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This proxy statement is being furnished to our shareholders in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be used at the annual meeting of shareholders to be held by live webcast on Tuesday, April 12, 2022 at 4:30 p.m. (Eastern Time), or at any adjournments or postponements of the meeting. Our summary annual report to shareholders, including consolidated financial statements for the fiscal year ended December 31, 2021, and a copy of our annual report on Form 10-K, which we have filed with the Securities and Exchange Commission (the “SEC”), accompany this proxy statement. These proxy materials are first being made available or distributed to shareholders on or prior to March 3, 2022.

Under applicable stock exchange rules, brokers and other nominees may generally vote on routine matters, such as the ratification of an independent registered public accounting firm, without your direction, but cannot vote on non-routine matters unless they have received voting instructions from the person for whom they are holding shares. The election of directors and the say-on-pay proposal are considered non-routine matters. If your broker or other nominee does not receive instructions from you on how to vote your shares on these matters, your broker or other nominee will return the proxy card to us indicating that he or she does not have authority to vote. This is generally referred to as a “broker non-vote”.

Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of Lakeland Financial, which is monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, which convenes at least six times a year, and through committee membership, which is discussed below. Our directors also discuss business and other matters with Mr. Findlay, our President and Chief Executive Officer, Ms. O’Neill, our Chief Financial Officer, other key executives and our principal external advisers (legal counsel, auditors and other consultants). All members of our Board also serve as members of the Board of Directors of Lake City Bank, our wholly owned bank subsidiary.

With the exception of Mr. Truex, who is not standing for re-election, each current member of the Audit Committee, along with Mr. Faraz Abbasi, who joined the Board on January 11, 2022, is expected to serve on the committee until our annual meeting of shareholders in 2023, if re-elected to the Board. The Company anticipates that, following the annual meeting, Mr. Toothaker will be appointed as chair of the Audit Committee. The Board has determined that Mr. Smith is an audit committee financial expert on the basis of his education, his certified public accounting certificate, his professional experience in public accounting at the firm of EY (formerly known as Ernst & Young LLP) from 1986-1990 and his strong financial background managing Heritage Financial Group. Each member of the Audit Committee, as well as Mr. Abbasi, meets the additional independence criteria applicable to audit committee members under applicable Nasdaq rules.

We also have a Nominating and Corporate Governance Committee. With the exception of Mr. Evans, who is not standing for re-election, each current member, along with Ms. Pichon, is expected to serve on the committee until our annual meeting of shareholders in 2023, if re-elected to the Board. Our Board has determined that each member of the Nominating and Corporate Governance Committee, as well as Ms. Pichon, is “independent” under applicable Nasdaq rules. The primary purposes of the committee are to identify and recommend individuals to be presented to our shareholders for election or re-election to the Board and to review and monitor our policies, procedures and structure as they relate to corporate governance. We have adopted a written charter for the committee, which sets forth the committee’s duties and responsibilities. The committee’s current charter is available in the Investor Relations section of our website at www.lakecitybank.com.

The Nominating and Corporate Governance Committee evaluates all potential nominees for election, including incumbent directors, Board nominees and shareholder nominees, in the same manner. As described in our Corporate Governance Guidelines, the committee believes that, at a minimum, directors should possess certain qualities, including the highest personal and professional ethics and integrity, a sufficient educational and professional background, demonstrated leadership skills, sound judgment, a strong sense of service to the communities that we serve and an ability to meet the standards and duties set forth in our code of conduct. Additionally, all directors must be age 72 or under, which is the mandatory retirement age established by the Board. The committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to determine whether they are “independent” in accordance with Nasdaq requirements (to ensure that at least a majority of the directors will, at all times, be independent). The committee has not, in the past, retained any third party to assist it in identifying candidates.

We value the benefits that diversity brings to the Board. A diverse board reflects a variety of perspectives and experiences, and that diversity leads to better informed decision-making. The committee ensures that women and minority candidates are included in the candidate pool from which director nominees are selected. On an ongoing basis, the committee assesses the board composition to ensure that it reflects a broad diversity of experience, professions and perspectives, including diversity in race, gender, geography and expertise. Currently, two of our eleven director nominees are women, and two of our director nominees are underrepresented minorities. The committee, with the guidance and full support of the Board, is committed to further diversification of the Board.

Nominations of Directors. In accordance with our Amended and Restated Articles of Incorporation, a shareholder may nominate a director for election to the Board at an annual meeting of shareholders by delivering written notice of the nomination to the Company’s chairman of the Board. To be timely, the notice must be delivered or mailed not less than 150 days nor more than 180 days prior to the date of the annual meeting. The shareholder’s notice of intention to nominate a director must include the name and address of the proposed nominee, the principal occupation of the proposed nominee, the total number of shares of capital stock of Lakeland Financial that will be voted for each proposed nominee, the name and address of the shareholder making the nomination and the number of shares of capital stock of Lakeland Financial owned by the notifying shareholder. We may request additional information after receiving the notification.

The positions of Chairman of the Board and Chief Executive Officer of Lakeland Financial had historically been combined until April of 2014 when Mr. Kubacki, who had previously held both positions, stepped down as Chief Executive Officer. At that time, Mr. Findlay was appointed President and Chief Executive Officer of Lakeland Financial Corporation. Mr. Kubacki has continued to serve as Chairman of the Board. Consistent with Nasdaq listing requirements, the independent directors have regularly had the opportunity to meet without Mr. Kubacki and/or Mr. Findlay in attendance. In 2021, there were two such executive sessions.

We have a code of conduct in place that applies to all of our directors and employees. The code sets forth the standard of ethics that we expect all of our directors and employees to follow, including our President and Chief Executive Officer and our Chief Financial Officer. The code of conduct is posted in the Investor Relations section of our website at www.lakecitybank.com. We intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding any amendment to or waiver of the code with respect to our President and Chief Executive Officer and Chief Financial Officer, and persons performing similar functions, by posting such information on our website.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including general economic risks, interest rate risk, credit risks, regulatory risks, audit risks, reputational risks, cybersecurity risks, operational trust and fiduciary wealth advisory risks, and other risks, such as the impact of competition or the risk that our compensation plan may have unintentional effects on employee decision-making. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility for ensuring that the risk management processes designed and implemented by management are adequate and functioning as designed.

While the full Board is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have responsibilities with respect to our risk oversight. In particular, the Audit Committee plays a large role in monitoring and assessing our financial, legal, and operational risks, and receives regular reports from the management team’s senior risk officer regarding comprehensive organizational risk as well as particular areas of concern. The Board’s Compensation Committee monitors and assesses the various risks associated with compensation policies and oversees incentive plans to ensure a reasonable and manageable level of risk-taking consistent with our overall strategy. In 2013, Lake City Bank established a Corporate Risk Committee of its Board to oversee the risk management practices of Lake City Bank, including management’s ability to assess and manage the Company’s credit, market, interest rate, liquidity, legal and compliance, reputational, and technology risks. In addition, the Corporate Risk Committee provides a forum for open and

We believe that establishing the right “tone at the top” and providing for full and open communication between management and the Board is essential for effective risk management and oversight. Our executive management meets regularly with our other senior officers to discuss strategy and risks facing the Company. Senior officers attend many of the Board meetings, or, if not in attendance, are available to address any questions or concerns raised by the Board on risk management-related issues and any other matters. The Board has an annual offsite meeting with senior management to discuss strategies, key challenges, and risks and opportunities for the Company. Additionally, each of our Board-level committees provides regular reports to the full Board and apprises the Board of our comprehensive risk profile and any areas of concern.

Under the 2017 Equity Incentive Plan, directors may be awarded non-qualified stock options or stock grants at the discretion of the Compensation Committee, subject to an annual limitation for each director of 10,000 shares subject to stock options or stock appreciation rights and 10,000 shares subject to stock awards. In 2022, each non-employee director will receive 1,300 shares of Lakeland Financial stock upon approval by the Board in January and July. All final decisions regarding director compensation, whether in cash or equity, are made by the full board, after receiving recommendations from the Compensation Committee.

