LAKELAND FINANCIAL CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES a) An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a -15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2021. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective. b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the 2013 criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2021. The Company’s independent registered public accounting firm ( Crowe LLP - PCAOB ID: 173 ) has issued their report on the Company’s internal control over financial reporting. That report appears under the heading, Report of Independent Registered Public Accounting Firm. c) There have been no changes in the Company’s internal controls during the previous fiscal quarter, ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 124 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required in response to this item will be contained under the captions “Election of Directors,” “Corporate Governance and the Board of Directors” and “Delinquent Section 16(a) Reports” in the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on April 12, 2022, to be filed with the SEC on March 3, 2022, on Form DEF 14A, and such sections are incorporated herein by reference in response to this Item. ITEM 11. EXECUTIVE COMPENSATION The information required in response to this item will be contained under the captions “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 12, 2022, to be filed with the SEC on March 3, 2022, on Form DEF 14A, is incorporated herein by reference in response to this Item. The information included under the heading “Compensation Committee Report” in the Proxy Statement shall not be deemed “soliciting” materials or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 12, 2022, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item. See Item 5 above for equity compensation plan information. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information appearing under the caption “Certain Relationships and Related Transactions” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 12, 2022, to be with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item. Certain additional information on related party transactions is also included in Note 14 - Related Party Transactions to the Company’s financial statements contained in Item 8. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information appearing under the caption “Fees Paid to Independent Registered Public Accounting Firm” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 12, 2022, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item. 125 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The documents listed below are filed as a part of this report: (a) Exhibits Exhibit No. Document Location 3.1 Amended and Restated Articles of Incorporation of Lakeland Financial Corporation Exhibit 3.1 to the Company’s Form 8-K filed on March 2, 2009 3.2 Amendment to Amended and Restated Articles of Incorporation of Lakeland Financial Corporation Exhibit 3.2 to the Company’s Form 10-K for the fiscal year ended December 31, 2012 3.3 Restated Bylaws of Lakeland Financial Corporation Exhibit 3.2 to the Company’s Form 10-K For the fiscal year ended December 31, 2011 4.1 Form of Common Stock Certificate Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2003 4.2 Description of Securities Exhibit 4.4 to the Company's Form 10-K for the fiscal year ended December 31, 2019 10.1* Lakeland Financial Corporation 2008 Equity Incentive Plan Exhibit 10.1 to the Company’s Form S-8 filed on May 14, 2008 10.2* Amended and Restated Lakeland Financial Corporation Director’s Fee Deferral Plan Exhibit 10.4 to the Company’s Form 10-K for the fiscal year ended December 31, 2008 10.3* Form of Change in Control Agreement entered into with David M. Findlay, Kevin L. Deardorff, Eric H. Ottinger, Michael E. Gavin, Lisa M. O’Neill and Kristin L. Pruitt Exhibit 10.1 of the Company’s Form 8-K filed on March 2, 2016 10.4* Amended and Restated Employee Deferred Compensation Plan Exhibit 10.7 to the Company’s Form 10-K for the fiscal year ended December 31, 2008 10.5* First Amendment to Amended and Restated Employee Deferred Compensation Plan Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended December 31, 2020 10.6* Executive Incentive Bonus Plan Exhibit 10.11 to the Company’s Form 10-K for the fiscal year ended December 31, 2004 10.7* Amended and Restated Long Term Incentive Plan Exhibit 10.1 to the Company’s Form10-Q for the quarter ended September 30, 2009 126 Table of Contents 10.8* Lakeland Financial Corporation 2013 Equity Incentive Plan Appendix A to the Definitive Proxy Statement on Form DEF-14A filed on March 4, 2013 10.9* Form of Restricted Stock Award Agreement Exhibit 4.3 to the Company’s Form S-8 filed on July 9, 2013 10.10* Form of Nonqualified Stock Option Award Agreement Exhibit 4.4 to the Company’s Form S-8 filed on July 9, 2013 10.11* Form of Restricted Stock Unit Award Agreement Exhibit 4.5 to the Company’s Form S-8 filed on July 9, 2013 10.12* Lakeland Financial Corporation 2017 Equity Incentive Plan Exhibit 4.5 to the Company’s Form S-8 filed on April 13, 2017 10.13* Form of Restricted Stock Unit Award Agreement Exhibit 4.6 to the Company’s Form S-8 filed on April 13, 2017 10.14* Form of Restricted Stock Award Agreement Exhibit 4.7 to the Company’s Form S-8 filed on April 13, 2017 10.15* Form of Restricted Stock Award Agreement Exhibit 4.8 to the Company’s Form S-8 filed on April 13, 2017 10.16* Form of Nonqualified Stock Option Award Agreement Exhibit 4.9 to the Company’s Form S-8 filed on April 13, 2017 10.17* Lakeland Financial Corporation Amended and Restated 2017 Equity Incentive Plan Exhibit 10.1 to the Company's Form 10-Q for the quarter ended September 30, 2021 21.0 Subsidiaries Attached hereto 23.1 Consent of Independent Registered Public Accounting Firm Attached hereto 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)/15d-15(e) and 13(a)-15(f)/15d-15(f) Attached hereto 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)/15d-15(e) and 13(a)-15(f)/15d-15(f) Attached hereto 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Attached hereto 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Attached hereto * Management contract or compensatory plan or arrangement. 127 Table of Contents 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 ITEM 16. FORM 10-K SUMMARY None. 128 Table of Contents SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LAKELAND FINANCIAL CORPORATION Date: February 23, 2022 By /s/ David M. Findlay David M. Findlay, Chief Executive Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date /s/ David M. Findlay President, Chief Executive Officer and Director David M. Findlay (principal executive officer) February 23, 2022 /s/ Lisa M. O’Neill Executive Vice President, Chief Financial Officer Lisa M. O’Neill (principal financial officer) February 23, 2022 /s/ Brok A. Lahrman Senior Vice President, Finance and Chief Accounting Officer Brok A. Lahrman (principal accounting officer) February 23, 2022 /s/ A. Faraz Abbasi A. Faraz Abbasi Director February 23, 2022 /s/ Blake W. Augsburger Blake W. Augsburger Director February 23, 2022 /s/ Robert E. Bartels, Jr. Robert E. Bartels, Jr. Director February 23, 2022 /s/Darrianne P. Christian Darrianne P. Christian Director February 23, 2022 /s/ Daniel F. Evans, Jr. Daniel F. Evans, Jr. Director February 23, 2022 /s/ Michael L. Kubacki Michael L. Kubacki Chairman and Director February 23, 2022 129 Table of Contents /s/ Emily E. Pichon Emily E. Pichon Director February 23, 2022 /s/ Steven D. Ross Steven D. Ross Director February 23, 2022 /s/ Brian J. Smith Brian J. Smith Director February 23, 2022 /s/ Bradley J. Toothaker Bradley J. Toothaker Director February 23, 2022 /s/ Ronald D. Truex Ronald D. Truex Director February 23, 2022 /s/ M. Scott Welch M. Scott Welch Director February 23, 2022 130