations, reductions in economic growth, or recession;

•political or regulatory risks, such as restriction on access to markets;

•event risks, such as global pandemics, including COVID-19, natural disasters, acts of war or terrorism or cybersecurity breaches; and

•business-specific risks related to financial reporting, credit, liquidity, asset/liability management, market, operational execution (corporate governance, legal and regulatory compliance), and reputation.reputation both of the Company and the financial services industry generally.

Our Enterprise Risk Management Committee (“ERMC”)ERMC of the Board of Directors regularly assessesevaluates our overall risk profile and oversees our risk management programs, which are implemented by our chief risk officer. Information security is a significant operational risk for financial institutions, and includes the risk of losses resulting from cyber-attacks. Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, and information security risk. In light of these risks, the ERMC reviews our data privacy and information security policies and practices on an annual basis. Additionally, the Board assesses the risks and changes in the cyber environment through presentations and reports provided to our ERMC, including participation in annual cyber security education and training.

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10

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Environmental, Social and Governance (“ESG”)

Our Board recognizes the importance of operating in a responsible and sustainable manner aligned with our mission, vision and values. OurThe Compensation and Governance Committee (“CGC”) of the Board is charged with monitoring ESG efforts, and identifies and discusses ESG issues materialrelevant to our business and to the communities where we operate. We consider feedback from investors, employees, regulators, customers and other stakeholders on ESG topics. A key focus of our long-term strategic plan is managing growth through an evolving risk view, in which attention to ESG matters is critical to success.

The Company also aims to accommodate the banking and credit needs of our communities by providing various product offerings and community outreach and engagement. We are committed to building and encouraging an inclusive environment where all our employees and clients are respected and accepted for who they are. The Company provides equal employment opportunities in all facets of employment from the hiring and onboarding experience to compensation, benefits and prospects for career advancement and guidance.

The Board and senior management are committed to continuing to build upon these efforts in the coming years. You may view additional information about the Company’s corporate sustainability and ESG activities on our investor relations website located at www.SeacoastBanking.com.

Environmental Awareness	Disaster Response Programs
	Business continuity plan
	Seacoast has been serving Florida-based communities since 1926 and is aware of the unique exposures of our communities to climate change and to weather-related events. As such, we have invested a great deal of time and effort into developing a strong and effective business continuity plan.
	Customer response plan
	We understand that our customers may experience financial challenges as a result of business interruption from disasters and other emergencies. Seacoast assists by offering special programs, including loan payment assistance and emergency loans to meet individual customer needs.
	Corporate Energy Conservation Efforts
	Select locations are LEED-certified facilities
	Leadership in Energy and Environmental Design (“LEED”) is the most widely used green building rating system in the world, providing a framework for healthy, highly efficient, and cost-saving green buildings. Registered through the U.S. Green Building Council, LEED certification is a globally recognized symbol of sustainability achievement and leadership.
	Select locations with electric vehicle charging stations
	Electric vehicle (“EV”) charging stations, currently available at select branches, provide a valuable amenity for our customers and associates and support the transition away from fossil fuels. Use of these charging stations and the vehicles they support has a tangible impact on greenhouse gas emissions.
	Using reclaimed water for irrigation
	To preserve water resources, our facilities use reclaimed water whenever possible to maintain landscaping. Since 2013, Seacoast has saved over 350,000 gallons of drinkable water by using reclaimed water.
	LED lighting
	Throughout most of our facilities, interior and exterior lighting has been converted to LED, which uses energy more efficiently than other types of bulbs and saves electricity because the life span of LEDs far surpasses that of other bulbs.
	Recycling program
	Recycling and paper shredding programs have been implemented across our footprint, including on our main campus. In addition, electronics are recycled according to federal, state and local guidelines, as well as certified R2 and ISO 14001 guidelines.
	Printing and paper reduction
	We have optimized many of our operational processes, including consolidating printers and increasing awareness of printing and paper use. These changes have helped substantially reduce our use of consumables such as paper, ink, and toner, while reducing electricity use and maintenance costs. Toner cartridges are recycled and paper waste is disposed of responsibly.
	Supplies and sourcing
	Centralized sourcing for the purchase of office supplies reduces waste and lowers costs. Our robust third party risk management function works to ensure that our suppliers apply sustainable and resilient business practices.

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Social Engagement	Health and Well-Being of our Employees, Customers and Communities
	The health, well-being and safety of our employees, customers and communities are our top priority. We continue to be attentive to the health risks of COVID-19 on our associates, and have taken multiple measures to promote safety in our offices and protect our team members. Through our commitment to monitor, assess and implement guidance and best practices recommended by the Centers for Disease Control and Prevention (CDC), we have been able to maintain the continuity of all services that we provide to our customers, while also managing the spread of the virus and promoting the health, well-being and safety of our employees, customers and communities.
	Seacoast provides access to a variety of resources to address personal health and financial wellness. Comprehensive Employee Assistance Plan (EAP) resources are accessible to all associates addressing a wide range of topics from substance abuse to child and elder care resources. Associates are encouraged to balance their physical fitness with their work life with a reimbursement for a portion of fitness center memberships. We also offer financial planning resources for help with student debt, retirement planning and one-on-one financial planning sessions to all associates.
	Additionally, we offer competitive salaries and employee benefits including, among others, paid vacation time, medical, dental and vision insurance benefits, 401(k) plan with company match, and an employee stock purchase plan.
	Diversity and Inclusion
	We strive to create an atmosphere where associates feel welcome and confident bringing their whole self to work. Inclusion, respect, and fairness live at the core of our company culture, and we believe the diversity of our associate base and of the communities we serve make us stronger. We believe that each associate has a unique perspective that can be valuable to our company, our customers, and our communities. We have been intentional in listening to and discussing diversity inclusion, equality and racial issues with our associates.
	As part of the many things we do to support our associates and their families, as well as additional steps we are taking to continue to build on this progress, we have established four Associate Resource Groups (“ARGs”): Black Associates and Allies Network (BAAN), LGBT+, Military Outreach and Women Mean Business, all of which collaborate across regions. The Company places a high value on inclusion, engaging employees in our ARG programs comprised of associates with diverse backgrounds, experiences or characteristics who share a common interest in professional development, improving corporate culture and delivering sustained business results. Each group is sponsored by a senior executive leader. As of December 31, 2021, 20% of employees across the Company are a member of at least one of our ARGs.
	Human Capital Management and Employee Engagement
	The Board believes that human capital management is an important element of the Company’s continued growth and success, and is essential to our ability to attract, retain and develop talented and skilled associates. Our senior leadership and human resources teams, with oversight by our CGC, are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development.
	Seacoast offers competitive compensation, comprehensive benefits and appropriate training to provide growth, development opportunities and multiple career paths within our Company. We invest in our associates through training and development programs, as well as tuition reimbursement to promote continued professional growth. We also identify potential internal candidates to fill positions by evaluating critical job skill sets, identifying competency gaps and creating developmental plans. To ensure that we are meeting associates’ expectations, we conduct an Employee Engagement Survey each year. The results of the survey and the process of ongoing improvement are discussed with the Board at least annually. In 2021, our engagement score was 83%, with 93% participation by the associate base, a 9% increase from the prior year. Of the 93% associate base that participated, 84% of associates recommended Seacoast as a great place to work.

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Social Engagement		Investing in our Communities
		Community Reinvestment
		Demonstrating a strong commitment to serving its communities, Seacoast has established programs under the Community Reinvestment Act (CRA) that are responsive to the credit and deposit services needs of low and moderate income communities. Seacoast’s CRA programs are designed to provide a vehicle that will assist in improving the quality of life and economic well-being of communities, families and businesses across our footprint. In doing so, Seacoast Bank has earned an overall “Outstanding” CRA rating from the Office of the Comptroller of the Currency in each of its six most recent examinations.
		Seacoast encourages all levels of staff and its directors to become active in community service by supporting various community, educational and nonprofit organizations. Seacoast’s CRA Community Ambassador’s Program facilitates greater community engagement and fosters better understanding and improves knowledge of CRA across our footprint. The team of Community Ambassadors is comprised of 25 associates, including the CRA Officer and Director of Compliance, along with two ambassadors from each market who meet on a quarterly basis to discuss initiatives and share resources.
		Community Efforts
		We also encourage investments, philanthropic giving and charitable donations in support of identified economic impact areas, financial literacy and capacity, food insecurity, small business development, housing insecurity, employment instability and access to credit and deposit services for the overall community - and especially for individuals of low and moderate income. Organizations have the opportunity to connect with our Charitable Giving Committee, which has been established to support grant requests. In 2021, Seacoast donated over $100,000 towards local markets representing children, women, people of color, elder care, domestic violence, as well as not-for-profit organizations and foundations, such as Habitat for Humanity and Boys and Girls Club.
		Seacoast is a proud supporter of the United Way, donating over $1 million since 2010. Additionally, charitable donations from Seacoast also supported organizations working to address social and racial unrest during 2020 and 2021. Seacoast annually participates in local back to school drives, food for families drives and holiday toy drives, each of which supports local underrepresented children and families.
		Community Giving Highlights in 2021
		28,147	$21K	4,249	$162K
		pounds of food donated during our annual Food for Families initiative	raised for Making Strides Against Breast Cancer	gifts for families in need collected during our holiday toy drive	raised for local communities through our annual United Way campaign
		Awards and Recognition
		We believe that a key element of sustainability is being a great place to work for our employees. In 2021, Seacoast’s efforts in this area earned several awards and recognitions:
		• American Banker’s Best Banks to Work For
		• Forbes’ 2021 America’s Best Banks Ranking
		• Fortune’s 100 Fastest-Growing Companies
		• Best Places to Work for LGBTQ Equality by the Human Rights Campaign Foundation
		• Top 10 Most Generous Workplaces by United Way of Martin County
		• 2021 Corporate Spirit Award by the United Way of Martin County
		• Manager Excellence Program featured in American Banker
		• Orlando Business Journal’s Best Places to Work

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Governance Practices	Governance Policies
	Seacoast is committed to long-term success through strong corporate governance and ethical business practices, with appropriate controls and transparency forming the foundation for achievement of our strategic mission.
	Important elements of our corporate governance framework are our governance policies, which include:
	• Corporate Governance Guidelines
	• Code of Conduct
	• Code of Ethics for Financial Professionals; and
	• Charters for each of our Board committees
	You may view these and other corporate governance documents on our investor relations website located at www.SeacoastBanking.com, or request a copy, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. Information included on our website, other than the proxy statement and form of proxy, is not a part of the proxy soliciting material.
	Data Privacy and Information Security
	Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, by regularly assessing and updating our response to information security risk and changes in the cyber environment.
	Seacoast has adopted a Data Privacy Policy and Information Security Policy that are reviewed by the Enterprise Risk Management Committee (ERMC) of the Board of Directors on an annual basis. Through an integrated enterprise risk management process, key risks, including those related to privacy and cybersecurity are reviewed and evaluated by the ERMC before they are reviewed by the full Board.
	Board Composition
	Seacoast continues to build a diverse Board with experience aligned with our strategic mission to ensure a balanced mix of directors with a deep knowledge of Seacoast and its markets, as well as new members with fresh perspectives. Our Board consists of all independent Board members, with the exception of two directors, including one executive director. All members of the Audit Committee and Compensation and Governance Committee of the Board and the Chair of the Enterprise Risk Management Committee are independent directors. Women account for 27% of the Board of Directors, including our Compensation and Governance Committee Chair. Our independent directors annually select a Lead Independent Director who chairs regularly scheduled executive sessions, without management present.
	Shareholder Engagement
	The Company engages with our shareholders to ensure that the Board and management are aware of and address issues of importance to our investors. We regularly meet with various institutional shareholders and welcome feedback from other shareholders, which is considered by the Board or appropriate Board committee. In 2021, management met with approximately 40 institutional shareholders, representing over 25% of the company’s ownership at December 31, 2021.

 14

Seacoast is committed to long-term success through strong corporate governance and ethical business practices, with appropriate controls and transparency forming the foundation for achievement of our strategic mission.

Important elements of our corporate governance framework are our governance policies, which include:

• Corporate Governance Guidelines

• Compensation Recoupment Policy

• Code of Conduct

• Code of Ethics for Financial Professionals

• Charters for each of our Board committees

You may view these and other corporate governance documents on our investor relations website located at www.SeacoastBanking.com, or request a copy, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. Information included on our website, other than the proxy statement and form of proxy, is not a part of the proxy soliciting material.

