Attached files
file | filename |
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10-K/A - FORM 10-K/A - SEACOAST BANKING CORP OF FLORIDA | x26250e10vkza.htm |
EX-13 - EX-13 - SEACOAST BANKING CORP OF FLORIDA | x26250exv13.htm |
EX-32.2 - EX-32.2 - SEACOAST BANKING CORP OF FLORIDA | x26250exv32w2.htm |
EX-32.1 - EX-32.1 - SEACOAST BANKING CORP OF FLORIDA | x26250exv32w1.htm |
EX-31.1 - EX-31.1 - SEACOAST BANKING CORP OF FLORIDA | x26250exv31w1.htm |
EX-31.2 - EX-31.2 - SEACOAST BANKING CORP OF FLORIDA | x26250exv31w2.htm |
EX-99.2 - EX-99.2 - SEACOAST BANKING CORP OF FLORIDA | x26250exv99w2.htm |
EXHIBIT 99.1
CERTIFICATION
PURSUANT TO 31 C.F.R. § 30.15
PURSUANT TO 31 C.F.R. § 30.15
Seacoast Banking Corporation of Florida (UST #175)
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 any part of the
most recently completed fiscal year that was a TARP period, senior executive officer (SEO)
compensation plans and 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 any part of the most recently completed fiscal year that was a TARP 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 has identified any
features of 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 any part of
the most recently completed fiscal year that was a TARP 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 was 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 to SEOs or any
of the next twenty most highly compensated employees, as defined in the regulations and guidance
established under section 111 of EESA (bonus payments), 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 any part of the most recently completed
fiscal year that was a TARP period;
(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 any part of the most recently completed fiscal year that was a TARP period;
(ix) Seacoast Banking Corporation of Florida and its employees have complied with the
excessive or luxury expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, during any
part of the most recently completed fiscal year that was a TARP 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 any
part of the most recently completed fiscal year that was a TARP period;
(xi) Seacoast Banking Corporation of Florida will disclose the amount, nature, and
justification for the offering, during any part of the most recently completed fiscal year that was
a TARP period, 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 any part of
the most recently completed fiscal year that was a TARP period, 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 any part of the most recently completed fiscal
year that was a TARP period;
(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 30, 2011 | /s/ Dennis S. Hudson, III | |||
Dennis S. Hudson, III | ||||
Chairman and Chief Executive Officer (Principal Executive Officer) |
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