Attached files
file | filename |
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10-K - FORM 10-K - SEACOAST BANKING CORP OF FLORIDA | g26250e10vk.htm |
EX-21 - EX-21 - SEACOAST BANKING CORP OF FLORIDA | g26250exv21.htm |
EX-13 - EX-13 - SEACOAST BANKING CORP OF FLORIDA | g26250exv13.htm |
EX-10.1 - EX-10.1 - SEACOAST BANKING CORP OF FLORIDA | g26250exv10w1.htm |
EX-32.2 - EX-32.2 - SEACOAST BANKING CORP OF FLORIDA | g26250exv32w2.htm |
EX-23.1 - EX-23.1 - SEACOAST BANKING CORP OF FLORIDA | g26250exv23w1.htm |
EX-99.2 - EX-99.2 - SEACOAST BANKING CORP OF FLORIDA | g26250exv99w2.htm |
EX-32.1 - EX-32.1 - SEACOAST BANKING CORP OF FLORIDA | g26250exv32w1.htm |
EX-31.1 - EX-31.1 - SEACOAST BANKING CORP OF FLORIDA | g26250exv31w1.htm |
EX-31.2 - EX-31.2 - SEACOAST BANKING CORP OF FLORIDA | g26250exv31w2.htm |
EXHIBIT 99.1
CERTIFICATION
PURSUANT TO 31 C.F.R. § 30.15
PURSUANT TO 31 C.F.R. § 30.15
I, Dennis S. Hudson, III, certify, based on my knowledge, that:
(i) The compensation committee of Seacoast Banking Corporation of Florida has discussed,
reviewed, and evaluated with senior risk officers at least every six months during the period
beginning on the later of September 14, 2009, or ninety days after the closing date of the
agreement between the TARP recipient and Treasury and ending with the last day of the TARP
recipients fiscal year containing that date (the applicable period), the senior executive officer
(SEO) compensation plans and the employee compensation plans and the risks these plans pose to
Seacoast Banking Corporation of Florida;
(ii) The compensation committee of Seacoast Banking Corporation of Florida has identified and
limited during the applicable period any features of the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of Seacoast Banking
Corporation of Florida and during that same applicable period has identified any features in the
employee compensation plans that pose risks to Seacoast Banking Corporation of Florida and has
limited those features to ensure that Seacoast Banking Corporation of Florida is not unnecessarily
exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of Seacoast Banking Corporation of Florida to
enhance the compensation of an employee, and has limited any such features;
(iv) The compensation committee of Seacoast Banking Corporation of Florida will certify to the
reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii)
above;
(v) The compensation committee of Seacoast Banking Corporation of Florida will provide a
narrative description of how it limited during any part of the most recently completed fiscal year
that included a TARP period the features in
(a) | SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Seacoast Banking Corporation of Florida; | ||
(b) | Employee compensation plans that unnecessarily expose Seacoast Banking Corporation of Florida to risks; and | ||
(c) | Employee compensation plans that could encourage the manipulation of reported earnings of Seacoast Banking Corporation of Florida to enhance the compensation of an employee; |
(vi) Seacoast Banking Corporation of Florida has required that bonus payments, as defined in
the regulations and guidance established under section 111 of EESA (bonus payments), of SEOs and
twenty next most highly compensated employees be subject to a recovery or clawback provision
during any part of the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria;
(vii) Seacoast Banking Corporation of Florida has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of
the next five most highly compensated employees during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipients fiscal year containing that date;
(viii) Seacoast Banking Corporation of Florida has limited bonus payments to its applicable
employees in accordance with Section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on the later of the closing date of the agreement between
the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(ix) The board of directors of Seacoast Banking Corporation of Florida has established an
excessive or luxury expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, by the later of September 14, 2009, or ninety days after the closing
date of the agreement between the TARP recipient and Treasury; this policy has been provided to
Treasury and its primary regulatory agency; Seacoast Banking Corporation of Florida and its
employees have complied with this policy during the applicable period; and any expenses that,
pursuant to this policy, required approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of responsibility, were properly
approved;
(x) Seacoast Banking Corporation of Florida will permit a non-binding shareholder resolution
in compliance with any applicable federal securities rules and regulations on the disclosures
provided under the federal securities laws related to SEO compensation paid or accrued during the
period beginning on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipients fiscal year
containing that date;
(xi) Seacoast Banking Corporation of Florida will disclose the amount, nature, and
justification for the offering during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of
the TARP recipients fiscal year containing that date of any perquisites, as defined in the
regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000
for any employee who is subject to the bonus payment limitations identified in paragraph (viii);
(xii) Seacoast Banking Corporation of Florida will disclose whether Seacoast Banking
Corporation of Florida, the board of directors of Seacoast Banking Corporation of Florida, or the
compensation committee of Seacoast Banking Corporation of Florida has engaged during the period
beginning on the later of the closing date of the agreement between the TARP recipient and Treasury
or June 15, 2009 and ending with the last day of the TARP recipients fiscal year containing that
date, a compensation consultant; and the services the compensation consultant or any affiliate of
the compensation consultant provided during this period;
(xiii) Seacoast Banking Corporation of Florida has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the
next twenty most highly compensated employees during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipients fiscal year containing that date;
(xiv) Seacoast Banking Corporation of Florida has substantially complied with all other
requirements related to employee compensation that are provided in the agreement between Seacoast
Banking Corporation of Florida and Treasury, including any amendments;
(xv) Seacoast Banking Corporation of Florida has submitted to Treasury a complete and accurate
list of the SEOs and the twenty next most highly compensated employees for the current fiscal year
and the most recently completed fiscal year, with the non-SEOs ranked in descending order of level
of annual compensation, and with the name, title, and employer of each SEO and the most highly
compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection
with this certification may be punished by fine, imprisonment, or both.
Date: March 14, 2011 | /s/ Dennis S. Hudson, III | |||
Dennis S. Hudson, III | ||||
Chairman and Chief Executive Officer (Principal Executive Officer) |
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