Data Privacy and Information Security

The Company’s information security program is designed to protect sensitive information from unauthorized access, use, disclosure, alteration, or destruction, and to maintain the confidentiality, integrity, and availability of our information assets, including employee and customer non-public information, financial data, and internal operational information. Seacoast is committed to protecting our customers’ personal and financial information. The Company has adopted a Data Privacy Policy and Information Security Policy that are reviewed by the ITC and ERMC of the Board of Directors on an annual basis. Through an integrated process, key risks, including those related to privacy and cybersecurity are reviewed and evaluated by the ITC and ERMC before they are reviewed by the full Board. We have also adopted a Digital Banking Privacy Policy and Privacy Policy Statement to ensure compliance with requirements of the Gramm-Leach-Bliley Act.

Our Board recognizes the importance of maintaining the trust and confidence of our clients, employees and business partners. We strive to continuously assess and update our response to information security risks and changes in the cyber security landscape. Information security risks are identified using internal risk assessments, internal audits, regulatory exams and third-party testing. Identified risks are prioritized, tracked and managed with senior management oversight.

Our data security strategy includes a host of defense mechanisms that include, but are not limited to:

•Policies and procedures

•Annual mandatory employee training, educational opportunities and regular associate communications

•Third party program oversight

•Encryption technologies

•Incident response program

We provide our associates with ongoing training opportunities in addition to annual mandatory training and educational resources to strengthen cybersecurity awareness, keep abreast of cyber environment trends and continue to build knowledge in safeguarding against potential security and fraud risks. Additionally, our information security team maintains awareness of trends and best practices by pursuing professional certifications and educational opportunities with industry experts and professional organizations.

Periodic penetration tests are performed by independent third parties and are audited by an external firm with expertise in information security. Should an information security incident occur, we have resources to assist with forensic analysis, response strategies and crisis communications.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Cybersecurity Risk Management and Governance

The Company’s cybersecurity program, including our information security policies, is designed to align with regulatory guidance and industry practices. To protect our information systems, network, and information assets from cybersecurity threats, we use various security tools, products and processes that help identify, prevent, investigate, and remediate cybersecurity threats and security incidents.

The oversight of cybersecurity, including potentially significant cybersecurity threats or incidents, is delegated primarily to the ITC of the Board. The ERMC of the Board has primary responsibility for overseeing the Company’s comprehensive ERM program. The Enterprise Risk Management program assists senior management in identifying, assessing, monitoring, and managing risk, including cybersecurity risk. Cybersecurity matters and assessments are regularly included in both ITC and ERMC meetings. Additionally, the Board assesses the risks and changes associated with cybersecurity threats through presentations and reports provided by our ITC and ERMC, including participation in annual cybersecurity and information security education and training.

Board Oversight of Strategy and Risk

Our Board has ultimate oversight responsibility for strategy and risk management, and directly advises management on development and execution of the Company’s strategy. Oversight is also provided through the extensive work of the Board’s committees – Audit Committee; Compensation and Governance Committee; Corporate Development Committee; Enterprise Risk Management Committee; and Information Technology Committee – in key areas such as financial reporting, internal controls, compliance, corporate governance, compensation programs, capital planning, risk management and cybersecurity. The ERMC oversees the integration of risk management at Seacoast, monitors the risk framework and makes recommendations to the Board regarding the Company’s risk appetite. The Compensation and Governance Committee oversees risks and exposures related to the Company’s corporate governance, director succession planning, and compensation practices to ensure that they do not encourage imprudent or excessive risk-taking. Additionally, our Information Technology Committee focuses on the Company's risks and exposures related to information and data security, cybersecurity, data privacy, disaster recovery and business continuity.

Board Composition

Seacoast continues to build a diverse Board with experience aligned with our strategic mission to ensure a balanced mix of directors with a deep knowledge of Seacoast and its markets, as well as new members with fresh perspectives. Our Board consists of eight independent Board members. All members of the Audit Committee and Compensation and Governance Committee of the Board and the Chair of the Enterprise Risk Management Committee are independent directors. There are two women on the Board of Directors, including our Compensation and Governance Committee Chair. To further strengthen our corporate governance, our independent directors annually select a Lead Independent Director who chairs regularly scheduled executive sessions, without management present.

Our Corporate Governance Guidelines require that a majority of the Board be composed of independent directors. In accordance with those guidelines, non-employee directors must advise the Chairman of the Board or Chair of the Compensation and Governance Committee in advance of accepting membership on any other public company board and before accepting membership on the audit committee or compensation committee of any other public company board. Employee Directors may serve on no other boards of public companies, unless otherwise approved by the Compensation and Governance Committee.

Shareholder Engagement

The Company engages with our shareholders to ensure transparency and that the Board and management are aware of and address issues of importance to our investors. We regularly meet with various institutional shareholders and welcome feedback from other shareholders, which is considered by the Board or appropriate Board committee. We maintain ongoing responsiveness to institutional and retail shareholders who directly contact us, and we remain committed to timely follow-up. We utilize various channels to engage with shareholders and analysts, including face-to-face and virtual meetings, conferences, road shows, investor calls, quarterly earnings calls and annual shareholder meetings, as well as distributing regular communications through our annual report and proxy statement. In 2023, management met with approximately 60 institutional shareholders, representing over 30% of the company’s ownership at December 31, 2023.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Corporate Governance Principles and Practices

Board Independence

The Company’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SBCF”. Nasdaq requires that a majority of the Company’s directors be “independent,” as defined by the Nasdaq rules. Generally, a director does not qualify as an independent director if the director (or, in some cases, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board of Directors has determined that a majority of the Company’s directors are independent directors under the Nasdaq rules. The Company’s independent directors in 20212023 were: Dennis J. Arczynski, Jacqueline L. Bradley, H. Gilbert Culbreth, Jr., Julie H. Daum, Christopher E. Fogal, Maryann Goebel, Robert J. Lipstein, Alvaro J. Monserrat and Thomas E. Rossin. Ms. Daum resigned from the Board in January 2024. Our governance principles provide that a substantial majority of our directors will meet the criteria for independence required by Nasdaq. Over 80%75% of our Board meetsmet Nasdaq’s criteria for independence.

independence in 2023.

Board Evaluation Process

Periodically, our Board and each Board committee evaluate their performance and effectiveness, along with processes and structure, to identify areas for enhancement. The process is described below.

Element			Description
Corporate Governance Review and Investor Feedback			The CGC reviews corporate governance principles with consideration given to generally accepted practices annually and feedback from investors and makes recommendations for Board changes. This committee also oversees the process for annual board evaluations.
Annual Board & Committee Self-Evaluations			In 2021,2023, Board and committee evaluations were individually conducted to assess the effectiveness of the Board and committees of the Board.
Summary and Review			For the 20212023 Board and committee evaluations, responses were compiled and summarized, including comments, which were reviewed by the Chairman and Lead Independent Director, and who together presented summary results to the full Board. The committee evaluations were reviewed by the respective committee chairs, who then discussed the results with their respective committees and the full Board.
Actions			As a result of the Board evaluation process, the Board gained insight as to governance structure and committee rotation opportunities, director succession and process improvements to facilitate broader engagement with discussion around emerging trends and cultural matters and completion of the CEO succession plan.  matters.

Board Leadership Structure

In 2021, Dennis S. Hudson, III, served as the Executive Chairman of the Board of Directors. As part of the completion of the Company’s succession plan, President and CEO Charles M. Shaffer was appointed Chairman of the Board of Directors, effective February 3, 2022. Prior to Mr. Shaffer’s appointment, Mr. Hudson held the post of Chairman for the past 17 years. Mr. Hudson will continue to serve as a director of the Company’s Board of Directors, and its subsidiary Bank Board of Directors.

The Board leadership framework is provided through: 1) Chairman and CEO Shaffer’s guidance and deep understanding of the financial services industry, 2) a clearly defined lead independent director role, 3) active committees and committee chairs, and 4) talented directors who are committed and independent-minded. At this time, the Board believes this governance structure is appropriate and best serves the interests of our shareholders and other stakeholders.

Lead Independent Director

To further strengthen our corporate governance, our independent directors annually select a Lead Independent Director from the independent directors. Our Board believes that the Lead Independent Director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. In January 2022,2024, the Board re-elected Christopher E. Fogal to serve as Lead Independent Director.

Non-Management Executive Sessions

In order to give a significant voice to our non-management directors, our Corporate Governance Guidelines provide for executive sessions of our non-management and independent directors. Our Board believes this is an important governance practice that enables the Board to discuss matters without management present.

Our non-management directors are given the opportunity to meet in executive session following each regularly scheduled Board meeting. Our independent directors meet separately from the other directors in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Company’s independent directors. Our Lead Independent Director presides at all executive sessions of the independent directors and non-management directors, and sets the agenda for such executive sessions. Any independent director may call an executive session of independent directors at any time. The independent directors met two times in executive session in 2021.

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2023.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Management Succession Planning and Development

Our Board understands that a strong succession framework reduces Company risk and therefore ensures that appropriate attention is given to identify and develop talented leaders. Consequently, we have a robust management succession and development plan which is reviewed annually and updated accordingly. The Board maintains oversight responsibility for succession planning with respect to the position of CEO and monitors and advises management regarding succession planning for other executive officers. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also has short-term contingency plans in place for emergency and unexpected occurrences, such as the sudden departure, death, or disability of our CEO or other executive officers.

The CGC, working with the CEO, annually evaluates succession planning at the senior levels of management and reports the results of such evaluation to the Board, along with recommendations on management development and succession planning. The updated succession plan is reviewed and approved by the Board to ensure that competencies are in alignment with our overall strategic plan.

The annual review of the CEO succession planningplan includes a review of specific individuals identified as active CEO succession candidates, and each of those individuals is reviewed with respect to progress in his or her current job position and progress toward meeting his or her defined leadership development plan. The Company’s CEO and senior management are similarly responsible for supporting “next generation” leadership development by:by identifying core talent, skills and capabilities of future leaders within the Company; assessing the individuals against leadership capabilities; identifying talent and skill gaps and development needs; assisting with internal candidate development; and identifying significant external hiring needs.

The Board and individual Board members may advise, meet with, and assist CEO succession candidates and become familiar with other senior and future leaders within the Company. Directors are encouraged to become sufficiently familiar with the Company’s executive officers to be able to provide perspective on the experience, capabilities and performance of potential CEO candidates. The Board encourages senior management, as well as other members of management who have future leadership potential within the Company, to attend and present at Board meetings so that each can be given appropriate exposure to the Board. The Board may contact and meet with any employee of the Company at any time, and are encouraged to make site visits, to meet with management, and to attend Company, industry and other events.

Committee Structure

Oversight is also provided through the extensive work of the Board’s five committees – Audit Committee; CompensationAudit; CGC; CDC; ERMC; and Governance Committee (“CGC”); Corporate Development Committee (“CDC”); and Enterprise Risk Management Committee (“ERMC”)ITC – in key areas such as financial reporting, internal controls, compliance, corporate governance, succession planning, compensation programs, capital planning, cybersecurity and risk management. The Audit Committee and the CGC consist entirely of independent, non-management directors.

In addition, each year, the Board and each of its committees review a schedule of agenda topics to be considered in the coming year. Each Board and committee member may raise subjects that are not on the agenda at any meeting and suggest items for inclusion in future agendas. The Company believes that the foregoing structure, policies, and practices, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion, evaluation of decisions and direction from the Board of Directors.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

BOARD MEETINGS AND COMMITTEES

Board Meeting Attendance

The Board of Directors held six regular meetings and twofour special meetings during 2021.2023. Each of the directors attended either in-person or virtually at least 75% of the total number of meetings of the Board of Directors and committees on which they served.

Annual Meeting Attendance

The Company encourages all of its directors to attend its annual shareholders’ meetings but understands that situations may arise that prevent such attendance. A total of ninesix of the 11 then-incumbent Directorsdirectors attended the Company’s 20212023 annual shareholders’ meeting, of which five Directors attended by phone in light of travel restrictions and safety precautions amid COVID-19, and four Directors attended in-person.

meeting.