The following table sets forth certain information with respect to the beneficial ownership of our common stock at February 22, 2022, the record date for the annual meeting, by each person known by us to be the beneficial owner of more than 5% of the outstanding common stock, by each director or nominee for the Board, by each executive officer named in the Summary Compensation Table, which can be found later in this proxy statement, and by all directors and executive officers of Lakeland Financial Corporation as a group. Beneficial ownership has been determined for this purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, under which a person is deemed to be the beneficial owner of securities if he, she or it has or shares voting power or investment power in respect of such securities or has the right to acquire beneficial ownership of securities within 60 days of February 22, 2022.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)(2)		Percent of Class
5% Shareholders
BlackRock, Inc.(3)	3,678,600		14.3	%
The Vanguard Group(4)	1,587,441		6.2	%
Neuberger Berman Group LLC(5)	1,472,452		5.7	%

Directors and Nominees
A. Faraz Abbasi	650		*
Blake W. Augsburger	31,621	(6)	*
Robert E. Bartels, Jr.	29,288	(7)	*
Darrianne P. Christian	7,685	(8)	*
Daniel F. Evans, Jr.	42,541	(9)	*
David M. Findlay	205,030	(10)	0.8	%
Michael L. Kubacki	123,120	(11)	*
Emily E. Pichon	14,758	(12)	*
Steven D. Ross	27,501		*
Brian J. Smith	69,984	(13)	*
Bradley J. Toothaker	34,532	(14)	*
Ronald D. Truex	73,544	(15)	*
M. Scott Welch	256,349	(16)	1.0	%

Other Named Executive Officers
Lisa M. O’Neill	28,565	(17)	*
Eric H. Ottinger	30,917	(18)	*
Kristin L. Pruitt	19,289		*
Michael E. Gavin	10,399		*

All directors and executive officers as a group	1,025,074	(19)	4.0	%
(23 persons)

(16)Includes 1,257 shares held by Mr. Welch’s individual retirement account; 2,895 shares held by Mr. Welch’s wife’s individual retirement account, as to which shares he shares voting and investment power; 159,846 shares held by Mr. Welch’s wife, as to which shares he shares voting and investment power; 34,000 shares held by BEL Leasing LLP, as to which shares he shares voting and investment power; 6,500 shares held by Welch Packaging Group, Inc., as to which shares he has sole voting and investment power; and 51,851 shares credited to Mr. Welch’s account as of February 7, 2022 under the terms of the Amended and Restated Lakeland Financial Corporation Directors Fee Deferral Plan.

During 2021, Lake City Bank had extended, and expects to continue to extend, loans to its directors and officers and to their related interests. Such loans were, and will continue to be, made only upon the same terms, conditions, interest rates, and collateral requirements as those prevailing at the same time for comparable loans extended from time to time to other, unrelated borrowers. Loans to directors and officers do not and will not involve greater risks of collectability, or present other unfavorable features, than loans to other borrowers. All such loans are approved by the Lake City Bank Board of Directors in accordance with applicable bank regulatory requirements.

The Company, and its wholly owned subsidiary Lake City Bank, is an investor in certain funds managed by Centerfield Capital (“Centerfield”), a private equity investment firm. Faraz Abbasi, a director of the Company, is a Managing Partner and an owner of Centerfield. As of December 31, 2021, the Company had invested an aggregate of approximately $3.0 million in such funds, and had remaining commitments to invest up to approximately $3.2 million. Under the terms of the applicable funds, Centerfield is entitled to customary management fees with respect to the amounts under management and investment gains, and it is estimated that Mr. Abbasi’s interest in such fees was less than $25,000.

Lake City Bank entered into a Lease Agreement with Michigan Street, LLC for retail branch and office space in South Bend, Indiana, in June 2011. In October 2011, Bradley Toothaker, a one-third owner of Michigan Street, LLC, joined the Board of Directors of Lakeland Financial Corporation and Lake City Bank. The initial term of the lease is for a period of 20 years, with two consecutive five-year renewal terms. Pursuant to the lease, monthly rent for 4,450 square feet of leased space was $6,304.16 for the first five years, and will increase by 7.5% every five years. In addition, Lake City Bank is required to pay its proportionate share of common area maintenance fees for the building, presently expected to be approximately $3,184 per month. Mr. Toothaker had not yet become a director at the time of the lease signing and the Lease Agreement was negotiated by Lake City Bank’s management on an arms-length basis. Effective January 1, 2012, the parties amended the terms of the lease to reflect additional square footage to be used by Lake City Bank in the building. Based on the addition of approximately 550 square feet, the monthly rent for the leased space increased to $7,001.87. This amendment was ratified by Lake City Bank’s Board in February 2012. Management and the Board believe that the terms of the lease are reasonable and consistent with the customary terms of the local market. As part of its annual review of director independence, the Board considered and re-evaluated this lease arrangement when considering Mr. Toothaker’s independence and determined that it did not prevent Mr. Toothaker from being able to serve as an independent director.

Lake City Bank entered into a Lease Agreement with EOZ Business, LLC for retail branch and office space in Elkhart, Indiana, in September 2020. Lakeland Financial Corporation and Lake City Bank director, Brian Smith is approximately an 11% owner of EOZ Business, LLC. The initial term of the lease is for a period of 15 years, with two consecutive five-year renewal terms. The lease term commenced on January 31, 2022. Pursuant to the lease, monthly rent for 4,553 square feet of leased space will be $8,157.46 for the first year, increasing annually to $10,210.10 by the fifteenth year. In addition, Lake City Bank will be required to pay its proportionate share of common area maintenance fees for the building. The Lease Agreement was negotiated by Lake City Bank’s management on an arms-length basis. Management and the Board believe that the terms of the lease are reasonable and consistent with the customary terms of the local market. As part of its annual review of director independence, the Board considered and re-evaluated this lease arrangement when considering Mr. Smith’s independence and determined that it did not prevent Mr. Smith from being able to serve as an independent director.

Additionally, pursuant to its charter, the Nominating and Corporate Governance Committee evaluates and pre-approves any non-lending, material transaction between Lakeland Financial and any director or officer. The charter does not provide any thresholds as to when a proposed transaction needs to be pre-approved, but the committee evaluates those proposed transactions that may affect a director’s independence or create a perception that the transaction was not fair to Lakeland Financial or not done at arms-length. Generally, transactions which would not require disclosure in our proxy statement under SEC rules (without regard to the amount involved) do not require the Nominating and Corporate Governance Committee’s pre-approval. A director may not participate in any discussion or approval by the Nominating and Corporate Governance Committee of any related party transaction with respect to which he or she is a related party, but must provide to the Nominating and Corporate Governance Committee all material information reasonably requested concerning the transaction.

Section 16(a) of the Securities Exchange Act of 1934, as amended requires that our executive officers, directors and persons who own more than 10% of our common stock file reports of ownership and changes in ownership with the SEC. Based solely on our review of reports filed on EDGAR during the most recent fiscal year, and, if appropriate, representations made to us by any reporting person concerning whether a Form 5 was required to be filed for 2021, we are aware of one sale transaction by Mr. Michael E. Gavin not timely disclosed on Form 4, and two sale transactions by Mr. Steven D. Ross that were not disclosed on a Form 4.


	Director Since	Positions with Lakeland Financial and Lake City Bank
Current Term Expires 2022
A. Faraz Abbasi (age 49)	2022	Director of Lakeland Financial and Lake City Bank
Blake W. Augsburger (age 58)	2011	Director of Lakeland Financial and Lake City Bank
Robert E. Bartels, Jr. (age 57)	2002	Director of Lakeland Financial and Lake City Bank
Darrianne P. Christian (age 50)	2018	Director of Lakeland Financial and Lake City Bank
David M. Findlay (age 60)	2010	President and Chief Executive Officer and Director of Lakeland Financial and Lake City Bank
Michael L. Kubacki (age 70)	1998	Chairman of Lakeland Financial and Lake City Bank
Emily E. Pichon (age 58)	2002	Director of Lakeland Financial and Lake City Bank
Steven D. Ross (age 67)	2000	Director of Lakeland Financial and Lake City Bank
Brian J. Smith (age 57)	2011	Director of Lakeland Financial and Lake City Bank
Bradley J. Toothaker (age 53)	2011	Director of Lakeland Financial and Lake City Bank
M. Scott Welch (age 61)	1998	Director of Lakeland Financial and Lake City Bank

All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the Board or executive officer is related to any other nominee, member of the Board or executive officer. No nominee or director has been a director of another “public corporation” (i.e. subject to the reporting requirements of the Securities Exchange Act of 1934, as amended) or of any investment company within the past five years except for Mr. Welch.


A. Faraz Abbasi
Director, Lakeland Financial and Lake City Bank since 2022
			Mr. Abbasi is a Managing Partner at Indianapolis-based Centerfield Capital, a private equity investment firm that works closely with equity sponsors, independent sponsors, business owners, and management teams who seek subordinated debt and equity financing to build companies and create value. In addition to managing the general activities of the firm, he is responsible for investor relations, overseeing due diligence, and portfolio management. He is a member of the Partnership's Investment Committee. Before joining Centerfield in 2001, Mr. Abbasi was in sales and operations at Praxair, Inc. and Rodel, Inc. We consider Mr. Abbasi to be a qualified candidate for service on the Board, as well as the Audit Committee and the Compensation Committee, due to his experience and leadership working with investors and companies from a variety of sectors.
Blake W. Augsburger
Director, Lakeland Financial and Lake City Bank since 2011
			Mr. Augsburger is the founder and Chief Executive Officer of LEA Professional, which designs and manufactures audio amplifiers for the professional audio markets. He is the former Executive Vice President and America’s Country Manager for Harman International Industries, Incorporated, a Fortune 500 company that designs and manufactures audio and infotainment products and systems. He also served for ten years as the President of the Harman Professional Division, which is based in Northridge, California. We consider Mr. Augsburger to be a qualified candidate for service on the Board, as well as both the Nominating and Corporate Governance and Compensation Committee, due to his leadership skills and expertise developed as a former executive of a large, complex public company.
Robert E. Bartels, Jr.
Director, Lakeland Financial and Lake City Bank since 2002
			Mr. Bartels is a partner in Incedo LLC, a family office and real estate management company. Previously, he was President and Chief Executive Officer of Martin’s Supermarkets, Inc., a regional supermarket chain headquartered in South Bend, Indiana. We consider Mr. Bartels to be a qualified candidate for service on the Board, as well as the Audit Committee and the Nominating and Corporate Governance Committee, due to his skills and expertise acquired as the former leader of a successful business that is prominent in many of our markets. Mr. Bartels was a third-generation family business owner with approximately 37 years of supermarket and retail experience, including 21 years of executive practice.