Board Committees

The Company’s Board of Directors has fourfive standing permanent committees.committees, including the newly formed Information Technology Committee established in May 2023. These committees serve the same functions for the Company and the Bank. The current composition of each Company committee and the number of meetings held in 20212023 are set forth in the table:

Board Committee Membership and 20212023 Committee Meetings

Director Name	Audit	Compensation & Governance	Corporate Development	Enterprise Risk Management
Dennis J. Arczynski (1)	✔		✔	✔ (2)
Jacqueline L. Bradley (1)			✔
H. Gilbert Culbreth, Jr. (1)		✔
Julie H. Daum (1)		✔
Christopher E. Fogal (1)(3)	✔
Maryann Goebel (1)	✔	✔ (2)		✔
Dennis S. Hudson, III (4)			✔
Robert J. Lipstein (1)	✔ (2)			✔
Alvaro J. Monserrat (1)	✔	✔	✔
Thomas E. Rossin (1)			✔ (2)	✔
Charles M. Shaffer (5)
TOTAL MEETINGS HELD IN 2021	8	9	8	6

(1)

Independent Director

(2)

Committee Chair

(3)

Lead Independent Director

(4)

Former Executive Chairman of the Board

(5)

Chairman of the Board appointed February 3, 2022

Director Name

Audit

Compensation & Governance

Corporate Development

Enterprise Risk Management

Information Technology

Dennis J. Arczynski (1)

✔

✔

✔

(2)

✔

Jacqueline L. Bradley (1)

✔

H. Gilbert Culbreth, Jr. (1)

✔

Julie H. Daum (1)(5)

✔

Christopher E. Fogal (1)(3)

✔

✔

Maryann Goebel (1)

✔

✔

(2)

✔

✔

Dennis S. Hudson, III

✔

Robert J. Lipstein (1)

✔

(2)

✔

✔

Alvaro J. Monserrat (1)

✔

✔

✔

✔

(2)

Thomas E. Rossin (1)

✔

(2)

✔

Charles M. Shaffer (4)

✔

Joseph B. Shearouse, III (6)

✔

TOTAL MEETINGS HELD IN 2023

9

7

4

6

3

(1)     Independent Director

(2)    Committee Chair

(3)    Lead Independent Director

(4) Chairman of the Board

(5) Resignation effective as of January 30, 2024

(6) Appointed as a member of the Board of Directors effective July 20, 2023

Each committee has a charter specifying such committee’s responsibilities and duties. Each committee charter, including the Audit Committee and Compensation and Governance Committee charters, are reviewed annually. These charters are available on the Company’s website at www.SeacoastBanking.com or upon written request.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Key Committee Responsibilities

AUDIT COMMITTEE			COMPENSATION AND GOVERNANCE COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews Seacoast’s financial statements and internal accounting controls, and reviews reports of regulatory authorities and determines that all audits and examinations required by law are performed •appoints the independent auditors, reviews their audit plan, and reviews with the independent auditors the results of the audit and management’s response thereto •reviews the procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including anonymous complaints and changes to the Company’s Code of Conduct •reviews and approves related party transactions •reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff and those outsourced to a third party; oversees the audit function and appraises the effectiveness of internal and external audit efforts			•determines, or recommends to the Board, the compensation of the Company’s and the Bank’s key executive officers •recommends director compensation for Board approval  approval. •administers the Company’s incentive compensation plans and other employee benefit plans •oversees the preparation of the “Compensation Discussion and Analysis” section of this proxy statement •identifies and recommends to the Board qualified individuals to serve as members of the Boards of Directors of the Company and/or the Bank •oversees efforts to create a diverse workforce that fosters and supports an inclusive culture  workforce. •takes a leadership role in shaping corporate governance policies, practices, and guidelines, and oversees the Board’s governance processes •proposes recommendations to the Board of Directors concerning management development and succession planning activities at the senior levels of management •oversees environmental stewardship and social responsibility reporting,ESG efforts and corporate sustainability matters
Independence / Qualifications			Independence / Qualifications
•all committee members are independent under Nasdaq and SEC rules and each member is able to read and understand financial statements •at least one committee member ismust be an “audit committee financial expert” as defined by Item 407 of Regulation S K;S-K; the Board has determined that Christopher E. Fogal and Robert J. Lipstein are such financial experts •      the Audit Committee met four times in private session with our independent auditor, and four times in private session without members of management present, following meetings in 2021  2023			•all committee members are independent under Nasdaq and SEC rules •no member of the committee ishas been a former officer within the last three years or is a current officer or employee of the company or any of its subsidiaries •no member has any interlocking relationship with the Company requiring disclosure under the rules of the SEC

CORPORATE DEVELOPMENT COMMITTEE			ENTERPRISE RISK MANAGEMENT COMMITTEE			CORPORATE DEVELOPMENT COMMITTEE
Key Responsibilities			Key Responsibilities
•reviews capital planning and allocations consistent with the Company's risk appetite to ensure capital adequacy and an acceptable return on capital •supports, sources and/or challenges M&A activities related to bank and non-bank entities as pertinent to the Company's stated strategic objectives •oversees business model transformation activities, including investments in corporate development •reviews and monitors the Company's long-term corporate development strategies and progress •ensures appropriate strategic metrics and modeling capabilities are used in order to assess the strength of the existing strategies and potential investment, aligned with the Company's stated strategic objectives •ensures that management is effectively and consistently communicating with shareholders in a manner that is aligned with the Company's broader strategic vision			•monitors the risk framework to assist the Board in identifying, considering, and overseeing critical issues and opportunities •evaluates strategic opportunities from a risk perspective, highlights key risk considerations embedded in such strategic opportunities, and makes recommendations on courses of actionactions to the Board based on such evaluation •provides oversight of the risk management monitoring and reporting functions to help ensure these functions are independent of the lines of business line or risk-taking processes •makes recommendations to the Board regarding the Company’sCompany's risk appetite, limits and policies and reviewing the strategic plan to help ensure it aligns with the Board-approved risk appetite •reviews key management systems, processes and decisions, and assesses the integrity and adequacy of the risk management function to help build risk assessment data into critical business systems
INFORMATION TECHNOLOGY COMMITTEE
Key Responsibilities
•      recommendsprovides oversight of the Company's data privacy and information security policies, and reviews reporting of technology and cybersecurity risks •assesses technology risks related to information technology, information and data security, cybersecurity, data privacy, disaster recovery and business continuity •reviews the Board the capital policy consistent with the Company’sCompany's risk appetite, strategy and reviews capital adequacy and its allocation to each line of business						•      supports, sources and/or challenges M&A activitiesobjectives related to bankstechnology risks and non-bank entities as pertinent to the Company’s stated strategic objectives  policies and processes for mitigating such risks •monitors technology risk management and the effectiveness of the Company's technology risk assessment processes •oversees information security reporting, including overall status of the information security program and compliance with regulatory guidelines •reviews technology strategy, emerging industry trends and the business model transformation activities including investments in corporate development  continuity management program •      reviews capital allocationsoversees cybersecurity risks and planning to ensure an acceptable return on capital while ensuring timely exits from businesses that do not provide an acceptable return or have limited growth prospects  •      reviewstolerances, policies, controls and procedures and the Company’s long-term corporate development strategies and monitors progress tracking  •      makes inquiriesadequacy of management that appropriate strategic metrics and modeling capabilities are used in order to assess the strength of existing strategies and potential investments, aligned with the Company’s stated strategic objectives  •      ensures that management is effectively and consistently communicating with shareholders in a manner that is aligned with the Company’s broader strategic vision  related insurance coverage

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

AUDIT COMMITTEE REPORT

The Audit Committee is currently comprised of five directors: Dennis J. Arczynski, Christopher E. Fogal, Maryann Goebel, Robert J. Lipstein (Chair) and Alvaro J. Monserrat.

The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Seacoast Banking Corporation of Florida (the “Company”) in its general oversight of the Company’s accounting, auditing and financial reporting practices. Management is primarily responsible for the Company’s financial statements, systems of internal controls and compliance with applicable legal and regulatory requirements. The Company’s independent registered public accounting firm, Crowe LLP, for the year ended December 31, 20212023 is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion (pursuant to Section 404 of the Sarbanes-Oxley Act of 2002) on the effectiveness of internal control over financial reporting.

The members of the Committee are not professional auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm, nor can the Committee certify that the Company’s registered public accounting firm is “independent” under applicable rules. The Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Committee’s members in business, financial and accounting matters. To carry out its responsibilities, the Committee held eightnine meetings in 2021.

2023.

In the performance of its oversight responsibilities, the Committee has reviewed and discussed with management and Crowe LLP the audited financial statements of the Company for the year ended December 31, 2021.2023. Management represented to the Committee that all financial statements were prepared in accordance with accounting principles generally accepted in the United States and that these statements fairly present the financial condition and results of operations of the Company at the dates and for the periods described. The Committee has relied upon this representation without any independent verification, except for the work of Crowe LLP. The Committee also discussed these statements with Crowe LLP, both with and without management present, and has relied upon their reported opinion on these financial statements. The Committee’s review included discussion with Crowe LLP of the matters required to be discussed under Public Company Accounting Oversight Board standards.

With respect to the Company’s independent registered public accounting firm, the Committee, among other things, discussed with Crowe LLP matters relating to its independence and received from Crowe LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence.

On the basis of these reviews and discussions, and subject to the limitations of its role, the Committee recommended that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, for filing with the Securities and Exchange Commission.

The Audit Committee:

Robert J. Lipstein, Chair

Dennis J. Arczynski

Christopher E. Fogal

Maryann Goebel

Alvaro J. Monserrat

February 25, 2022

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27, 2024

17

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

OWNERSHIP OF OUR COMMON STOCK

The tables below provide information regarding the beneficial ownership of our common stock as determined in accordance with SEC rules and regulations as of the Record Date by (i) each of the Company’s directors, (ii) each of the named executive officers, (iii) all current directors and executive officers as a group, and (iv) each beneficial owner of more than 5%. As of the Record Date, 61,233,93784,927,621 shares of common stock were outstanding. Unless otherwise indicated, and subject to community property laws where applicable, the Company believes that each of the shareholders named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned.

Director, Executive Officers and Certain Beneficial Stock Ownership

As of the Record Date, based on available information, all directors, director nominees and executive officers of Seacoast as a group (14(15 persons) beneficially owned approximately 1,213,5651,259,091 outstanding shares of common stock, constituting 2.0%1.5% of the total number of shares of common stock outstanding at that date as set forth in the table below. In addition, as of the Record Date, various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 227,534514,556 outstanding shares, or 0.4%0.5% of the outstanding shares, of Seacoast common stock, including shares held as trustee or agent of various Seacoast employee benefit and stock purchase plans.

The following table also sets forth information regarding the number and percentage of shares of common stock held by all persons and entities, or principal shareholders, known by the Company to beneficially own 5% or more of the Company’s outstanding common stock, exclusive of directors and officers. The information regarding beneficial ownership of common stock by the entities identified below are included in reliance on reports filed by the entities with the SEC, except that the ownership percentage is based on the Company’s calculations.

Name of Beneficial Owner	Amount and Nature of	Percentage of
Directors and Executive Officers	Beneficial Ownership	Outstanding Shares
Dennis J. Arczynski	56,526 (1)	*
Jacqueline L. Bradley	32,543 (2)	*
H. Gilbert Culbreth, Jr.	87,673 (3)	*
Julie H. Daum	66,051 (4)	*
Christopher E. Fogal	49,147 (5)	*
Maryann Goebel	31,098 (6)	*
Dennis S. Hudson, III	570,514 (7)	*
Robert J. Lipstein	14,480 (8)	*
Alvaro J. Monserrat	18,945 (9)	*
Thomas E. Rossin	19,908 (10)	*
Charles M. Shaffer	167,794 (11)	*
Tracey L. Dexter	10,052 (12)	*
Joseph M. Forlenza	19,198 (13)	*
Juliette P. Kleffel	69,636 (14)	*
All directors and executive officers as a group (14 persons)	1,213,565	2.0%
Name of Beneficial Owner	Amount and Nature of	Percentage of
Certain Other Beneficial Owners	Beneficial Ownership	Outstanding Shares
BlackRock, Inc.
55 East 52nd Street	8,625,827 (15)	14.8%
New York, NY 10055
T. Rowe Price Associates, Inc.
100 E. Pratt Street	4,581,082 (16)	7.8%
Baltimore, MD 21202
Capital World Investors
333 South Hope Street	4,106,901 (17)	7.0%
Los Angeles, CA 90071
The Vanguard Group
100 Vanguard Boulevard	3,619,289 (18)	6.2%
Malvern, PA 19355

Name of Beneficial Owner Directors and Executive Officers			Amount and Nature of Beneficial Ownership			Percentage of Outstanding Shares
Dennis J. Arczynski			62,529 (1)			*
Jacqueline L. Bradley			37,790 (2)			*
H. Gilbert Culbreth, Jr.			96,882 (3)			*
Christopher E. Fogal			56,953 (4)			*
Maryann Goebel			36,471 (5)			*
Dennis S. Hudson, III			517,891 (6)			*
Robert J. Lipstein			25,172 (7)			*
Alvaro J. Monserrat			23,956 (8)			*
Thomas E. Rossin			25,297 (9)			*
Charles M. Shaffer			194,328 (10)			*
Joseph B. Shearouse, III			37,444 (11)			*
Tracey L. Dexter			19,968 (12)			*
Joseph M. Forlenza			35,291 (13)			*
Juliette P. Kleffel			73,963 (14)			*
Austen D. Carroll			15,156			*
All directors and executive officers as a group (15 persons)			1,259,091			1.5%
Name of Beneficial Owner Certain Other Beneficial Owners			Amount and Nature of Beneficial Ownership			Percentage of Outstanding Shares
BlackRock, Inc. 50 Hudson Yards New York, NY 10001			12,349,790 (15)			14.5%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355			6,030,200 (16)			7.1%
Wellington Management Group LLP 280 Congress Street Boston, MA 02210			4,551,911 (17)			5.4%

* Less than 1%

 20

(1)

Includes 3,729 shares held in a limited liability company, as to which shares Mr. Arczynski has sole voting and investment power. Also includes 9,110 shares held jointly with his wife, as to which shares Mr. Arczynski may be deemed to share both voting and investment power. Also includes 34,126 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Arczynski has no voting or dispositive power. Also includes 5,561 shares that Mr. Arczynski has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(2)

Includes 17,040 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Bradley has no voting or dispositive power. Also includes 8,503 shares that Ms. Bradley has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(3)

Includes 10,000 shares held in an IRA, 26,000 shares held in a family limited liability company, and 8,200 shares held in a family sub-S corporation, as to which shares Mr. Culbreth has sole voting and investment power. Also includes 1,000 shares held jointly with Mr. Culbreth’s children and 10,328 shares held jointly with his wife, as to which shares Mr. Culbreth may be deemed to share both voting and investment power. Also includes 28,331 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Culbreth has no voting or dispositive power. Also includes 2,142 shares that Mr. Culbreth has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(4)

Includes 30,494 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Daum has no voting or dispositive power. Also includes 8,138 shares that Ms. Daum has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(5)

Includes 4,490 shares held jointly with Mr. Fogal’s wife and 4,688 shares held by Mr. Fogal’s wife, as to which shares Mr. Fogal may be deemed to share both voting and investment power. Also includes 20,470 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Fogal has no voting or dispositive power. Also includes 8,138 shares that Mr. Fogal has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(6)

Includes 19,533 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Goebel has no voting or dispositive power. Also includes 5,561 shares that Ms. Goebel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(7)

Includes 51,416 shares held by Sherwood Partners Ltd, of which Mr. Hudson is the general partner and has sole voting and investment power with respect to such shares. Also includes 18,104 shares held jointly with Mr. Hudson’s wife. Also includes 31,343 shares held in the Company’s Retirement Savings Plan, and 272,631 shares that Mr. Hudson has the right to acquire by exercising options that are exercisable within 60 days after the Record Date. Also includes 27,488 shares held by Mr. Hudson’s wife as to which shares Mr. Hudson may be deemed to share both voting and investment power. Includes 9,356 shares held in an IRA.

(8)

Includes 12,168 shares held jointly with Mr. Lipstein’s wife.

(9)

Includes 12,372 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Monserrat has no voting or dispositive power and 3,573 shares that Mr. Monserrat has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(10)

Includes 72 shares held jointly with Mr. Rossin’s wife. Also includes 19,836 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Rossin has no voting or dispositive power.

(11)

Includes 1,118 shares held in the Company’s Retirement Savings Plan and 5,559 shares held in the Company’s Employee Stock Purchase Plan. Also includes 104,251 shares that Mr. Shaffer has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(12)

Includes 344 shares held in the Company’s Employee Stock Purchase Plan. Also includes 2,842 shares that Ms. Dexter has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(13)

Includes 12,635 shares that Mr. Forlenza has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(14)

Includes 35,966 shares that Ms. Kleffel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(15)

According to a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 27, 2022 with the SEC with respect to Seacoast common stock beneficially owned as of December 31, 2021, BlackRock, Inc. has sole voting power with respect to 8,625,827 shares of Seacoast common stock and sole dispositive power with respect to 8,625,827 shares of Seacoast common stock. The Schedule 13G/A provides that BlackRock is a parent holding company and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of BlackRock. In addition, BlackRock reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and that one such person, iShares Core S&P Small-Cap ETF, is known to have more than 5% of Seacoast common stock.

(16)

According to a Schedule 13G/A filed jointly by T. Rowe Price Associates, Inc., (“Price Associates”) and T. Rowe Price Funds on February 14, 2022 with the SEC with respect to Seacoast common stock beneficially owned as of December 31, 2021, Price Associates has sole voting power with respect to 1,049,861 shares of Seacoast common stock and sole dispositive power with respect to 4,581,082 shares of Seacoast common stock. The Schedule 13G/A provides that Price Associates is an investment advisor and not more than 5% of Seacoast common stock is owned by any one client subject to the investment advice of Price Association. The schedule further provides that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of Price Associates. In addition, Price Associates reported that in respect to securities owned by any one of the T. Rowe Funds, only the custodian has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock.

(17)

According to a Schedule 13G/A filed by Capital World Investors, a division of Capital Research and Management Company (“CRMC”), and its various investment management subsidiaries, on February 14, 2022 with the SEC with respect to Seacoast common stock beneficially owned as of December 31, 2021, Capital World Investors has sole voting power with respect to 4,106,901 shares of Seacoast common stock and sole dispositive power with respect to 4,106,901 shares of Seacoast common stock. The Schedule 13G/A provides that Capital World Investors is an investment advisor and that the shares of common stock listed on the Schedule 13G/A is owned on behalf of one client subject to the investment advice of Capital World Investors. In addition, Capital World Investors reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and that one such person, SMALLCAP World Fund, Inc., is known to have more than 5% of Seacoast common stock.

(18)

According to a Schedule 13G/A filed by The Vanguard Group on February 9, 2022 with the SEC with respect to Seacoast common stock beneficially owned as of December 31, 2021, The Vanguard Group has shared sole dispositive power with respect to 3,532,201 shares of Seacoast common stock and 87,088 shares have shared dispositive voting power and 44,210 shares with shared voting power. The Schedule 13G/A provides that The Vanguard Group is an investment advisor and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of The Vanguard Group, the parent holding company. In addition, The Vanguard Group reported that no one person is known to have more than 5% of Seacoast common stock.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

(1) Includes 8,005 shares held in a limited liability company and 3,000 shares held in a SEP-IRA, as to which shares Mr. Arczynski has sole voting and investment power. Also includes 9,110 shares held jointly with his wife, as to which shares Mr. Arczynski may be deemed to share both voting and investment power. Also includes 35,853 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Arczynski has no voting or dispositive power. Also includes 5,561 shares that Mr. Arczynski has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(2) Includes 22,287 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Bradley has no voting or dispositive power. Also includes 8,503 shares that Ms. Bradley has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(3) Includes 10,000 shares held in an IRA, 26,000 shares held in a family limited liability company, and 8,200 shares held in a family sub-S corporation, as to which shares Mr. Culbreth has sole voting and investment power. Also includes 1,000 shares held jointly with Mr. Culbreth’s children and 10,328 shares held jointly with his wife, as to which shares Mr. Culbreth may be deemed to share both voting and investment power. Also includes 37,540 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Culbreth has no voting or dispositive power. Also includes 2,142 shares that Mr. Culbreth has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(4) Includes 6,875 shares held jointly with Mr. Fogal’s wife and 4,688 shares held by Mr. Fogal’s wife, as to which shares Mr. Fogal may be deemed to share both voting and investment power. Also includes 25,891 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Fogal has no voting or dispositive power. Also includes 8,138 shares that Mr. Fogal has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(5) Includes 24,910 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Ms. Goebel has no voting or dispositive power. Also includes 5,561 shares that Ms. Goebel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(6) Includes 51,416 shares held by Sherwood Partners Ltd, of which Mr. Hudson is the general partner and has sole voting and investment power with respect to such shares.  Also includes 18,104 shares held jointly with Mr. Hudson’s wife.  Also includes 32,538 shares held in the Company’s Retirement Savings Plan, and 133,300 shares that Mr. Hudson has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.  Also includes 21,867 shares held by Mr. Hudson’s wife as to which shares Mr. Hudson may be deemed to share both voting and investment power.  Includes 9,356 shares held in an IRA.

(7) Includes 5,166 shares held in IRA as to which Mr. Lipstein has sole voting and investment power. Also includes 17,694 shares held jointly with Mr. Lipstein’s wife, as to which shares Mr. Lipstein may be deemed to share both voting and investment power.

(8) Includes 17,383 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Monserrat has no voting or dispositive power and 3,573 shares that Mr. Monserrat has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(9) Includes 72 shares held jointly with Mr. Rossin’s wife, as to which shares Mr. Rossin may be deemed to share both voting and investment power. Also includes 25,225 shares held in the Bank’s Directors’ Deferred Compensation Plan for which receipt of such shares has been deferred, and as to which shares Mr. Rossin has no voting or dispositive power.

(10) Includes 1,308 shares held in the Company’s Retirement Savings Plan and 7,075 shares held in the Company’s Employee Stock Purchase Plan. Also includes 47,496 shares that Mr. Shaffer has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(11) Includes 40 shares held by Mr. Shearouse's wife.

(12) Includes 656 shares held in the Company’s Employee Stock Purchase Plan and 244 shares held in the Company's Executive Deferred Compensation Plan. Also includes 2,842 shares that Ms. Dexter has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(13) Includes 12,635 shares that Mr. Forlenza has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.

(14) Includes 27,466 shares that Ms. Kleffel has the right to acquire by exercising options that are exercisable within 60 days after the Record Date.    

(15) According to a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 23, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 31, 2023, BlackRock, Inc. has sole voting power with respect to 12,186,719 shares of Seacoast common stock and sole dispositive power with respect to 12,349,790 shares of Seacoast common stock. The Schedule 13G/A provides that BlackRock is a parent holding company and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of BlackRock. In addition, BlackRock reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and that one such person, iShares Core S&P Small-Cap ETF, is known to have more than 5% of Seacoast common stock.

(16) According to a Schedule 13G/A filed by The Vanguard Group on February 13, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 29, 2023, The Vanguard Group has shared sole dispositive power with respect to 5,879,070 shares of Seacoast common stock and 151,130 shares have shared dispositive voting power and 57,017 shares with shared voting power. The Schedule 13G/A provides that The Vanguard Group is an investment advisor and that the shares of common stock listed on the Schedule 13G/A are owned by various subsidiaries of The Vanguard Group, the parent holding company. In addition, The Vanguard Group reported that no one person is known to have more than 5% of Seacoast common stock.

(17) According to a Schedule 13G jointly filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP ("Wellington") on February 14, 2024 with the SEC, with respect to Seacoast common stock beneficially owned as of December 29, 2023, each shared voting power with respect to 3,436,175 shares of Seacoast common stock and shared dispositive power with respect to 4,4551,911 shares of Seacoast common stock. The Schedule 13G provides that each, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings, LLP, is a parent holding company and that the shares of common stock listed on the Schedule 13G is owned on behalf of various clients of one or more investment advisory subsidiaries directly or indirectly owned by Wellington Capital Group LLC and subject to the investment advice of one or more investment advisors of Wellington Investment Advisors Holdings LLP. In addition, Wellington reported that various persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, these shares of common stock, and no one person is known to have more than 5% of Seacoast common stock.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, executive officers and persons beneficially owning more than 10% of the Company’s common stock are required to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of such reports and written representations from the reporting persons, the Company believes that, during and with respect to fiscal year 2021,2023, all filing requirements applicable to its directors, executive officers and beneficial owners of more than 10% of its common stock were complied with in a timely manner.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Named Executive Officers

Named Executive Officers (“NEOs”) are appointed annually at the organizational meetings of the respective Boards of Directors of Seacoast and the Bank, to serve until the next annual meeting and until successors are chosen and qualified. In 2021, Mr. Hudson served as Executive Chairman. Mr. Shaffer served as President and CEO in 2021 and was elected Chairman of the Board on February 3, 2022.