Darrianne P. Christian
Director, Lakeland Financial and Lake City Bank since 2018
			Ms. Christian is currently involved with leading strategic initiatives for BCforward, a global information technology consulting and workforce fulfillment firm founded by Ms. Christian and her husband, Justin Christian, in 1998. Previously, Ms. Christian was a program manager and an IT consultant from 1995-2003, and was an officer with the Central Intelligence Agency from 1990-1995. In addition, Ms. Christian is a board member of Newfields (formerly the Indianapolis Museum of Art), the Central Indiana Community Foundation, IMPACT Central Indiana, and the Eskenazi Foundation. Ms. Christian also works closely with the Justin and Darrianne Christian Center for Diversity and Inclusion at DePauw University. We consider Ms. Christian to be qualified to serve on the Board, as well as the Compensation Committee, due to her personal and professional engagement with several prominent nonprofits located in Indianapolis and her professional experience in the technology sector, which we believe will be valuable as we work to ensure that we remain innovative in providing technology-driven solutions to our clients.
David M. Findlay
President, Chief Executive Officer and Director, Lakeland Financial and Lake City Bank since 2010
			Mr. Findlay presently serves as the President and Chief Executive Officer of Lakeland Financial and Lake City Bank. Mr. Findlay also served as President and Chief Financial Officer from 2010-2014 and Chief Financial Officer from 2000-2010. Prior to joining Lakeland Financial in September of 2000, Mr. Findlay served as the Chief Financial Officer of Quality Dining, Inc., then a publicly traded company with its headquarters in South Bend, Indiana. Prior to that, he served in various capacities with The Northern Trust Company in Chicago. We consider Mr. Findlay to be qualified to serve on the Board due to his familiarity with Lakeland Financial’s operations he has acquired as its President and Chief Financial Officer, his experience in the financial services industry and his prior experience as the chief financial officer of a publicly traded company.
Michael L. Kubacki
Chairman, Lakeland Financial and Lake City Bank since 1998
			Mr. Kubacki presently serves as Chairman of the Board of Directors of Lakeland Financial and Lake City Bank. In April 2016, Mr. Kubacki retired from his full-time executive officer position as Executive Chairman of Lakeland Financial and Lake City Bank. If re-elected, he will remain Chairman of the Board. Mr. Kubacki also served as Chief Executive Officer of Lakeland Financial and Lake City Bank from 1998 to 2014 and as President from 1998 to 2010. Prior to joining Lakeland Financial in 1998, Mr. Kubacki served as Executive Vice President of The Northern Trust Bank of California, N.A. We consider Mr. Kubacki to be a qualified candidate for service on the Board due to his intimate familiarity with Lakeland Financial’s operations that he acquired as its Chairman and Chief Executive Officer and his skills and experience in the financial services industry.


Emily E. Pichon
Director, Lakeland Financial and Lake City Bank since 2002
			Ms. Pichon is the Chairman of ETP Asset Holdings, Inc., formerly known as ExTech Plastics Inc. & ETP Inc., a former extruder of plastic sheet, and an officer and director of the Olive B. Cole Foundation, the M E Raker Foundation, the Questa Educational Foundation, Inc. and the Howard P. Arnold Foundation, Inc., each a private charitable foundation focused on northeast Indiana education, economic development and conservation based in Fort Wayne, Indiana. We consider Ms. Pichon to be qualified to serve on the Board, as well as both the Nominating and Corporate Governance and Compensation Committee, due to her experience with several prominent charitable foundations located in Fort Wayne and her education and training as an attorney.
Steven D. Ross
Director, Lakeland Financial and Lake City Bank since 2000
			Mr. Ross is owner of Ross and Associates, a real estate management company. Previously, he was President of Heartland Coffee Company, a regional coffee and beverage service company, based in Warsaw, Indiana. Mr. Ross is also the former President of Bertsch Services, Inc., a regional food service and vending company, which was based in Warsaw, Indiana prior to its sale. We consider Mr. Ross to be a qualified candidate for service on the Board, as well as the Audit Committee, due to his skills and expertise acquired as president of a successful business in Kosciusko County and his knowledge of the business community in this region.
Brian J. Smith
Director, Lakeland Financial and Lake City Bank since 2011
			Mr. Smith is co-Chief Executive Officer of Heritage Financial Group, Inc., a real estate investment and management and consumer finance company, based in Elkhart, Indiana. We consider Mr. Smith to be a qualified candidate for service on the Board due to his expertise in the manufactured housing and consumer finance industries, which is a significant industry in northern Indiana, and his knowledge of, and prominence in, the Elkhart market. Additionally, Mr. Smith has a strong financial background as a certified public accountant, which adds meaningful expertise to the Audit Committee.


Bradley J. Toothaker
Director, Lakeland Financial and Lake City Bank since 2011
			Mr. Toothaker is the President and Chief Executive Officer of Bradley Company, a large Midwest-based, full-service real estate company. We consider Mr. Toothaker to be a qualified candidate for service on the Board, as well as the Audit Committee, due to his extensive knowledge of the real estate sector in our region and his knowledge of the Northern Indiana market.
M. Scott Welch
Director, Lakeland Financial and Lake City Bank since 1998
			Mr. Welch is the Chief Executive Officer of Welch Packaging Group, Inc., which is primarily engaged in producing industrial and point of purchase packaging and is headquartered in Elkhart, Indiana. In addition, Mr. Welch is a member of the board of Patrick Industries, Inc. We consider Mr. Welch to be a qualified candidate for service on the Board, as well as both the Nominating and Corporate Governance and Compensation Committee, due to his skills and expertise in the manufacturing industry and his past experience with growing and leading organizations.


Eric H. Ottinger
			Mr. Ottinger age 51, presently serves as an Executive Vice President, Chief Commercial Banking Officer of Lakeland Financial and Lake City Bank, a position he has held since August 2011. He joined Lake City Bank in April 1999 as Vice President, Commercial Loan Officer. In April 2002, he was promoted to Commercial East Regional Manager. In April 2009, he was promoted to head of our Wealth Advisory Group. Prior to joining Lake City Bank, Mr. Ottinger was a commercial lending officer at another bank since 1993.
Kristin L. Pruitt
			Ms. Pruitt age 50, presently serves as an Executive Vice President, Chief Administrative Officer of Lakeland Financial and Lake City Bank, a position she has held since 2017. Until November 2019, Ms. Pruitt served also as General Counsel since 2014. She joined Lakeland Financial in 2008 as Senior Vice President and General Counsel. Before joining Lake City Bank, she served as Assistant General Counsel at 1st Source Bank in South Bend, Indiana since 2004. Prior to 2004, Ms. Pruitt was associated with Skadden, Arps, Slate, Meagher & Flom, LLP’s Washington DC office as an attorney since 1999.
Michael E. Gavin
			Mr. Gavin age 66, presently serves as an Executive Vice President, Chief Credit Officer of Lakeland Financial and Lake City Bank, a position he has held since 2011. Mr. Gavin joined Lake City Bank in January 1992 as Assistant Vice President, Commercial Loan Officer and was promoted to Vice President nine months later, and then promoted in January 2002 to Senior Vice President, Chief Credit Administrator. Prior to joining Lake City Bank, Mr. Gavin was a commercial lending officer at another bank.

The Compensation Committee has overall responsibility for evaluating the compensation plans, policies and programs relating to the named executive officers of Lakeland Financial. The Compensation Committee relies upon Mr. Findlay’s assessment of each executive officer’s individual performance, which considers the executive’s efforts in achieving his or her individual goals each year, managing and developing employees and enhancing long-term relationships with customers, if applicable to his or her position. Individual goals for executive officers are established by Mr. Findlay in consultation with each executive officer.