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CHARLES M. SHAFFER   Chairman and CEO			Age: 50			Tenure: 26 Years

Dennis S. Hudson, III Former Executive Chairman	Age: 66                 Education: MBA, Florida State University                                 Tenure: 45 years SELECT PRIOR EXPERIENCE: ●     Director of Seacoast and Bank since 1984 ●     Chairman of Seacoast from 2005 to 2021 ●     CEO of Seacoast from 1998 to 2020 and Bank from 1992 to 2020  ●     Over 45 years of banking experience with Seacoast OTHER AFFILIATIONS/CERTIFICATIONS: ●     Chesapeake Utilities Corporation, member of board, audit and compensation committees  ●     Board Member and Chair of the Finance Committee of the Community Foundation for Palm Beach and Martin counties ●     Former independent director of PENN Capital Funds, a mutual fund group managed by PENN Capital Management from 2015 to 2021 ●     Miami Branch of Federal Reserve Bank of Atlanta Board from 2005 to 2010
Charles M. Shaffer Chairman and CEO	Age: 48                 Education: MBA, University of Central Florida                          Tenure: 24 years SELECT PRIOR EXPERIENCE: ●      •CEO and Director of Seacoast and Bank since January 2021 ●      •President of Seacoast since June 2020 ●      •Held various executive roles of Seacoast and the Bank including Chief Financial Officer, Chief Operating Officer, Community Banking Executive, and Controller from 2005 to 2020 ●      •Over 20 years of diverse experience from multiple roles including strategy, corporate finance, traditional sales, and alternative sales platforms	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: ●      •CPA licensed in Florida ●      •Board Member, United Way of Martin County ●      •Board Member, Florida Bankers Association BancServ ●      •Board Member, Armellini Express Lines
Tracey L. Dexter EVP, Chief Financial Officer	Age: 48                 Education: •MBA, University of Central Florida •B.S., Florida State University •B.A., Florida Atlantic University •University of Pennsylvania Wharton School of Business Advanced Management Program
TRACEY L. DEXTER  Executive Vice President  Chief Financial Officer			Age: 50			Tenure: 5 years 7 Years
			SELECT PRIOR EXPERIENCE: ●      •SVP and Controller at Seacoast from January 2017 to June 2020 ●      •Senior Manager, Banking and Capital Markets Practice of PricewaterhouseCoopers ●      •Held various positions in audit and advisory roles ●      •Over 20 years of accounting and audit experience			OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: ●      •CPA licensed in Florida ●      •Former Series-7 Registered Financial Advisor ●      •Board Member, of Hibiscus Children’s Center •B.S., Florida State University •B.A., Florida Atlantic University
			Joseph JOSPEH M. Forlenza EVP, FORLENZA Executive Vice President Chief Risk Officer	Age: 60                 Education: B.S., Pace University                                              62			Tenure: 5 years 7 Years
SELECT PRIOR EXPERIENCE: ●      •EVP and Chief Audit Executive of Seacoast and Bank from January 2017 to April 2019 ●      •Managing Director and Chief Audit Executive of Treasury and Commercial Lending with GE Capital from 2015 to 2017 ●      •Served numerous roles, including Chief Audit Executive for broker-dealer and Audit Director covering capital markets, banking and risk management functions for over 20 years at Citigroup ●      •Various audit and consulting in financial services positions with Coopers & Lybrand ●      •Over 35 yearsof financial services, risk management, treasury, valuation, and internal audit experience			OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: ●      •CPA licensed in New York ●      •Member of the Risk Management Association ●      •Board Member and Treasurer, of The Falls Homeowner Association •B.S., Pace University
JULIETTE P. KLEFFEL Executive Vice President Chief Operating Officer			Age: 53			Tenure: 9 Years
			Juliette P. Kleffel SELECT PRIOR EXPERIENCE: •EVP and Chief Banking Officer			Age: 51                 Education: The Stonier Graduate School at Seacoast from July 2020 to December 2023 •Served in several roles, including EVP of Small Business Banking,Tenure: 7 years SELECT PRIOR EXPERIENCE: ●     EVP and Community Banking Executive and Central FloridaOrlando Market President at Seacoast to July 2020 ●     EVP and Community Banking Executive at Seacoast from 2017 to 2020 ●     EVP and Small Business Banking Sales Leader at Seacoast from October 2014 to January 2017 ●     2020 •Held various positions managing Government Lending/SBA, Treasury Sales, Marketing, as well as Commercial Lending with BankFIRST from November 2000 to October 2014 until the merger into Seacoast ●      •Over 25 years of retail and business banking experience in the Orlando market	OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: ●      •Executive Board Member, of Edgewood Children’s Ranch ●      •Executive Board MemberMember/Vice Chairman and Finance Committee member, for the Central Florida YMCA ●      •Lifetime Director, for the West Orange County Chamber of Commerce ●      •Former Executive Director, of the National Entrepreneur Center, The Gardens at DePugh Nursing Home and Garden Theatre ●      •Certified Lender Business Banker •The Stonier Graduate School of Banking
AUSTEN D. CARROLL Executive Vice President Chief Lending Officer			Age: 46

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Tenure: 3 Years
SELECT PRIOR EXPERIENCE: •Chief Banking Officer with Ameris Bank from December 2018 to July 2020 •Served as Regional and Market Presidents with Ameris Bank between 2008 and 2018 •Held various positions managing credit and special assets with Darby Bank from 2004 to 2008 •Over 25 years of commercial and business banking experience in the Southeastern region of the U.S.			OTHER EDUCATION/AFFILIATIONS/CERTIFICATIONS: •Louisiana State University Graduate School of Banking •B.S., Valdosta State University

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

2021

2023 Performance Considerations

Our strategic plan for 20212023 continued to focus on shareholder value creation, and the CGC used average annual earnings per share (“EPS”) growth and average annual return on average tangible common equity (“ROATE”) relative to peers as key indicators that management is on the right path to produce sustainable long-term value. EPS growth provides a direct link to value creation at the shareholder level, and ROATE provides a measure of risk-adjusted returns that illustrates the health of the Company. The CGC determined the amount of annual short-term and long-term incentives to award to our named executive officers (“NEOs”) for 20212023 using a qualitative assessment of management’s performance in 20212023 and 2020,2022, respectively, taking into account both growth and returns with consideration given to our risk framework. The assessment process included scorecards that identified shared and individual goals for the year in the areas of operations, technology, risk, talent, and business transformation, with our average annual EPS growth and average annual ROATE serving as the primary considerations for long-term incentive awards granted in 2021.2023. The number of long-term incentive awards granted in 20222024 will be based on the scorecard assessment of performance in 2021.

2023.

Say on Pay Results

In 2021,2023, our “Say on Pay” proposal received 98.5%98.2% support compared with 91.5% support in line with 99.5% support in 2020;2022, indicating plan design and governance are well aligned with our shareholders. While our historical results indicate strong support for Seacoast’s NEO compensation, the CGC continues to review our executive compensation structure to increase its effectiveness and further align with shareholder interests in light of changing industry dynamics.

Our Executive Compensation Design Priorities and Prohibitions

Design Priorities (what we do)			Design Prohibitions (what we don’t do)
✓  PManage our executive compensation programs to have a strong pay-for-performance orientation. ✓ PLink performance-based incentive awards to enterprise-wide and individual performance goals. ✓ PGrant our NEOs equity-based awards based on Company and individual performance. ✓ PEmphasize long-term stock-based awards in our executive compensation and total incentive strategies. ✓ PSet meaningful performance goals that align management with shareholder interests. ✓ PRequire Tier 1 Capital compliance thresholds to be met in order for any portion of the PSUs to vest. ✔ PEnsure that incentives are sensitive to risk considerations. ✔ PProvide minimal executive perquisites. ✓ PMaintain executive stock ownership requirements, and require post-settlement holding periods or mandatory deferral of certain performance-based awards. ✓ PProvide reasonable executive post-employment and change-in-control protections. ✓   Require “clawback” provisions PMaintain a clawback policy for certainexecutive incentive-based compensation to ensure accountability. ✓accountability and in accordance with NASDAQ listing requirements. PEngage with shareholders on their concerns or priorities for our director and executive compensation programs.			ONo repricing of stock options without shareholder approval.      ONo incentives that encourage improper risk taking.      ONo excise tax gross-ups upon a change in control.   ONo single trigger vesting acceleration on unvested equity in connection with a change-in-control. ONo hedging, and limited pledging, of our common shares by our directors and executive officers.

2021

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

2023 NEO Pay

•Salary changes for our NEOs in 20212023 were made largely to reflect several important changes in dutiesadditional work by the NEOs related to the Company's successful transition to a mid-size bank and responsibilities. Cumulativethe acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with a new mid-size bank peer group. Mr. Shaffer’s base salary forincreased 31% and Mr. Shaffer increased 20% in 2021 in connection with his promotion to CEO, and Ms. Dexter’sForlenza’s base salary increased 14% in recognition of her expanded contributions as CFO in 2021. Mr. Hudson’s32%. The salary decreased 33% in connection with his change in role from CEO to Executive Chairman. Salary increasesincrease for the remaining NEOs were 2% or less.was 19%.

•In 2021,2023, our NEOs received short-term incentives based on Company performance in 2022 for the year and the achievement of pre-established individual goals. Mr. Shaffer’s award was also based on the successful transition of the CEO rolegoals and additional changes in our leadership structure, as well as the ongoing achievement of the Company’s strategic plan. Awards were paid in cash as disclosed in the 2023 proxy statement. Short-term incentives based on Company performance for 2023 and achievement of pre-established goals will be paid in 2024 in the form of time-based RSAs that vest over a three-year period.

•In 2021,2023, our NEOs received awards of Performance Share Units (“PSUs”) that vest based on the level of achievement of goals relating to average annual growth in EPS and average annual ROATE over a three-year period relative to the performance of a selected peer group. PSUs for which performance goals are met will vest in 2024,2026, subject to the grantee’s continued service.

•In 2021,2023, our NEOs also received awards of time-based Restricted Stock Awards (“RSAs”)RSAs that vest over a three-year period. Mr. Shaffer’s 2021 RSA award also included a one-time special award in recognition of his appointment as CEO.

•The number of PSUs and RSAs granted in 20212023 was determined by the CGC based upon the scorecard assessment of 20202022 performance. Any awards granted based upon 20212023 scorecard performance will be granted in 2022.2024.

Summary of Compensation Decisions in 2021

2023

The CGC structures the compensation program for executive management with an emphasis on long-term performance-based compensation. For planning purposes, the CGC focuses on the sum of annual base salary, annual short-term incentives and the values it considers and approves for equity awards, which are granted in the subsequent year based on annual scorecard performance. We refer to this planning value as Total Direct Compensation or “TDC”. The CGC considered this TDC in its decision process when determining the value of the total incentive award value granted in 2021.2023. The following chart illustrates the relative emphasis of each pay element in relation to TDC, as disclosed in our 20212023 Summary Compensation Table (“SCT”),

2021.

2023 NEO Mix of Total Direct Compensation

Chairman and Chief Executive Officer*

Other Named Executive Officers

* Includes an additional $1,000,000 in RSAs in connection with Mr. Shaffer’s promotion to CEO in 2021.

In general, the CGC closely aligns the compensation of our executives with the creation of both short-term profitability and long-term value for our shareholders by structuring a substantial portion of TDC as “at risk” incentive pay. The CGC relies on this structure to ensure that bothannual short-term incentives are fully reflective of performance for the year in which they are earned, and long-term incentive awards are fully reflective of performance for the year in which cash bonuses are earned and newtheir target award values are determined.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Base Salary

All of our named executive officersNEOs receive a base salary that reflects the CGC’s assessment of the NEO’s skills and value to Seacoast. It is the CGC’s philosophy to keep salaries within a competitive market range and increase base salaries in response to increases in the size, scope or complexity of an executive’s job, in connection with a promotion or other forms of recognition that appropriately reflect value considerations, or to maintain the desired level of internal relative value. Effective January 1, 2021, Mr. Shaffer was promotedFor 2023, salary changes were made largely to Presidentreflect additional work by the NEOs related to the Company's successful transition to a mid-size bank and CEOthe acquisition of Professional Holding Company, and its banking subsidiary, Professional Bank, Seacoast's first acquisition of a publicly traded company, as well as alignment of NEO base salaries with additional responsibilities incorporated into his duties as part of the Company’s succession plan.a new mid-size bank peer group. Mr. Shaffer’s base salary increased 20% for 2021. Ms. Dexter’s31% and Mr. Forlenza’s base salary increased 14% in recognition of her exapanded contributions as CFO. In addition, Mr. Hudson became Executive Chairman effective January 1, 2021, transitioning his duties as CEO to Mr. Shaffer. Mr. Hudson’s base32%. The salary decreased 33% to reflect this role change.increase for the remaining NEOs was 19%. The 20212023 annualized base salary actions for our named executive officersNEOs are summarized in the following table.

2021

2023 Annualized Base Salary Actions

Named Executive Officer	2020	2021	% Change
Dennis S. Hudson, III *	$600,000	$400,000	(33%)
Charles M. Shaffer	$500,000	$600,000	20%
Tracey L. Dexter	$330,000	$375,000	14%
Joseph M. Forlenza	$325,000	$330,000	1%
Juliette P. Kleffel	$375,000	$384,000	2%

Named Executive Officer			2022			2023			% Change
Charles M. Shaffer			$720,000			$942,000			31%
Tracey L. Dexter			$400,000			$475,000			19%
Joseph M. Forlenza			$340,000			$450,000			32%
Juliette P. Kleffel *			$400,000			$475,000			19%
Austen D. Carroll			$400,000			$475,000			19%

* Mr. Hudson retired retired from his role as Chairman and Chief Executive Officer and was appointed Executive ChairmanExcludes promotional base salary increase for Ms. Kleffel's promotion to COO on January 1, 2021.

December 15, 2023.

Annual Short-Term Incentives

Incentive Awards

Seacoast awarded annual short-term cash incentivesincentive ("STI") awards to its NEOs in 20222024 in recognition of the Company’s annual performance and individual annual performance of each NEO in 2021.

2023. The awards were paid out in 2024 in the form of time-based RSAs vesting over three years. In prior years, these awards were paid in cash.