The Compensation Committee’s charter gives it the authority to hire outside consultants to further its objectives and responsibilities. The Compensation Committee retained Pearl Meyer & Partners, a compensation consulting firm, to assess the effectiveness of the Company’s executive compensation programs. Pearl Meyer & Partners is independent, reports directly to the committee chair, and performs no other work for the Company other than assisting the committee in its review of the total compensation program. Pearl Meyer & Partners also provided input on marketplace trends and best practices relating to competitive pay levels, as well as developments in regulatory and technical matters. The Compensation Committee also reviewed compensation survey data in 2021 from industry sources such as the American Bankers Association, Pearl Meyer & Partners and Bank Director Magazine.

Under the FDIC’s 2015 Interagency Guidelines Establishing Standards for Safety and Soundness, excessive compensation is prohibited as an unsafe and unsound practice. When determining whether compensation is excessive, the FDIC has directed financial institutions to consider whether aggregate cash amounts paid, or noncash benefits provided, to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity, and, if appropriate, comparable compensation practices at peer institutions. This framework also requires Lakeland Financial to consider its overall financial condition.

Separately, the FDIC, the Federal Reserve, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision together issued the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”) in 2010. The Joint Guidance complements the Safety and Soundness standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management, and have the support of strong corporate governance.

In addition to the foregoing, proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) that intend to implement further risk assessment guidelines and procedures may eventually be finalized by the financial institution regulatory agencies and the SEC. It is likely that we would be subject to those further guidelines and procedures if and when they become finalized and effective. During 2011, the regulatory agencies issued initial proposed guidance with respect to the Dodd-Frank Act risk assessment guidelines and procedures, and they revised and re-proposed this guidance in 2016. Depending on whether and when the proposed rules are finalized, the earliest they would likely apply to Lakeland Financial is for performance periods beginning on or after January 1, 2023. In large part, any guidance under the Dodd-Frank Act would likely restate and codify the frameworks presently set forth in the Safety and Soundness standards and the Joint Guidance.

Lakeland Financial is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC rules require Lakeland Financial to determine whether any of its existing incentive compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the Company. Accordingly, the Compensation Committee completes a risk assessment of Lakeland Financial’s compensation programs and components on an annual basis. The committee has determined that our incentive compensation plans, programs and arrangements do not create risks that are reasonably likely to have a material adverse effect on Lakeland Financial.

The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs and arrangements established for Lakeland Financial’s named executive officers includes a sensible, responsible approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable goals. The committee annually revisits the frameworks set forth in the Safety and Soundness standards and the Joint Guidance, as both are effective parts of the committee’s overall assessment of the balance between risk and reward built into Lakeland Financial’s compensation programs for named executive officers. In addition, the committee continues to monitor the status of the proposed guidance under the Dodd-Frank Act, and remains prepared to incorporate into its risk assessment procedures any new guidelines and procedures as may be necessary or appropriate.

Finally, when making decisions about executive compensation, we also consider the impact of other regulatory provisions, including: Section 162(m) of the Code regarding tax deductibility of certain compensation; Section 409A of the Code regarding nonqualified deferred compensation; and Section 280G of the Code regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control. We also consider how various elements of compensation will impact our financial results. For example, we consider the impact of FASB ASC Topic 718, which requires us to recognize the compensation costs of grants of equity awards based upon the grant date fair value of those awards.

Share Ownership Guidelines. The guidelines, adopted in 2015, require the Chief Executive Officer to hold a minimum number of shares of Company common stock with a value equal to three times his annual base salary, and the other executive officers, including each of the named executive officers, to hold a minimum number of shares of Company common stock with a value equal to two times his or her respective annual base salary. Unvested options or restricted stock units issued under the Company’s LTI Plan are not included when considering ownership totals for this requirement. In the event that an executive officer does not hold the required number of shares, a minimum of one-half of shares issued under the LTI Plan must be retained until the guidelines are met. As of the most recent measurement date, February 22, 2022, all of our named executive officers were in compliance with the share ownership guidelines.

Hedging and Pledging Policy. The Company’s insider trading policy includes provisions that specifically prohibit our insiders from entering into hedging transactions involving the Company’s stock. To our knowledge, none of our officers or directors has entered into a hedging transaction involving Company stock in violation of this prohibition. The Company’s insider trading policy also prohibits an insider from pledging Company stock as collateral for a lending relationship without the prior approval of the Nominating and Corporate Governance Committee. To our knowledge, none of our officers or directors has pledged his or her Company stock in violation of this policy.

The overall objective of Lakeland Financial’s compensation programs is to align executive officer compensation with the success of meeting long-term strategic operating and financial goals. Our compensation programs are designed to create meaningful incentives to manage the business successfully, with a constant focus on short-term and long-term performance under the strategic plan and key operating and financial objectives. Our philosophy is intended to align the interests of executive officers with the long-term interests of our shareholders. The executive compensation program is structured to accomplish the following objectives:

At the Company’s 2021 annual meeting of shareholders, approximately 97% of the votes cast were in favor of the non-binding advisory proposal on the compensation of certain executive officers. The Company, the Board and the Compensation Committee pay careful attention to communications received from shareholders regarding executive compensation, including the non-binding advisory vote. The Company carefully considered the result of the 2021 advisory vote on executive compensation in setting the compensation policies and structure for its named executive officers. Based on this consideration and the other factors described in this Compensation Discussion and Analysis, unless otherwise described therein, the committee did not materially alter the policies or structure for the named executive officers’ compensation for 2021 or 2022.

Corporate Performance. In establishing executive compensation, the Compensation Committee measures Lakeland Financial’s performance compared to management’s and the Board’s goals and objectives, and also compares our performance to that of our peer group of financial institutions. The committee believes that using Lakeland Financial’s performance as a factor when determining an executive officer’s compensation is effective in aligning the executive’s interests with those of our shareholders. Therefore, the committee focuses on performance by evaluating key financial performance criteria, such as return on beginning equity, revenue growth, diluted earnings per share growth, capital adequacy, the efficiency ratio and asset quality. As part of the evaluation and review of these criteria, the committee takes into account various subjective issues, such as general economic conditions, including the interest rate environment and its impact on performance, and how such issues may affect Lakeland Financial’s performance.

Our compensation decisions for 2021 and for 2022 factored in Lakeland Financial’s performance under key financial criteria set forth above. The committee believes that Lakeland Financial’s financial performance in 2021 was very strong, particularly in light of the continuing global pandemic. When compared to its peer group, as discussed below, the Compensation Committee concluded that Lakeland Financial’s performance was good and, therefore, the committee weighed heavily Lakeland Financial’s relative performance when compared to its peers. Additionally, the Compensation Committee determined that the named executive officers performed well in satisfying their individual goals for 2021.

Other Factors. Other factors of corporate performance that may affect an executive’s compensation include succession planning consideration, realization of economies of scale through cost-saving measures, Lakeland Financial’s market share reputation in the communities which it serves, level of employee turnover, and other less subjective performance considerations. In addition, because the Compensation Committee believes strongly that our executives should be involved in the communities that we serve, the committee takes into consideration indirect and intangible business factors such as community involvement and leadership when reviewing executive compensation.

Comparison to Peer Group. In establishing the compensation of the named executive officers, the Compensation Committee utilizes market data regarding the compensation practices of other financial institutions of a similar asset size and complexity. Such institutions include, but are not limited to, the members of the peer group prepared by Pearl Meyer & Partners. For the 2021 compensation survey, the peer group generally included financial institutions with total assets of $4.7 billion to $18.2 billion, with a focus on institutions located in the central region of the United States. In some cases, however, the committee will consider data from additional financial institutions when warranted by relevant similarities, such as business-line focus and long-term operating and financial stability. For example, institutions with a similar focus on complex commercial lending may be considered by the committee even if they fall outside of the general asset size of our other peers. The committee believes this comprehensive practice is useful in creating an overall compensation program that is competitive in the marketplace and attracts and retains qualified, talented executives. While the committee believes that it is prudent to consider such comparative information in determining compensation practices, it does not set strict parameters for using this data. Rather, the committee uses comparative data to ensure that executive compensation is not inconsistent with appropriately defined peer organizations. Generally, the committee believes that the current executive officers of the Company have established a sound track record of long-term performance that warrants compensation at or around the median level of compensation among similarly situated financial institutions.