For 2021 short-term incentives,2023, Seacoast established an objective annual incentive structure that includesincluded both qualitative and quantitative components, reflectingproviding an opportunity for NEOs to earn an annual cash or stock bonus based upon achievement of individual and Company performance goals.Individual payouts reflect the individual executive’sNEO’s performance against pre-established individual goals as well as Company performance in 2021 relative to peer performance for return on tangible common equity, EPS growth and pre-provision net revenue growth. Individual goals covered the implementation of specific qualitative goals related to the implementation of the Company’s strategic plan objectives. Actual payoutobjectives, while quantitative targets were established by the CGC specific to the Company’s performance in 2023 relative to peers for ROATE, EPS growth, pre-provision net revenue growth, and performance relative to target efficiency ratio. The Committee assigned an equal weight to each quantitative performance measure, and achievement levels for each quantitative measure ranged from 0% if below the third quartile of performance relative to the peer group to a maximum of 200% if in the top decile.

The overall STI award amounts arewere targeted at 100% of the target quantitative objectives, with a qualitative overlay adjustment of +/- 15% based on qualitative target performance achievement determined atin the discretion of the CGC based on its qualitative assessment of overall performance, with input from the CEO.

Each NEO’s STI target award amount was determined by the Committee based on market pay and performance data from the compensation peer group and the McLagan Regional Bank and Pearl Meyer Mid-Size Bank surveys, as provided by the Company’s compensation consultant.

All STI awards are subject to clawback provisions that allow the Company to recoup incentive-based compensation paid to NEOs and other designated employees if the Company is required to restate its financial statements.

The following table sets forth the 2023 STI targets and achievement for each NEO:

Named Executive Officer			STI Target ($)			STI Amount Achieved * ($)			Achievement (%)
Charles M. Shaffer			$942,000			$838,380			89%
Tracey L. Dexter			$350,000			$311,500			89%
Joseph M. Forlenza			$275,000			$244,750			89%
Juliette P. Kleffel			$375,000			$333,750			89%
Austen D. Carroll			$375,000			$333,750			89%

* STI awards paid in 2024, reflective of 2023 performance, were paid out in the form of RSAs that vest over a three-year period, rather than in cash.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Equity Awards

Seacoast’s equity strategy has evolved in order to increase the alignment ofaligns equity recipients with shareholder interests, supportsupports our retention strategies, and elevateelevates our visibility and appeal as an employer of choice for highly skilled talent. The following tables summarizetable summarizes the evolution and emphasis of our equity strategies since 2019.

Evolution of strategy for long-term growth.

Seacoast’s Equity Strategies

Strategy

Annual Grant Cycle

Type of Equity

Performance Period / Payout Range / Vesting Period

Performance Objective(s)

2019 (Dec. 2023 (Apr.)

PSUs

•75% of 2019 LTI Award performance-based •3-year Performance Period, (2019-2021), with additional service required through the end of 2022 the year following the Performance Period •Payout as a % of Target (0-225%)

•Relative Average Annual EPS Growth (50%) •Relative Average Annual ROATE (50%) •Tier 1 Capital Compliance

RSAs

RSAs

•25% of 2019 LTI Award •3-year ratable vesting

•Pay-for-performance as part of LTI planLTIP in recognition of overall performance in 2018

2020 (Apr.)

PSUs

•      75% of 2020 LTI Award performance-based •      3-year Performance Period (2020-2022), with additional service required through the end of 2023 •      Payout as a % of Target (0-225%)

•      Relative Average Annual EPS Growth (50%) •      Relative Average Annual ROATE (50%) •      Tier 1 Capital Compliance

RSAs

•      25% of 2020 LTI Award •      3-year ratable vesting

•      Pay-for-performance as part of LTI plan in recognition of overall performance in 2019

2021  (Apr.)

PSUs

•      75% of 2021 LTI Award performance-based •      3-year Performance Period (2021-2023), with additional service required through the end of 2024 •      Payout as a % of Target (0-225%)

•      Relative Average Annual EPS Growth (50%) •      Relative Average Annual ROATE (50%) •      Tier 1 Capital Compliance

RSAs

•      25% of 2021 LTI Award •      3-year ratable vesting

•      Pay-for-performance as part of LTI plan in recognition of overall performance in 2020 prior year

2021

2023 Performance Stock Unit (“PSU”) Awards

2021

2023 PSUs represent stock-settled incentive awards where payout can vary from 0% to 225% of the target number of shares granted. One-half of the PSUs will be earned based on Seacoast’s three-year (2021-2023)(2023-2025) average annual growth in EPS (“EPS PSUs”) relative to the peer group described under “Benchmarking and“Compensation Peer Group”. The remaining one-half of the PSUs will be earned based on Seacoast’s three-year (2021-2023)(2023-2025) average annual return on average tangible common equity (“ROATE PSUs”) relative to the peer group. PSUs for which performance goals are met will vest on December 31, 2024,2026, subject to the grantee’s continued service. The CGC selected EPS and ROATE given their importance in our strategic plan and significant influence on our stock price performance over sustained periods of time. In each case, the number of PSUs actually earned will be determined by our performance as compared to the peer group performance as approved by the CGC at the time of grant, subject to an absolute performance payout cap. PSU payouts will be capped at 100% of the target number of shares granted in the event that certain absolute EPS and ROATE hurdles are not met, irrespective of performance relative to the peer group. The PSUs also include a risk-based condition (meet or exceed minimum requirements for Tier 1 Regulatory Capital) that must be met in order for any portion of the awards to vest. Cash dividend or dividend equivalents on PSUs awarded to management are accrued from the grant date and paid only if and when the underlying units become vested and payable.

Time-Based Restricted Stock Awards (“RSA”)

Our pay-for-performance stock incentive strategy is balanced with the use of time-based RSAs to enhance holding power, retention and recruitment, while further aligning the interests of the executives and shareholders. The RSAs granted in 20212023 were issued in recognition of 20202022 performance, and vest ratably over a three-year period. Dividends may be payable subject to additional restrictions as determined by the CGC and reflected in the award agreement, or when the underlying shares are vested.

Overview of Executive Compensation

Role of the CGC

The CGC is responsible for establishing our compensation philosophy and for overseeing our executive compensation policies and programs generally. As part of this responsibility, the CGC:

•regularly interacts with our executives in order to make informed decisions on performance, potential, developmental needs and their value to Seacoast;

•approves our executive compensation programs, including construction of our peer group, issuance of equity awards, and certification of results;

•evaluates the performance of the CEO and determines the CEO’s compensation;

•reviews the performance of other members of executive management and their compensation adjustments proposed by the CEO; and

•assesses our incentive strategies from a risk perspective, ensuring that earnings opportunities strike the right balance between risk and reward and that our executives are not motivated to take excessive risks.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Role and Independence of the Compensation Consultant

The CGC is comprised solely of independent directors and met nineseven times in 2021.2023. The CGC engaged Alvarez and Marsal, LLC (“A&M”) as its independent compensation consultant to advise the CGC in 2021.2023. A&M periodically attended CGC meetings, including executive sessions, and provided information and advice independent of management and, at the direction of the CGC Chair, assisted management with various activities that support Seacoast’s executive compensation program. The CGC evaluated these considerations pursuant to SEC and NASDAQ rules and concluded that the engagement of A&M, and the services it provided did not raise any conflict of interest.

In addition, the CGC engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as special compensation consultant to advise and provide information to the CGC with respect to the compensation of the Lead Independent Director in January 2021. The CGC evaluated these considerations pursuant to SEC and NASDAQ rules and concluded that the engagement of FW Cook, and the services it provided did not raise any conflict of interest.

Benchmarking and

Compensation Peer Group

The CGC relies on market pay data and related research to inform its decision on the construction and expected outcomes of our director and executive compensation programs. In considering peer group construction, the CGC recognizes that Seacoast competes for executive talent against a wide variety of financial services organizations that rely on or want to acquire the skill sets that our executives offer. As a result, the CGC relies substantially on information developed from a size-appropriate, high-performing core bank industry compensation peer group in its decision process. In terms of assessing the effect of the CGC’s decisions on how we position pay vis-à-vis market, we rely exclusively on pay and performance data developed using our core bank industry compensation peer group or, as needed, from the McLagan Regional Bank Survey.and Pearl Meyer Mid-Size Bank surveys. The CGC does not identify a specific target level or percentile of base salary, incentive cash, or stock-based awards for our NEOs. Instead, pay outcomes, which include the target value of stock awards to be earned for future performance, initially are determined by internal performance and talent considerations. The CGC then compares contemplated NEO pay actions against market pay levels for reasonableness with the market assessments serving as key points of reference and validation in the CGC’s process.

In 2021,

For 2023, the CGC evaluated and selected a new peer group for determining relative performance. To better align with the Company's growth and transition to a mid-size bank, the peer group was selected from comparable publicly-traded banks primarily southeast companies, with market capitalizationsasset sizes between $1-$13-$350 billion. In comparison, Seacoast's asset size was approximately $15 billion and total assets above $5 billion.as of December 31, 2023. This determination reflects the CGC’s desire to incorporate an important relative performance dimension that is critical to our efforts to continue to grow the value of Seacoast. The CGC sees this approach as appropriate given its expectations for performance and growth.

The CGC reviews the peer group annually to ensure continued appropriateness, and makes changes when it believes warranted. In 2021, no changes to the peer group were made. Our 20212023 Peer Group was comprised of:

2022 PEER GROUP

2021
			2023 PEER GROUP
Ameris Bancorp (ABCB)			FB Financial Corp.(FBK)First Busey Corp (BUSE)			ServisFirst Bankshares, Inc. (SFBS)
Atlantic Union Bankshares (AUB)			First BanCorp (FBNC)Interstate BancSystem, Inc. (FIBK)			Simmons First National (SFNC)
BancFirst Corp. (BANF)			First Busey Corp (BUSE)Home Bancshares, Inc. (HOMB)			Tompkins Financial (TMP)TowneBank (TOWN)
BancorpSouthCVB Financial Corp. (CVBF)			Independent Bank (BXS)Corp. (INDB)			Heritage Financial (HFWA)			TowneBank (TOWN)Trustmark Corporation (TRMK)
BrooklineEnterprise Financial Services (EFSC)			Independent Bank Group, Inc. (IBTX)			United Community Banks, Inc. (UCBI)
First Bancorp (BRKL)(FBNC)			Pacific Premier Bancorp, Inc. (PPBI)			Trustmark Corporation (TRMK)WesBanco, Inc. (WSBC)
City Holding Co. (CHCO)First Financial Bankshares, Inc. (FFIN)			Renasant Corp. (RNST)			United Community (UCBI)
Eagle Bancorp (EGBN)	S&T Bancorp, Inc. (STBA)	WesBanco Inc. (WSBC)
EnterpriseWSFS Financial (EFSC)	Sandy Spring Bancorp (SASR)	Corporation (WSFS)

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Executive Compensation Framework Highlights

Structure
STRUCTURE			Reasoning REASONING
COMPENSATION PEER GROUP:
A comparator group of banks and other financial institutions of similar size, business model and financial performance. performance			Our business model requires us to compete with these companies for executive talent in order to achieve our business objectives related to growth, innovation and profitability. profitability
COMPENSATION PHILOSOPHY:
•No specific target level or percentile of pay relative to comparable positions •Pay decisions reflect the performance of the Company and each executive in relation to prior year pay and performance, planning considerations, and relationship to market pay levels and practices of the peer group •Actual pay relative to the market data will vary based on performance in terms of the calibration of total incentive awards and amounts ultimately earned from our LTIP			•Improve pay for performance linkage •Align pay with overall value of each individual to Seacoast •Ensure reasonableness of pay relative to industry peers and market data •Ensure a significant portion of pay is “at-risk”, consistent with philosophy and comparator group practices •To understand potential payments assuming various Company performance outcomes and understand how potential performance extremes are reflected in pay, which is a component of our compensation risk assessment
EQUITY:
•Mix of time-based and performance-based structure with a long-term emphasis weighted more heavily toward PSUs (75%) •Meaningful stock-based award opportunities “right-sized”"right-sized" for company and individual performance considerations and needs •A substantial portion of TDC for our named executive officersNEOs delivered as performance-based pay •Annual award cycles •3-year PSU performance period aligning program design with typical industry practices. A mandatory 12-month post- performancepost-performance period vesting requirement on the settlement of any shares earned ensures sensitivity to risk considerations and additional holding power. power			•PSUs allow for upside in underlying shares, providing direct linkage between potential award payouts and management’smanagement's success at driving earnings growth and improving returns without inappropriate risk taking •RSAs provide a key retentive component to our overall compensation package •Provide more compensation contingent upon achievement of performance goals or our stock’s performance •Aligns more closely with shareholder interests •Continuously recalibrate performance expectations and promote consistent improvement •Enhance long-term performance accountability •Provide executives with an economic incentive to deliver sustainable results within a risk appropriate framework
PERFORMANCE SCORECARDS:
•Performance scorecards serve as the basis for annual cash incentive compensation; and the target value of equity awards granted in the subsequent year •Performance scorecards are also used to consider the annual cash bonus for the performance year			•Establish clear expectations for individual goals as well as link with enterprise-wide growth, return and risk management objectives •To understand important context that may impact the evaluation of each executive such as;as experience, skills and scope of responsibilities, individual performance and succession planning

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2021

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

2023 EXECUTIVE COMPENSATION ACTIONS

The CGC and our CEO rely on quantitative and qualitative assessments of the performance of our NEOs, and other members of the senior management team given our accelerated growth, the rapid evolution of business, and the changing demands on our executives. The assessment process utilizes scorecards that are approved at the start of each year, establishing performance guidelines against which results are compared at the end of the year. Performance ratings are then developed for each NEO, which are used to inform the CGC’s decision regarding pay actions. The CGC believes that qualitative assessments of NEO performance for the purpose of compensation, development and advancement continue to serve the best interests of our shareholders.