For purposes of peer analysis in assessing performance, Lakeland Financial generally considers a peer group that includes commercial banks of similar asset size, financial performance and organizational structure, as well as those that are key competitors for executive talent. Given the ever-changing landscape within the banking industry, the group of banks appropriate for comparative analysis is continually evolving. In connection with its 2021 analysis of the Company’s executive compensation programs, Pearl Meyer & Partners compiled a market reference group of 18 other publicly traded bank holding companies headquartered in the central United States, with median assets of $6.7 billion and stable-to-strong performance history. The Compensation Committee believes this peer group is appropriate for comparative analysis. The companies included in this peer group are listed below:


Park National Corporation – Newark, Ohio			First Commonwealth Financial Corp. – Indiana, Pennsylvania
Heartland Financial – Dubuque, Iowa			1st Source Corporation – South Bend, Indiana
Community Trust Bancorp – Pikeville, Kentucky			First Busey – Champaign, Illinois
First Merchants Corporation – Muncie, Indiana			Peoples Bancorp – Marietta, Ohio
Enterprise Financial Services – St. Louis, Missouri			Republic Bancorp – Louisville, Kentucky
Midland States Bancorp – Effingham, Illinois			Stock Yards Bancorp – Louisville, Kentucky
Tristate Capital Holdings, Inc – Pittsburgh, Pennsylvania			German American – Jasper, Indiana
Horizon Bancorp – Michigan City, Indiana			MidWestOne Financial – Iowa City, Iowa
QCR Holdings, Inc – Moline, Illinois			Mercantile Bank Corporation – Grand Rapids, Michigan

Individual Performance. When evaluating the individual performance of the named executive officers, other than the CEO, the Compensation Committee takes into account Mr. Findlay’s assessment of individual performance, which assessment considers the executive’s efforts in achieving his or her individual goals each year, managing and developing employees and enhancing long-term relationships with customers, if applicable to the officer’s position. The measure of an executive officer’s individual performance and individual contribution to the overall Company performance depends, to a degree, on what steps are taken to increase revenues and implement cost-saving strategies and the outcome of such strategies. Each executive officer has different goals established that are intended to focus that executive’s contributions to the strategic goals of the Company. Individual goals for executive officers are developed by Mr. Findlay in consultation with each executive officer and recommended to the committee by Mr. Findlay for approval. The committee establishes Mr. Findlay’s goals after reviewing the Company’s annual strategic plan, annual budget plan and the goals of the other executive officers. Mr. Findlay is not present for the discussion or determination of his own compensation.

No Adjustments to Payouts for 2021 Performance. The Compensation Committee determined that it was in the best interest of the shareholders to allow the established performance thresholds and targets to stand in determining payouts under the LTI Plan for 2021. Although factors beyond the control of the management team resulted in lower-than-projected payouts under the LTI Plan, the Compensation Committee did not adjust performance criteria or make any adjustments to payouts based on the exceptional circumstances in 2021. The Compensation Committee continues to believe that the plans are well designed to fairly compensate employees and create appropriate alignment with shareholders.

Element

Key Characteristics

Why We Pay this
Element

How We Determine
the Amount

2021 Decisions

Base Salary

Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate.

Provide a base level of competitive cash compensation to attract and retain executive talent.

Experience, industry knowledge, peer data, company performance and individual performance.

Base salary increases ranged from 3.1% to 3.4%.

Annual Bonus

Variable compensation component payable in cash. Target bonuses are established as a percentage of annual salary, and payment is capped at 150% of target.

Motivate and reward executives for performance on key operational, financial and individual objectives met during the course of the year.

Market practices with payout based on level of achievement of company and individual performance goals.

Annual bonus paid out at 109% of target based on net income performance. Individual payouts were each at 100%.

Long-Term Incentives

Variable compensation component payable in performance-based restricted stock units. Payments are capped at 150% of target.

Motivate executives to collectively produce outstanding results, encourage superior performance, increase productivity and aid in attracting and retaining key employees.

Market practices with payouts based on company performance.

2019-2021 LTI Plan paid out at 66% of target based on performance against three-year compound annual growth rate in revenue, earnings per share and return on beginning equity performance goals.

Other Compensation
and Perquisites

Compensation component to provide basic competitive benefits.

Provide a base level of competitive compensation to attract and retain executive talent.

Periodic assessment of competitive offerings.

No substantive change from prior years.

Our compensation decisions for 2021 and for 2022 factored in Lakeland Financial’s performance under key financial criteria, including return on beginning equity, return on average assets, revenue growth, diluted earnings per share growth, capital adequacy, efficiency ratio and asset quality. The committee believes that Lakeland Financial’s financial performance in 2021 was very strong, particularly in light of the continuing global pandemic that challenged bank personnel and clients in unforeseen ways. When compared to its peer group, the Compensation Committee believes Lakeland Financial’s performance was good and, therefore, the committee weighed heavily Lakeland Financial’s relative performance when compared to its peers. Additionally, the Compensation Committee determined that the named executive officers performed well in satisfying their individual goals for 2021.

Eligible participants in the EIB Plan, including the named executive officers, may earn an annual performance-based bonus based on Lakeland Financial’s overall performance (“Company performance”) as well as the individual participant’s performance (“individual performance”). The total target bonus opportunity is a percentage of average rate of salary during the year. As set forth in the EIB Plan, 50% of the bonus earned is determined by Company performance and 50% is determined by individual performance. Generally, a participant must be employed through the date of payment to earn a bonus, but participants may earn a pro rata bonus at the actual level of performance upon the date of a qualifying retirement or if terminated in connection with a change in control. No unearned bonuses are payable in the event of a participant’s death or disability.

The payout for Company performance is based on our actual net income for that year compared to the targeted net income. We calculate this by using our net income after the 401(k) match and incentive compensation costs. The Compensation Committee approves a targeted net income amount after reviewing the previous year’s actual net income in conjunction with the Board’s and management’s expectations for that particular year. The target net income amount is generally increased each year in order to provide a proper level of incentive to the officers and, in the committee’s view, is not at a level that makes it substantially certain that the target will be obtained. The Company performance payout percentage is determined based upon achieving certain performance levels of net income as defined in the table below. The Company employs linear interpolation to determine the payout percentage in the event that actual net income falls between 70% and 90% of target, while the payout percentage is the actual percentage of target net income attained when actual net income equals or exceeds 90% of target, up to the maximum of 150%.

Long-Term Incentive Plan. The Company maintains an Amended and Restated Long-Term Incentive Plan (“LTI Plan”). The plan is designed to provide for performance-based payouts based upon key financial criteria over rolling three-year periods, which are recommended by Mr. Findlay and approved by the Compensation Committee. The Compensation Committee has made grants under the LTI Plan each year since the plan was implemented in 2006. At the discretion of the committee, awards under the LTI Plan consist of performance-based restricted stock units rather than cash to provide for additional alignment with shareholders and stock price performance over the performance period.

The purpose of the LTI Plan is to motivate select officers, including our named executive officers, to collectively produce outstanding results, encourage superior performance, increase productivity and aid in attracting and retaining key employees. Mr. Findlay recommends, subject to the Compensation Committee’s approval, the performance measures and performance targets to be used for each performance period and the LTI bonus to be paid if certain required conditions are met. The committee currently utilizes three key financial measures: revenue growth rate, diluted earnings per share growth rate and average return on beginning equity. Performance targets can be based on a combination of Lakeland Financial’s goals, business unit and/or individual goals or on such other factors that the committee may determine and approve. Different performance targets may be established for different participants for any performance period, although currently all executives have the same performance targets.

Unless the Compensation Committee determines otherwise, a new three-year performance period will begin each year under the LTI Plan. Thus, the maximum number of performance periods open to measurement at any time is three. Our named executive officers and other select officers receive earned LTI Plan payouts on a yearly basis at the conclusion of each successive three-year performance period. The committee believes that, by making annual awards that consider Company performance over rolling three-year periods, the committee is incentivizing our named executive officers to focus on consistent and sustainable performance rather than taking outsized risks in any one particular year.

Shares delivered pursuant to the LTI Plan, as described above, are currently granted under the shareholder-approved 2017 Equity Incentive Plan (the “2017 Equity Plan”). Pursuant to the terms of the 2017 Equity Plan and restricted stock unit award agreements governing the terms of the LTI Plan awards, unvested awards are forfeited upon termination of employment, other than a termination in connection with a change in control or due to the participant’s death, disability or retirement. Generally, awards granted in and after 2020 will vest at the target level of performance, prorated for the portion of the performance period during which the executive was employed, upon a participant’s death, disability, or qualifying retirement. In the event of a change in control, such awards will fully vest based upon actual performance through the date of the change in control if the participant incurs a qualifying termination of employment. For awards granted prior to 2020, awards will fully vest at the target level of performance in the event of a termination of employment due to death, disability, or in connection with a change in control of the Company.

All Other Compensation and Perquisites. While the Compensation Committee reviews and monitors the level of other compensation offered to the named executive officers, the committee typically does not adjust the level of benefits offered on an annual basis. The committee does consider the benefits and perquisites offered to the named executive officers in its evaluation of the total compensation received by each. It is our belief that perquisites for executive officers should be very limited in scope and value and reflective of similar perquisites from competitive employers both in the industry and the region. Due to this philosophy, Lakeland Financial has generally provided nominal benefits to executives that are not available to all full-time employees, and we plan to continue this approach in the future. The benefits offered in 2021 to the named executive officers will continue for 2022. The perquisites received by the named executive officers in 2021 are reported in the 2021 Summary Compensation Table.

In 2021, the Compensation Committee completed its thorough annual review of all compensation programs offered at Lakeland Financial and Lake City Bank, including those described in this CD&A, to determine whether any aspect of the plans or programs encourages excessive or unnecessary risk taking that would adversely affect the long-term value or performance of Lakeland Financial. Based on the risk assessment process, which is more fully described below, the committee concluded that the compensation plans and programs, considered individually and as a whole, do not encourage excessive risk taking and are designed to encourage and reward decisions that create long-term shareholder value in a manner consistent with the Company’s core values.

•Performance Measurement Risk: The Compensation Committee has a disciplined process of establishing goals for and evaluating the performance of Mr. Findlay in executive sessions at which he is not present. The committee also reviews and approves Mr. Findlay’s goals for and performance assessments of the other named executive officers. Financial performance measures consider the income statement, balance sheet and statement of cash flows so that management is accountable for all aspects of Lakeland Financial’s financial health. The Company considers both financial and non-financial performance outcomes in assessing executives’ performance and compensation.


Name and Principal Position (a)	Year (b)	Salary(1) (c)		Stock Awards (2)(3) (d)		Non-Equity Incentive Plan Compensation (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) (f)		All Other Compensation (5) (g)		Total (h)
David M. Findlay	2021	$	638,204	$	905,600	$	348,800	$	—	$	27,305	$	1,919,909
President and	2020	637,281		711,040		285,975		—		24,454		1,658,750
Chief Executive	2019	593,369		685,511		280,035		—		23,073		1,581,988
Officer
Lisa M. O’Neill	2021	279,077		339,600		122,080		—		20,775		761,532
Executive Vice	2020	276,769		239,976		99,696		—		17,712		634,153
President, Chief	2019	247,385		231,360		93,298		—		18,441		590,484
Financial Officer
Eric H. Ottinger	2021	328,281		367,900		143,444		—		30,810		870,435
Executive Vice	2020	329,897		288,860		118,296		—		24,747		761,800
President, Chief	2019	310,525		278,489		98,841		—		28,456		716,311
Commercial Banking
Officer
Kristin L. Pruitt	2021	325,231		367,900		142,572		—		26,885		862,588
Executive Vice	2020	313,846		288,860		113,088		—		23,245		739,039
President, Chief	2019	278,462		257,067		105,336		—		20,033		660,898
Administrative Officer
Michael E. Gavin(6)	2021	254,550		305,640		111,180		3,280		25,327		699,977
Executive Vice	2020	256,532		239,976		92,070		10,297		22,057		620,932
President, Chief
Credit Officer

(2)For 2021, the amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for performance-based restricted stock unit awards granted under our LTI Plan for the 2021-2023 performance period. For 2020, the amounts represent such grant date fair value for performance-based restricted stock unit awards granted under our LTI Plan for the 2020-2022 performance period. For 2019, the amounts represent such grant date fair value for performance-based restricted stock unit awards granted under our LTI Plan for the 2019-2021 performance period. Because the currently outstanding restricted stock units do not pay or accumulate dividend equivalents during the applicable three-year vesting periods, these amounts were calculated based on the Company’s closing share price on the date of grant discounted by the present value of the dividends expected to be paid on the underlying shares during the vesting period. Expected dividends are calculated using the most recent dividend rate declared by the Board on the grant date. The Company uses a discount rate equal to the three year Treasury rate on the grant date. See the discussion of equity awards in Note 15 of the Notes to Consolidated Financial Statements for Lakeland Financial’s financial statements for the year ended December 31, 2021 for further information regarding these awards.


Name (a)	Grant Date (b)		Estimated Future Payouts Under Non- Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards(3)			Grant Date Fair Value of Stock and Option Awards (i)
			Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (shares) (f)	Target (shares) (g)	Maximum (shares) (h)
David M. Findlay
LTI Plan	2/2/2021	(1)							8,000	16,000	24,000	$	905,600
EIB Plan	—	(2)	$	160,000	$	320,000	$	480,000
Lisa M. O’Neill
LTI Plan	2/2/2021	(1)							3,000	6,000	9,000	339,600
EIB Plan	—	(2)	56,000		112,000		168,000
Eric H. Ottinger
LTI Plan	2/2/2021	(1)							3,250	6,500	9,750	367,900
EIB Plan	—	(2)	65,800		131,600		197,400
Kristin L. Pruitt
LTI Plan	2/2/2021	(1)							3,250	6,500	9,750	367,900
EIB Plan	—	(2)	65,400		130,800		196,200
Michael E. Gavin
LTI Plan	2/2/2021	(1)							2,700	5,400	8,100	305,640
EIB Plan	—	(2)	51,000		102,000		153,000


Name (a)	Grant Date (b)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (i)(1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (j)(1)
David M. Findlay	2/2/2021	24,000	$	1,923,360
	2/4/2020	24,000	1,923,360
	2/5/2019	16,000	1,282,240
Lisa M. O’Neill	2/2/2021	9,000	721,260
	2/4/2020	8,100	649,134
	2/5/2019	5,400	432,756
Eric H. Ottinger	2/2/2021	9,750	781,365
	2/4/2020	9,750	781,365
	2/5/2019	6,500	520,910
Kristin L. Pruitt	2/2/2021	9,750	781,365
	2/4/2020	9,750	781,365
	2/5/2019	6,000	480,840
Michael E. Gavin	2/2/2021	8,100	649,134
	2/4/2020	8,100	649,134
	2/5/2019	5,400	432,756

Our defined benefit retirement plan covers certain employees over 21 years of age with more than one year of service. Effective April 1, 2000, we amended the plan to freeze the accrual of benefits to participants under the plan. As a result of this amendment, employees who were not participants in the plan as of March 31, 2000 are not able to become participants under the plan. In addition, all benefits previously accrued under the plan by participants were frozen in place, and continuing employment with us will not increase the employee’s benefits upon retirement. The normal retirement age under the plan is 65. Participants received credit for 2 1/2% of their average salary for each year up to 20 years of service or through March 31, 2000, whichever occurred first.

Effective January 1, 2004, we adopted the Lake City Bank Deferred Compensation Plan (the “Deferred Compensation Plan”). The purpose of the Deferred Compensation Plan is to provide an option for salary deferrals at the participant’s voluntary election for certain individuals without regard to statutory limitations under tax qualified plans. The Deferred Compensation Plan is available to all of our executive officers. The plan is funded solely by participant contributions and does not receive a Company match. Participants may defer a portion of their salary or bonus under the Deferred Compensation Plan. Deferred amounts are tracked by the Company in a deferral account. The Company will credit earnings and losses to the participant’s deferred account based on the performance of one or more measurements funds selected by the participant from a pool of measurement funds selected by the Compensation Committee. The participant’s deferred account balance will be distributed in a lump sum following the participant’s termination of employment or death. Participants may elect to receive the funds in a lump sum or in up to 10 annual installments following retirement on or after the participant’s attainment of age 55 and five years of service, but may not make withdrawals during their employment, except in the event of a financial hardship as approved by the Compensation Committee, or if the participant makes an in service distribution election prior to the time of the deferral in accordance with the terms of the Deferred Compensation Plan. All deferral elections and associated distribution schedules are irrevocable. Earnings or losses on deferrals are the result of market performance of the selected investments.

The following table sets forth information concerning potential payments and benefits under our compensation programs and benefit plans to which the named executive officers would be entitled upon a hypothetical termination of employment as of December 31, 2021. As is more fully described below, all of the named executive officers were subject to change in control agreements with Lakeland Financial that were in effect on December 31, 2021 (each, a “Change in Control Agreement”), which provide for payments and benefits to a terminating executive in connection with a change in control of Lakeland Financial. Except for the payments and benefits provided by the Change in Control Agreements, all other payments and benefits provided to any named executive officer upon termination of employment are the same as the payments and benefits provided to other eligible executives of Lakeland Financial. For purposes of estimating the value of certain equity awards, we have assumed a price per share of our common stock of $80.14, which was the closing price of our stock on December 31, 2021, the last trading day of the year.