Our CEO works closely with the CGC in establishing executive compensation and overall bonus and incentive payments each year. The CEO evaluates the performance of each NEO and other senior executives, and, based on these performance evaluations, market compensation surveys, and other data, he will then make qualitative assessments and recommendations to the CGC. The CEO also presents incentive compensation payment recommendations for the CGC’s consideration. The CGC evaluates and makes a qualitative assessment of the CEO’s performance and determines his compensation without the CEO present.

The number of performance-based equityPSUs and time-based equity awardsRSAs granted in 20212023 was determined based on 20202022 performance scorecard evaluations. Equity awards relating to 20212023 performance scorecard evaluations will be granted in 2022.2024. Short-term cash incentives for 20212023 were based on 20212023 performance scorecard evaluations.

2021evaluations and will be paid in 2024.

2023 Pay Outcomes

	Dennis S. Hudson, III Executive Chairman (1)	Charles M. Shaffer President & CEO	Tracey L. Dexter EVP & CFO	Joseph M. Forlenza EVP & CRO	Juliette P. Kleffel EVP & CBO
Base Salary	$400,000	$600,000	$375,000	$330,000	$384,000
Cash Incentive (2)	$400,000	$640,000	$350,000	$220,000	$260,000
RSA(3) (4)	$200,000	$1,000,000	$62,500	$56,250	$68,750
PSU (4)	$600,000	$450,000	$187,500	$168,750	$206,250

(1)	Executive Chairman of the Board of Directors until January 2022.

(2)	Cash incentive paid in 2022 reflective of 2021 performance.

(3)	Includes promotional increase for Mr. Shaffer’s promotion to CEO on January 1, 2021.

(4)	Grant date value.

			Charles M. Shaffer Chairman & CEO			Tracey L. Dexter EVP & CFO			Joseph M. Forlenza EVP & CRO			Juliette P. Kleffel EVP & COO (1)			Austen D. Carroll EVP & CLO
Base Salary			$942,000			$475,000			$450,000			$475,000			$475,000
Short-Term Incentive (2)			$838,380			$311,500			$244,750			$333,750			$333,750
RSA (3)			$300,000			$106,250			$106,250			$125,000			$125,000
PSU (3)			$900,000			$318,750			$318,750			$375,000			$375,000

(1) Chief Banking Officer until December 15, 2023. Excludes promotional increase for Ms. Kleffel's promotion to COO on December 15, 2023.

(2) Short-term incentive award paid in 2024, reflective of 2023 performance, was paid in the form of restricted stock vesting over a three year period, rather than cash. This value will be used as an input in our CIC severance calculations in lieu of cash bonus.

(3) Grant date value.

Key Influences in Compensation Decisions

Performance Metrics

The components of our executive compensation program are intended to align with long-term shareholder value creation. Key performance considerations include the use of relative rather than absolute measures for performance metrics and an overall LTIP mix of 25% time-based RSAs and 75% performance-based PSUs split evenly between EPS and ROATE. One-half of the performance-based stock units granted in 20212023 (the “EPS Growth Units”) shall beare eligible to vest based on the Company’s Average Annual EPS Growth for the three-year performance period, relative to the average ratio of the peer group, and one-half of the performance-based stock units granted in 20212023 (the “ROATE Units”) shall beare eligible to vest based on the Company’s Average Annual ROATE for the same performance period, relative to the average ratio of the peer group. PSUs for which performance goals are met will vest one year fromfollowing the performance period, subject to the grantee’s continued service.

Senior executives are also eligible to receive an annual STI cash compensationbonus as a component of the executive compensation program based on individual goals and performance measurements. Overall, STI isannual short-term incentive awards are calculated based on pre-established target goals, including Company performance in 20212023 relative to peer group performancepeers for return on tangible common equity, earnings per shareROATE, EPS growth, and pre-provision net revenue growth, and performance relative to target efficiency ratio, with payouts of the amounts earned to be made in 2022.

2024 and determined by the CGC’s qualitative assessment of overall performance.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

For 2021,2023, senior executives were assessed on the following performance:

Component			What it Measures			Why it is Used
Long-Term Incentive
Average Annual EPS Growth			Earnings per share (EPS) is the portion of the Company’s profit allocated to each share of common stock.			A broadly used indicator of profitability, useful for tracking performance over time or in comparison to benchmarks.
Average Annual ROATE			Net income as a percentage of average shareholders’ equity, excluding intangible assets.			A broadly used indicator of effective utilization of capital, useful for tracking performance over time or in comparison to benchmarks.

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Component	What it Measures	Why it is UsedShort-Term Incentive
Short-Term Incentive
Core EPS Growth	EPS is the portion of the Company’s profit allocated to each share of common stock.	Indicator of profitability and performance over time or in comparison to benchmarks over the fiscal year.
Core ROATE Normalized Growth	Net income as a percentage of average shareholders’ equity, excluding intangible assets.			Indicator of effective utilization of capital and performance or in comparison to benchmarks for normalized peer average over the fiscal year.
Core EPS Growth			EPS is the portion of the Company’s profit allocated to each share of common stock.			Indicator of profitability and performance over time or in comparison to benchmarks over the fiscal year.
Pre-provision Net Revenue Growth			Sum of net interest income and non-interest income less expenses before adjusting for loss provisions.			Indicator of profitability and performance over time, or in comparison to benchmarks over the fiscal year, before the impact of credit provisioningprovision and credit losses.
Efficiency Ratio			Ratio of non-interest operating expenses and income after adjusting for loss provisions.			Indicator of the Company’s effectiveness of cost-efficiency and utilization of its resources to generate profitability.

Individual Contributions

The CGC also considers roles and responsibilities of the CEO and each NEO and links most of the pay for senior executives to long-term business strategies and key priorities. Considerations for 20212023 awards included the following items.

items:

Dennis S. Hudson, III, Executive Chairman of the Board *
			•	Smooth and successful transition to our new CEO in first year
	•	Ongoing support and leadership guidance and mentorship to CEO and other senior leaders
	•	Serving as an ambassador for the Company within the communities in which we operate
	•	Maintaining good relations with external constituents, including customers, shareholders, investors and analysts
	•	Continuous engagement and interaction with customers and associates at internal and external events
	•	Providing the Board and the CEO with insight with depth of industry experience and historical knowledge of our operations
Charles M. Shaffer, PresidentChairman and Chief Executive Officer
			•	Full transition to CEO in first year to include oversight of line of business operating units and senior leadership
	•	Ongoing leadership and contributions to our business strategy and corporate development efforts, including the successful acquisition and integration of LegacyProfessional Bank and announcementintegration of the acquisitions of Florida BusinessDrummond Community Bank and Sabal Palm Bank.
	•	Driving improvementstalent enhancement and growth inacross Seacoast’s commercial banking operations
	franchise •	Maintaining strong associate engagement and enterprise-wide alignment with Company culture
	•	Enhancing our customers’ digital experience
	Delivering significant growth in Seacoast's wealth management division •	ConsistenciesConsistency in delivering shareholder value
Tracey L. Dexter, Executive Vice President, Chief Financial Officer
			•	Contributions to enterprise-wide business strategy efforts
	•	Deeper engagement with associates, peers and external stakeholders
	efficiency initiatives •	Building strong relations with shareholders by establishing sound reputation of financial transparency
	•	Collaborating on ESG efforts and coordinating communication of the Company’s ESG initiatives, including additional visibility by launching our digital corporate sustainability page
	•	Monitoring of financial planning and analysis and deposits strategy
	•	Key role in investment decision-making and prioritizing the support for key projects and teams, including M&A •Successfully integrating bank acquisitions in 2023
Joseph M. Forlenza, Executive Vice President, Chief Risk Officer
			•	Continued contributions to the Company’s enterprise-wide risk management process
	•	Improvements in governance, risk, and compliance oversight and reporting
	•	Key role in rigorous due diligence of M&A opportunities
	•	Additional enhancements to the BSA Program, CRA Program and Third PartyThird-Party Risk Management Program
	•	ImplementationIntegration and management of proper change management processes
	internal legal counsel team •	Maintained regulatory relationships and exam management
	•	IdentificationSuccessful execution of tactics addressing identified risk factors and established long-term tactics toin the transition to a mid-size bank collaboratively with leadership across the organization
Juliette P. Kleffel, Executive Vice President, Chief BankingOperating Officer *
			•	Substantial year-over-year productivity gains in organizational units
	•	Contributions to the integrationenhancement of a competitive digital experience
	•	Achievement of record growth in our wealth management linedivision •Execution of business
	SBA Program strategy initiatives and top talent acquisition •	Key driver of Seacoast’s balanced growth strategy delivering growth in new client acquisition, and enhancingto enhance client satisfaction in multiple areas across the enterprise
	•	Successful execution of responsibilities across the organization including residential, marine, and SBA lending, wealth management and the Customer Service Center

* Executive Chairman of the Board of Directors until January 2022.

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Austen D. Carroll, Executive Vice President, Chief Lending Officer

•Successfully integrated Nature Coast Insurance and execution of business strategy •Contributions to the hiring of key leadership roles to build out the middle market segment in commercial banking •Expansion of key teams in Ocala, Gainesville, Fort Lauderdale and Sarasota •Key driver of Seacoast’s balanced growth strategy •Successful collaboration with internal partners to ensure adequate support and speed to market •Continued enhancements to commercial treasury management products and talent

* Chief Banking Officer until December 15, 2023.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Other Elements of the 20212023 Compensation Program for Executive Officers

Change in Control Severance Benefits

We provide change in control severance benefits to the named executive officersNEOs to encourage them to consider the best interests of shareholders by stabilizing any concerns about their own personal financial well-being in the face of a potential change in control of the Company. These agreements are described under “Employment and Change in Control Agreements”, and detailed information is provided under “2021“2023 Other Potential Post-Employment Payments.”

Retirement and Employee Welfare Benefits

We sponsor a retirement savings plan for employees of the Company and its affiliates (the “Retirement Savings Plan”) and a nonqualified deferred compensation plan for certain executive officers (the “Executive Deferred Compensation Plan”). We offer these plans and make contributions to them, to provide employees with tax-advantaged savings vehicles and to encourage them to save money for their retirement. The Executive Deferred Compensation Plan is described under “Executive Compensation–Nonqualified Deferred Compensation.”

In addition to our retirement programs, we provide employees with welfare benefits, including hospitalization, major medical, disability and group life insurance plans and paid vacation. We also maintain a Section 125 cafeteria plan that allows our employees to set aside pre-tax dollars to pay for certain benefits. All of the full-time employees of the Company and the Bank, including the named executive officers,NEOs, are eligible to participate in the Retirement Savings Plan and our welfare plans, subject to the terms of those plans.

The Bank provides supplemental disability insurance to certain members of executive management, including the named executive officers,NEOs, in excess of the maximum benefit of $15,000 per month provided under the group plan for all employees. The supplemental insurance provides a benefit up to 70% of the executive’s monthly pre-disability income based on the executive’s base salary and annual incentive compensation not to exceed $17,500. Coverage can be converted and maintained by the individual participant after employment ends. The benefit may be reduced by income from other sources, and a partial benefit is paid if a disabled participant is able to work on a part-time basis. In 2021,2023, the Company paid an aggregate of $5,052$6,427 for supplemental disability insurance for the named executive officers.

NEOs.

The retirement and employee welfare benefits paid by the Company for the named executive officersNEOs that are required to be disclosed in this proxy statement are included in the “Summary Compensation Table,” the “Components of All Other Compensation,” and the “Nonqualified Deferred Compensation Table,” and are described in the footnotes thereto.