Name	Type of Payment	Voluntary Retirement		Termination-Death or Disability		Termination, by the Company Other than for Cause, or by the Executive for Good Reason, in Connection with Change in Control(1)
David M. Findlay	Cash Severance Payment	$	—	$	—	$	1,920,000
	LTI Plan(2)	1,282,240		1,282,240		3,167,133
	EIB Plan(3)	348,800		—		348,800
	Continuation of Medical/Dental Benefits(4)	—		—		34,229
	Total Termination Benefits	$	1,631,040	$	1,282,240	$	5,470,162

Lisa M. O’Neill	Cash Severance Payment	—		$	—	$	784,000
	LTI Plan(2)	—		448,784		1,136,706
	EIB Plan(3)	—		—		122,080
	Continuation of Medical/Dental Benefits(4)	—		—		34,229
	Total Termination Benefits	—		$	448,784	$	2,077,015

Eric H. Ottinger	Cash Severance Payment	—		$	—	$	921,200
	LTI Plan(2)	—		520,910		1,286,648
	EIB Plan(3)	—		—		143,444
	Continuation of Medical/Dental Benefits(4)	—		—		34,229
	Total Termination Benefits	—		$	520,910	$	2,385,521

Kristin L. Pruitt	Cash Severance Payment	—		$	—	$	915,600
	LTI Plan(2)	—		520,910		1,286,648
	EIB Plan(3)	—		—		142,572
	Continuation of Medical/Dental Benefits(4)	—		—		490
	Total Termination Benefits	—		$	520,910	$	2,345,310

Michael E. Gavin	Cash Severance Payment	$	—	$	—	$	714,000
	LTI Plan(2)	432,756		432,756		1,068,907
	EIB Plan(3)	111,180		—		111,180
	Continuation of Medical/Dental Benefits(4)	—		—		22,618
	Total Termination Benefits	$	543,936	$	432,756	$	1,916,705

(2)Under the LTI Plan a prorated portion of outstanding awards will vest upon a qualifying retirement, with such number determined based upon target performance for the portion of the performance period during which the retiring executive was employed. Only Messrs. Findlay and Gavin would qualify for such treatment upon a retirement as of December 31, 2021. LTI Plan awards made prior to 2020 become fully vested at target performance upon the participant’s death or disability, while awards made in and after 2020 will be prorated based upon the period during which the executive was employed. Upon a termination in connection with a change in control, outstanding LTI Plan awards made prior to 2020 fully vest at target performance in accordance with the 2017 Equity Incentive Plan and applicable award agreements, while awards made in and after 2020 will vest based upon actual performance though the date of the change in control.

(3)Under the EIB Plan, a participant forfeits his or her bonus eligibility upon terminating employment prior to the date of payment. However, a prorated bonus is payable to a participant upon a qualifying retirement, based upon actual performance under relevant performance metrics through the date of such retirement. Only Messrs. Findlay and Gavin would qualify for such treatment upon a retirement as of December 31, 2021. The calculations above assume a level of individual and Company performance of 109%. In addition, in the event of a termination in connection with a change in control of the Company, bonuses for any completed performance periods are payable. For purposes of the table above, it is assumed that each executive’s employment terminated on December 31, 2021 and, therefore, the table includes the full 2021 bonus amounts.

Disability, Death and Retirement. As described below, a termination of employment due to disability does not entitle the named executive officers to any payments or benefits that are not available to salaried employees generally. As is the case with any other eligible participant under our LTI Plan (as described in the Compensation Discussion and Analysis above), termination of employment due to retirement will entitle the named executive officers to a prorated payout under such plan. In addition, as is also the case with any other eligible participant under our EIB Plan (as described in the Compensation Discussion and Analysis above), termination of employment due to retirement will entitle the named executive officers to a prorated bonus under such plan. All employees, including the named executive officers, who receive awards under our 2017 Equity Incentive Plan will immediately vest in any unvested awards held by such employee in the event of a termination due to disability or death, although awards made in and after 2020 will be prorated based upon the period during which the employee was employed.

Acceleration of Vesting Upon a Change in Control. All employees, including the named executive officers, who receive awards under our 2017 Equity Incentive Plan will immediately vest in any unvested awards held by such employee if (1) the 2017 Equity Incentive Plan and the respective award agreements are not fully assumed in a change in control or (2) the 2017 Equity Incentive Plan and the respective award agreements are fully assumed in the change in control and the employee is terminated by the Company without cause or the employee resigns for good reason. In such instances, awards made prior to 2020 will fully vest based upon target performance, while awards made in and after 2020 will vest based upon actual performance through the date of the change in control.

•To the extent the executive (or any of the executive’s dependents) was eligible to be covered under the terms of our medical and dental plans for active employees immediately prior to his or her termination date, we will provide the executive (and his dependents, if any), at the Company’s cost, with equivalent coverages for up to 18 months following termination of employment, provided the executive elects COBRA coverage. In the event that the executive (and/or his or her dependents, if any) become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer which plan benefits are comparable to our plan benefits, coverage under our plans will cease for the executive (and/or his or her dependents, if any).

For our 2021 CEO Pay Ratio disclosure, we calculated our median employee as of the December 31, 2020 payroll using our entire employee population. The compensation data we used to determine our median employee was the same as that used in the summary compensation table for our named executive officers, including our CEO, with the exception of any positive pension earnings. As previously discussed, our pension plan was frozen in 2000 therefore this benefit is not available to employees hired since the plan was frozen, including our CEO. This information is also not practicably available for the entire employee population. We annualized the salary of full-time employees hired during the year and the salary of part-time permanent employees hired during the year was annualized at their part-time rate. For 2022, we used the same median employee as used for 2021 as there have been no material changes in our employee population or employee compensation arrangements that we believe would result in a significant change to the pay ratio. There were no material changes to this employee’s compensation that would significantly affect the pay ratio. Based on this methodology, the total compensation of our median employee was $50,198. The total compensation of our CEO was $1,919,909 and the ratio of this to our median employee was approximately 38:1.

As described in more detail in the Compensation Discussion and Analysis section of this proxy statement, the overall objectives of Lakeland Financial’s compensation programs have been to align executive officer compensation with the success of meeting long-term strategic operating and financial goals. Shareholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, as well as the Summary Compensation Table and other related compensation tables and narrative disclosure that describe the compensation of our named executive officers in 2021. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis section are effective in implementing our compensation philosophy and achieving its goals and that the compensation of our executive officers in fiscal year 2021 reflects and supports these compensation policies and procedures.

The Audit Committee assists the Board in carrying out its oversight responsibilities for our financial reporting process, audit process and internal controls. The Company’s management is responsible for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles and on the effectiveness of internal control over financial reporting.

The Audit Committee is also responsible for selecting, appointing and overseeing our independent registered public accounting firm. The Audit Committee performs an annual evaluation of the independent registered public accounting firm and the lead partner concerning the qualifications, performance and independence of the auditors by considering the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and the auditors’ technical expertise and knowledge of the Company’s operations and industry. The Audit Committee also participates in discussions of audit and audit related fees and approves all fees and services of the independent registered public accounting firm. Based on the outcome of the evaluation and discussions, the Audit Committee has appointed Crowe LLP as the Company’s independent registered public accounting firm as of and for the year ending December 31, 2022.

Among other things, the Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by Crowe LLP and all such services provided in 2020 and 2021 were pre-approved. These services include audit and audit-related services, tax services, and other services. Crowe LLP and management are required to periodically report to the Audit Committee regarding the extent of services provided by Crowe LLP in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis that the Audit Committee had not already specifically approved.

The undersigned hereby appoints David M. Findlay and Michael L. Kubacki, or either one of them acting in the absence of the other, with power of substitution, attorneys and proxies, for and in the name and place of the undersigned, to vote the number of common shares that the undersigned would be entitled to vote if then personally present at the Annual Meeting of Shareholders, to be held by live webcast at 4:30 p.m., Eastern Time, at www.virtualshareholdermeeting.com/LKFN2022, on the 12th day of April, 2022, or any adjournments or postponements of the meeting, upon the matters set forth in the notice of annual meeting and proxy statement, receipt of which is hereby acknowledged, as follows:


			Page Number

About the Meeting			4
Corporate Governance and the Board of Directors			7
Environmental, Social and Governance			1 1
Director Compensation			1 2
Security Ownership of Certain Beneficial Owners and Management			1 3
Certain Relationships and Related Transactions			1 4
Delinquent Section 16(a) Reports			1 5
Proposal No. 1 – Election of Directors			16
Executive Officers			20
Compensation Discussion and Analysis			21
Compensation Committee Report			34
Executive Compensation			35
202 1 Summary Compensation Table			35
202 1 Grants of Plan Based Awards Table			37
202 1 Outstanding Equity Awards at Fiscal Year-End Table			38
202 1 Option Exercises and Stock Vested Table			39
Pension Benefits Table			39
Nonqualified Deferred Compensation Table			40
Potential Payments Upon Termination or Change of Control			41
CEO Pay Ratio			43
Proposal No. 2 – Advisory (Non-Binding) Vote on Executive Compensation			44
Audit Committee Report			45
Proposal No. 3 – Ratification of Crowe LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022			46
Fees Paid to Independent Registered Public Accounting Firm			46


Board Diversity Matrix (as of February 22, 2022)
	Female	Male
Total Number of Directors	13
Part I: Gender Identity
Directors	2	11
Part II: Demographic Background
African American	1	0
Asian	0	1
White	1	10


Component	Amount
Annual Director Retainer	$	35,000
Annual Audit Committee Chairman Additional Retainer	15,000
Annual Governance Committee Chairman Additional Retainer	10,000
Annual Compensation Committee Chairman Additional Retainer	10,000
Annual Corporate Risk Committee Chairman Additional Retainer	10,000
Annual Chairman of the Board Additional Retainer	40,000
Annual Stock Grant (number of shares)	1,300


Name (a)	Fees Earned or Paid in Cash(1) (b)		Stock Awards(2)(3) (c)		Total (d)
Blake W. Augsburger	$	45,000	$	77,019	$	122,019
Robert E. Bartels, Jr.	35,000		77,019		112,019
Darrianne P. Christian	35,000		77,019		112,019
Daniel F. Evans, Jr.	35,000		77,019		112,019
Thomas A. Hiatt(4)	11,667		38,734		50,401
Michael L. Kubacki	75,000		77,019		152,019
Emily E. Pichon	45,000		77,019		122,019
Steven D. Ross	35,000		77,019		112,019
Brian J. Smith	35,000		77,019		112,019
Bradley J. Toothaker	45,000		77,019		122,019
Ronald D. Truex	50,000		77,019		127,019
M. Scott Welch	35,000		77,019		112,019


Performance Level	Target Net Income Percentage		2021 Net Income		Company Performance Payout Percentage
Maximum Performance	150	%	$	131,765,565	150	%
Target Performance	100	%	87,843,710		100	%
Threshold Performance	70	%	61,490,597		50	%
<Threshold Performance	<70%		<61,490,597		0	%


Very truly yours,

David M. Findlay President and Chief Executive Officer


By order of the Board of Directors,

J. Rickard Donovan
Secretary


Lisa M. O'Neill
			Ms. O'Neill age 54, presently serves as an Executive Vice President, Chief Financial Officer of Lakeland Financial and Lake City Bank, a position she has held since April 2014. Prior to that, Ms. O’Neill served as Chief Financial Officer of Bank First National Corporation in Manitowoc, Wisconsin, from 2007-2014. From 1999-2006, Ms. O’Neill was the Controller of Private Bancorp, Inc. Prior to 1999, Ms. O’Neill was with Arthur Andersen in its financial institutions group audit practice since 1989.


Name	Position	2022 Base Salary		2021 Base Salary		Percent Change
David M. Findlay	President and Chief Executive Officer	$	660,000	$	640,000	3.1	%
Lisa M. O’Neill	Executive Vice President, Chief Financial Officer	289,000		280,000		3.2	%
Eric H. Ottinger	Executive Vice President, Chief Commercial Banking Officer	339,500		329,000		3.2	%
Kristin L. Pruitt	Executive Vice President, Chief Administrative Officer	338,000		327,000		3.4	%
Michael E. Gavin	Executive Vice President, Chief Credit Officer	263,000		255,000		3.1	%


Name	Percent of Eligible Salary		Individual Performance Payout Percentage
David M. Findlay	50	%	100	%
Lisa M. O’Neill	40	%	100	%
Eric H. Ottinger	40	%	100	%
Kristin L. Pruitt	40	%	100	%
Michael E. Gavin	40	%	100	%


Name	Bonus Paid in 2022 for 2021 Performance		Bonus Paid in 2021 for 2020 Performance		Percentage Change
David M. Findlay	$	348,800	$	285,975	22.0	%
Lisa M. O’Neill	122,080		99,696		22.5	%
Eric H. Ottinger	143,444		118,296		21.3	%
Kristin L. Pruitt	142,572		113,088		26.1	%
Michael E. Gavin	111,180		92,070		20.8	%


	3 Year Revenue Growth
	Performance Period
Performance Level	2022-2024		2021-2023		2020-2022		Vesting
Maximum Performance	12.10	%	6.50	%	8.25	%	50% of target award
Target Performance	7.00	%	3.75	%	4.75	%	33.33% of target award
Threshold Performance	3.00	%	1.60	%	2.25	%	16.67% of target award
<Threshold Performance	<3.00%		<1.60%		<2.25%		0% of target award


	3 Year Diluted Earnings Per Share Growth
	Performance Period
Performance Level	2022-2024		2021-2023		2020-2022		Vesting
Maximum Performance	11.10	%	8.00	%	8.00	%	50% of target award
Target Performance	6.25	%	4.50	%	4.50	%	33.33% of target award
Threshold Performance	2.50	%	1.80	%	2.25	%	16.67% of target award
<Threshold Performance	<2.50%		<1.80%		<2.25%		0% of target award


	3 Year Return on Average Beginning Equity Growth
	Performance Period
Performance Level	2022-2024		2021-2023		2020-2022		Vesting
Maximum Performance	17.00	%	15.75	%	17.75	%	50% of target award
Target Performance	14.00	%	13.00	%	14.50	%	33.33% of target award
Threshold Performance	10.50	%	9.75	%	12.50	%	16.67% of target award
<Threshold Performance	<10.50%		<9.75%		<12.50%		0% of target award


Performance Metric	2019-2021				Weighted Payout Percentage
	Target Performance		Actual Performance
3 Year Revenue Growth	8.50	%	5.16	%	17.45	%
3 Year Diluted Earnings Per Share Growth	8.50	%	6.11	%	25.38	%
3 Year Return on Average Beginning Equity Growth	16.50	%	15.12	%	23.09	%
Payout Percentage					65.92	%


Name	401(k) Match		Cell Phone Stipend		Country Club Membership		Total

David M. Findlay	$	18,966	$	1,809	$	6,530	$	27,305
Lisa M. O’Neill	18,966		1,809		—		20,775
Eric H. Ottinger	18,966		1,809		10,035		30,810
Kristin L. Pruitt	18,966		1,809		6,110		26,885
Michael E. Gavin	18,966		1,809		4,552		25,327


Name	Performance Period 2019-2021 Payout Shares	Performance Period 2018-2020 Payout Shares
David M. Findlay	10,560	12,480
Lisa M. O’Neill	3,564	4,212
Eric H. Ottinger	4,290	5,070
Kristin L. Pruitt	3,960	4,446
Michael E. Gavin	3,564	4,212


Name	Performance Period 2022-2024 Target Share Award Payable in 2025	Performance Period 2021-2023 Target Share Award Payable in 2024	Performance Period 2020-2022 Target Share Award Payable in 2023
David M. Findlay	16,000	16,000	16,000
Lisa M. O’Neill	6,000	6,000	5,400
Eric H. Ottinger	6,500	6,500	6,500
Kristin L. Pruitt	6,500	6,500	6,500
Michael E. Gavin	5,400	5,400	5,400


Name (a)	Stock Awards
	Stock Awards Number of Shares Acquired on Vesting(1) (d)	Value Realized on Vesting(2) (e)
David M. Findlay	12,480	$	672,422
Lisa M. O’Neill	4,212	226,943
Eric H. Ottinger	5,070	273,172
Kristin L. Pruitt	4,446	239,550
Michael E. Gavin	4,212	226,943


Name (a)	Plan Name (b)	Number of Years Credited Service(1) (c)	Present Value of Accumulated Benefit(2) (d)		Payments During Last Fiscal Year (e)
David M. Findlay	—	—	—		—
Lisa M. O’Neill	—	—	—		—
Eric H. Ottinger	—	—	—		—
Kristin L. Pruitt	—	—	—		—
Michael E. Gavin	Lakeland Financial Corporation Pension Plan	7	$	57,884	—


Name (a)	Executive Contributions in Last FY (b)		Registrant Contributions in Last FY (c)		Aggregate Earnings in Last FY (d)		Aggregate Withdrawals/ Distributions (e)		Aggregate Balance at Last FYE (f)
David M. Findlay(1)	$	127,977	$	—	$	789,984	$	—	$	4,914,987
Lisa M. O’Neill(2)	5,000		—		3,187		—		21,234
Eric H. Ottinger(3)	44,826		—		26,885		—		187,651
Kristin L. Pruitt(4)	49,301		—		39,207		18,341		326,532
Michael E. Gavin	—		—		—		—		—


	2021		2020
Audit Fees	$	510,500	$	443,250
Audit-Related Fees	59,025		84,095
Tax Fees	72,313		64,085
All Other Fees	—		—
Total	$	641,838	$	591,430


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	D30625-P49108-Z79059	KEEP THIS PORTION FOR YOUR RECORDS


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY


Nominees		For	Withhold
1a.	A. Faraz Abbasi	[ ]	[ ]
1b.	Blake W. Augsburger	[ ]	[ ]
1c.	Robert E. Bartels, Jr.	[ ]	[ ]
1d.	Darrianne P. Christian	[ ]	[ ]
1e.	David M. Findlay	[ ]	[ ]
1f.	Michael L. Kubacki	[ ]	[ ]
1g.	Emily E. Pichon	[ ]	[ ]
1h.	Steven D. Ross	[ ]	[ ]
1i.	Brian J. Smith	[ ]	[ ]
1j.	Bradley J. Toothaker	[ ]	[ ]
1k.	M. Scott Welch	[ ]	[ ]


	For	Against	Abstain
2.APPROVAL, by non-binding vote, of the Company's compensation of certain executive officers.	[ ]	[ ]	[ ]
3.RATIFY THE APPOINTMENT OF CROWE LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.	[ ]	[ ]	[ ]



Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date