Supplemental Executive Retirement Plan Agreement

On December 10, 2021, the Company and the Bank entered into a Supplemental Executive Retirement Plan Agreement (the “SERP”) with Mr. Shaffer. The SERP is intended to provide retirement benefits to Mr. Shaffer. None of the other named executive officersNEOs participate in the SERP. For additional information regarding the SERP, see the “Pension Benefits Table” and the narrative accompanying that table.

Executive Perquisites

We do not consider perquisites to be a significant element of our compensation program. However, we believe they are important and effective for attracting and retaining certain executive talent. We do not provide tax reimbursements, or “gross-ups,” on perquisites. For additional details regarding the executive perquisites, see the “Summary Compensation Table” and the “Components of All Other Compensation.”

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Clawback Policy

We have adopted a Compensation Recoupment Policy to recover incentive compensation from any executive officer or former executive officer when:

•the incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of an accounting restatement, regardless of whether the executive engaged in misconduct or otherwise contributed to the requirement for the restatement; and

•a lower payment or award would have been made to the executive officer based upon the restated financial results.

The policy is available on our website at www.SeacoastBanking.com and is compliant with new SEC and Nasdaq requirements.

Hedging and Pledging Policy

The Company has adopted a hedging and pledging policy. The policy prohibits our employees, including our executive officers and directors, from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of our stock, including, without limitation, exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards or short sales.

In addition, directors and executive officers are required to obtain advance approval of any pledging of Company shares as collateral for loans, including holding Company shares in margin accounts. The policy also limits pledging to reasonable purposes (as defined in the policy) and limits the value of the securities pledged in connection with a loan or other indebtedness to $250,000.

Stock Ownership Guidelines

The Board has established stock ownership guidelines for its officers and directors, as described below:

Individual/Group			Stock Ownership Target			Holding Requirement
						Before Ownership Target Met			After Ownership Target Met
Chief Executive Officer			5 times annual base salary			75% of net shares until target number of shares is met			50% of net shares held for one year after vesting/ exercise
Other Senior Executive Officers			3 times annual base salary
Non-Employee Directors			3 times annual retainer

Our executive compensation program is designed to allow a participant to earn targeted ownership over a reasonable period, usually within four years, provided individual and Company targets are achieved and provided the participant fully participates in the program. For purposes of these guidelines, “net shares” means shares of stock in excess of those sold or withheld to satisfy the minimum tax liability upon vesting or conversion. All of our NEOs and non-employee directors have met or are on track to meet their stock ownership target.

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

Strategies to Ensure that Incentive Compensation is Sensitive to Risk Considerations

The CGC and our Chief Risk Officer share the view that our incentive strategies strike the right balance between risk and reward, motivating and retaining our executives in ways that align with shareholder interests but do not motivate inappropriate or excessive risk taking. The evolution of our incentive strategies reflects our commitment to listen to our shareholders and continuously refine our programs to align with our governance and risk management efforts given the growth of Seacoast and changes within the industry and what is deemed as best practice.

Strategy			Compensation Design
Compensation is tied to equity and Company performance			•Time-based RSAs vesting period is three years •Performance period for PSU awards is three years, with an additional time-based vesting year following the performance period
Seacoast performance at levels that equal or exceed the industry			•Annual short-term incentive compensation that incorporates a quantitative component based on relative performance for ROATE, EPS growth and pre-provision net revenue growth •PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, which the CGC views as key indicators of our performance
Governance Considerations			•PSU performance period allows for direct and relevant pay and performance comparisons with industry competitors and alternative investments that share our risk profile •PSU program includes two types of goals; PSUs will be earned for growth in average annual EPS, and PSUs will be earned for average annual ROATE, each compared to peer ratios •PSU payouts are capped at target in the event that certain absolute Company performance levels in EPS and ROATE are not met •No PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained
Risk Considerations			•PSUs for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s continued service •In addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the net shares received upon vesting for an additional 12 months •Maintained service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards •Maintained “clawback” provisions for certain incentive-based compensation to ensure accountability

Risk Analysis of Incentive Compensation Plans

The CGC reviews the sensitivity of our performance and incentives to risk considerations for our executives throughout the year. It also periodically reviews our cash and equity incentive strategies for other key contributors. In 2021,2023, the CGC with the assistance of our Chief Human Resources Officer completed a review of our incentive strategies for our incentive eligible non-executive employees. The CGC concluded that our incentive compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy, will not motivate people to take excessive or imprudent risks, and do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Clawback Policy

We have adopted a Compensation Recoupment Policy to recover incentive compensation from any executive officer when:

the incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of an accounting restatement, regardless of whether the executive engaged in misconduct or otherwise contributed to the requirement for the restatement; and

a lower payment or award would have been made to the executive officer based upon the restated financial results.

The policy is available on our website at www.SeacoastBanking.com.

Hedging and Pledging Policy

The Company has adopted a hedging and pledging policy. The policy prohibits our employees, including our executive officers and directors, from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of our stock, including, without limitation, exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards or short sales.

In addition, directors and executive officers are required to obtain advance approval of any pledging of Company shares as collateral for loans, including holding Company shares in margin accounts. The policy also limits pledging to reasonable purposes (as defined in the policy) and limits the value of the securities pledged in connection with a loan or other indebtedness to $250,000.

Stock Ownership Guidelines

The Board has established stock ownership guidelines for its officers and directors, as described below:

Individual/Group	Stock Ownership Target	Holding Requirement
		Before Ownership Target Met	After Ownership Target Met
Chief Executive Officer	5 times annual base salary	75% of net shares until target number of shares is met	50% of net shares held for one year after vesting/ exercise
Other Senior Executive Officers	3 times annual base salary
Non-Employee Directors	3 times annual retainer

Our executive compensation program is designed to allow a participant to earn targeted ownership over a reasonable period, usually within five years, provided individual and Company targets are achieved and provided the participant fully participates in the program. For purposes of these guidelines, “net shares” means shares of stock in excess of those sold or withheld to satisfy the minimum tax liability upon vesting or conversion. All of our named executive officers and non-employee directors have met or are on track to meet their stock ownership target.

Impact of Deduction Limit

Code Section 162(m) generally establishes, with certain exceptions, a $1 million deduction limit for all publicly held companies on compensation paid to an executive officer in any year. Prior to enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), this limitation did not generally apply to compensation paid to the Chief Financial Officer or to compensation paid based on achievement of pre-established performance goals if certain requirements were met. The exemption from Section 162(m)’s deduction limit for CFO pay and performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to all of our NEOs in excess of $1 million in 2018 and future years will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The CGC reserves the right to pay executives’ compensation that is not deductible under Section 162(m). 

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Strategies to Ensure that Incentive Compensation is Sensitive to Risk Considerations

Seacoast implemented a number of changes to our incentive strategies in our equity award cycle over the last few years. These strategies have been updated in response to shareholder feedback and governance considerations. The CGC and our Chief Risk Officer share the view that our incentive strategies strike the right balance between risk and reward, motivating and retaining our executives in ways that align with shareholder interests but do not motivate inappropriate or excessive risk taking. The evolution of our incentive strategies reflect our commitment to listen to our shareholders and continuously refine our programs to align with our governance and risk management efforts given the growth of Seacoast and changes within the industry and what is deemed as best practice.

Strategy	Compensation Design
Compensation is tied to equity and Company performance	•      Time-based RSAs vesting period is three years  •      Performance period for PSU awards is three years (2021-2023)
Seacoast performance at levels  that equal or exceed the industry	•      Annual incentive compensation that incorporates a quantitative component based on relative performance for return on tangible common equity, earnings per share growth and pre-provision net revenue growth  •      PSU metrics based on three-year average annual growth in EPS and average ROATE compared to peers, which the CGC views as key indicators of our performance
Governance Considerations	•      PSU performance period allows for direct and relevant pay and performance comparisons with industry competitors and alternative investments that share our risk profile  •      PSU program include two types of goals; PSU will be earned for growth in average annual EPS, and PSU will be earned for average annual ROATE, each compared to peer ratios  •      PSU payouts are capped in the event that certain absolute Company performance in EPS and ROATE are not met  •      No PSU payouts will be made in the event that Tier 1 Capital requirements are not maintained
Risk Considerations	•      PSUs for which performance goals are met will vest one year after the end of the performance period, subject to the grantee’s continued service  •      In addition, we implemented a mandatory holding requirement on RSA and PSU awards so the grantee must hold at least 50% of the net shares received upon vesting for an additional 12 months  •      Maintained service and risk-based vesting requirements on all new performance-contingent and performance-based equity awards  •      Maintained “clawback” provisions for certain incentive-based compensation to ensure accountability

COMPENSATION AND GOVERNANCE COMMITTEE REPORT

The Compensation and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Governance Committee recommended to the board of directors, and the board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement.

This report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference by any general statement incorporating by reference this 20222024 Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

Compensation and Governance Committee: H. Gilbert Culbreth, Jr. Julie H. Daum Maryann Goebel, Chair Alvaro J. Monserrat

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Compensation and Governance Committee:

                                    H. Gilbert Culbreth, Jr.    
                                    Maryann Goebel, Chair
                                    Alvaro J. Monserrat

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SEACOAST BANKING CORPORATION OF FLORIDAPROXY STATEMENT 2024

EXECUTIVE COMPENSATION TABLES

2021 Summary Compensation Table

2023 SUMMARY COMPENSATION TABLE

The table below sets forth the elements that comprise total compensation for the named executive officersNEOs of the Company for the periods indicated.

Name and Principal Position	Year	Salary ($) (1)	Bonus ($)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($) (3)	Total ($)
Dennis S. Hudson, III	2021	400,000	400,000	799,971	--	--	--	40,024	1,639,995
Former Executive	2020	600,000	600,000	799,993	--	--	--	33,710	2,033,703
Chairman (4)	2019	600,000	200,000	699,962	--	--	--	33,370	1,533,332
Charles M. Shaffer	2021	600,000	640,000	1,449,990	--	--	33,757	47,694	2,771,441
Chairman and Chief	2020	475,000	600,000	329,973	--	--	--	27,425	1,432,398
Executive Officer (4)	2019	421,667	259,000	399,977	--	--	--	23,085	1,103,729
Tracey L. Dexter	2021	363,750	350,000	249,979	--	--	--	17,676	981,405
EVP, Chief Financial	2020	289,949	215,000	124,972	--	--	--	10,689	640,610
Officer
Joseph M. Forlenza	2021	328,750	220,000	224,963	--	--	--	14,436	788,149
EVP, Chief Risk Officer	2020	325,000	185,000	224,978	--	--	--	11,939	746,917
Juliette P. Kleffel	2021	381,750	260,000	274,959	--	--	--	31,787	948,496
EVP, Chief Banking	2020	375,000	250,000	349,985	--	--	--	19,848	994,833
Officer	2019	316,667	164,000	274,946	--	--	--	19,708	775,321

Name and Principal Position

(1)Year

Amount of salary actually received Salary   ($) (1)

Bonus ($)

Stock Awards   ($) (2)

Option Awards   ($) (2)

Non-Equity Incentive Plan Compensation ($)

Change in any year may differ from the annual base salary amount due to the timing of changes in base salary, which typically occur in April or following a mid-year promotion. A portion of executive’s base salary included in this number may have been deferred into the Company’s Executive Deferred Compensation Plan (“EDCP”), the amounts of which are disclosed in thePension Value and Nonqualified Deferred Compensation Table for the applicable year. Executive officers who are also directors do not receive any additional compensation for services provided as a director.Earnings (3)

All Other Compensation   ($) (4)

Total ($)

(2)

Represents the aggregate grant date fair value as of the respective grant date for each award calculated in accordance with FASB ASC Topic 718. The assumptions made in valuing stock awards reported in this column are discussed in Note 1 to the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes and does not correspond to the actual value that the named executives will realize from the award. For additional information regarding such grants, see “Compensation Discussion and Analysis – Summary of Compensation Decisions in 2021 – Equity Awards.” See also “2021 Grants of Plan-Based Awards”.

In 2021, each of our executive officers received PSUs and RSAs. Mr. Charles M. Shaffer received an additional $1,000,000 in RSAs in connection with his promotion to CEO in 2021. With respect to the PSU awards, the grant date fair value included in the table assumes that target performance is achieved. The grant date value for the PSUs, assuming the highest level of performance will be achieved, was:

Name	Grant Date Value Assuming Target Performance	Grant Date Value Assuming Maximum Performance
Dennis S. Hudson, III	$ 599,987	$ 1,349,971
Charles M. Shaffer	449,999	1,012,498
Tracey L. Dexter	187,494	421,862
Joseph M. Forlenza	168,722	379,625
Juliette P. Kleffel	206,228	464,013

(3)

Additional information regarding other compensation is provided in “2021 Components of All Other Compensation”.

(4)

Mr. Hudson served as Executive Chairman during 2021. Mr. Shaffer, who currently serves as President and Chief Executive Officer was appointed Chairman of the Board effective February 3, 2022.

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