DEF 14A of SouthState Bank Corp
Filed Mar 3, 2026 · FY20250001104659-26-022580
Key statistics about our director nominees
Key statistics about our director nominees
Key statistics about our director nominees
| 4.0 years average tenure of independent directors, below the 7.8-year S&P 500 average (1) | 12 of 14 or 86% are independent | 3 of 14 or 21% are women | 2 of 14 or 14% are ethnically diverse | 8 of 14 or 57% have CEO-level experience | 4 of 14 or 29% have senior executive experience at financial institutions |
Key statistics about our director nominees
| (1) Our independent director nominees’ average tenure is calculated by full years of completed service based on date of initial election as of our annual meeting date; source for S&P 500 average: 2025 Spencer Stuart Board Index. |
Key statistics about our director nominees
Our key corporate governance policies include:
Key statistics about our director nominees
| An annually elected Board, with directors serving one-year terms | | A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees | | Executive sessions of independent directors at regularly scheduled Board and Board Committee meetings | | Board review and oversight of current and potential risks facing the Company and its business | | Annual Board self-assessment coordinated by the Independent Board Chair and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee | | At least six (6) hours of required director education annually | | Stock ownership requirements for directors and executive officers and insider trading guidelines | | Insider Trading Policy designed to promote compliance with insider trading laws, rules and regulations and NYSE rules, with prohibitions on directors, officer and employees from engaging in hedging or pledging transactions; publicly available under the “Investor Relations” tab at the Bank’s website, www.southstatebank.com | | Compensation Recoupment Policies, one compliant with SEC and NYSE Rules on recouping certain executive compensation paid to executive officers in the event of certain accounting restatements and one covering employees and triggering events beyond those required by SEC and NYSE rules |
Key statistics about our director nominees
2026 PROXY STATEMENT v
Key statistics about our director nominees
| No poison pill | | Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders | | Mandatory director retirement age of 72 years | | Code of Ethics applicable to all directors, officers, and employees | | Whistleblower Hotline available on our public facing website as a confidential mechanism to report concerns regarding accounting and audit matters, internal controls and fraud |
Our Directors
Our Directors Our directors represent a diverse range of qualifications and skills:
Our Directors
| ✓ | Strategic Vision. They are seasoned leaders who have held an array of diverse leadership positions and have practical insight into the skills needed to advance the Company’s corporate strategy. |
Our Directors
| ✓ | Leadership. They have served as chief executives and in senior positions in the areas of risk, operations, finance, technology, and human resources. |
Our Directors
| ✓ | Risk Management. Through their experience in complex regulatory, technology, operational, and risk environments (including banks and other financial services organizations), they understand the skillful oversight needed to identify, evaluate, and prioritize risk. |
Our Directors
| ✓ | Human Capital Management. With directors experienced in leading corporate culture and Human Resources initiatives and departments, they understand the need for ongoing, consistent talent development and the Company’s commitment to making SouthState a great place to work. |
Our Directors
| ✓ | Cybersecurity. A cybersecurity expert chairs our Risk Committee and provides technology-related insight and guidance to the Company. |
Our Directors
| ✓ | Customer Experience. They are customer-centric, with expertise in enhancing and transforming customer service experiences. |
Our Directors
| ✓ | Diverse Attributes. They represent diverse backgrounds, in terms of gender, race, ethnicity, and experience, thereby contributing to diverse viewpoints. |
Our Directors
| ✓ | Perspectives. They strengthen our Board’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our Company. |
Our Directors
| | Our Board recommends a vote “for” each of the 14 nominees listed below for election as a director (Proposal 1). |
Our Directors
Set forth below are each nominee’s name, age as of our annual meeting date, principal occupation, business experience, and U.S.-listed public company directorships held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each for election as a SouthState director.
Our Directors
| David R. Brooks | Age: 67 | Director since: 2025 | | | Former Chairman and Chief Executive Officer, Independent | Mr. Brooks was appointed to our Board of Directors on January 1, 2025, in connection with the Independent Merger. Prior to the Independent Merger, Mr. Brooks served as Chairman and CEO of Independent Financial, originally Independent Bank, since 1988. Prior to founding Independent, he served as President/CEO of Texas Commerce Bank-Brookhollow, now part of JP Morgan Chase, in the mid-1980s. He began his banking career in the early 1980s with a large regional bank in Dallas, Texas that later merged into what is now Bank of America. Mr. Brooks currently serves as Chairman of the Board at Capital Southwest Corporation and is on the Board of Regents for Baylor University. Mr. Brooks has been extensively involved in community and industry leadership over the years, having served as President of the Board of Trustees of the McKinney Independent School District and as a member of the McKinney City Council. He has also served on the boards of McKinney Economic Development Corporation, the McKinney Chamber of Commerce, and the Independent Bankers Association. Mr. Brooks served as Chief Financial Officer at Baylor University (2000 to 2004) and later served on the Board of Trustees at Houston Baptist University (2006 to 2012), including two years as Board Chairman. His vast knowledge of banking in Texas and Colorado, coupled with his involvement with numerous civic and educational organizations, will serve our Board well as we continue to grow and expand into new markets. Other Listed Company Boards: Independent (2002 to 2024). |
Our Directors
| Ronald M. Cofield, Sr. | Age: 67 | Director since: 2022 | | | Retired, Audit Partner, Pricewaterhouse-Coopers L.L.P. | Mr. Cofield is a retired audit partner from PricewaterhouseCoopers L.L.P. (“PwC”). During his 38-year career with PwC, he served as managing partner of its Orlando and Birmingham offices, Carolinas practice (Charlotte, Raleigh, Greensboro, and Spartanburg offices) and Atlanta Assurance practice (Atlanta, Nashville, and Birmingham offices), all key markets of the Bank. Mr. Cofield served as audit partner for multiple public companies, including other financial institutions. Mr. Cofield has served as Director or Executive Committee Member to numerous charitable and civic organizations in Orlando, Birmingham, Charlotte, and Atlanta, including the Atlanta Symphony Orchestra, Charlotte Arts and Science Council, and Operation New Birmingham. He currently works with the Tech Transformation Academy at City of Refuge, a not-for-profit organization located in one of Atlanta’s most economically challenged neighborhoods, where his responsibilities include professional life skills training, corporate outreach, and placement. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Mr. Cofield’s accounting knowledge, experience serving as audit partner for large financial institutions, and leadership experience in certain of our markets provides our Board with useful accounting-related insight. |
Our Directors
| Shantella E. Cooper | Age: 58 | Director since: 2022 | | | Chief Executive Officer, Journey Forward Strategies, LLC | Ms. Cooper is the founder and Chief Executive Officer of Journey Forward Strategies, LLC, consulting with Fortune 500 companies and not-for-profit organizations in the areas of executive coaching, leadership and culture development, and business transformation. Ms. Cooper served as the former Executive Director for the Atlanta Committee for Progress, a coalition of leading CEOs focused on critical development and inclusion for the city of Atlanta (October 2018 to February 2022). Prior to joining Atlanta Committee for Progress, Ms. Cooper served as Chief Transformation Officer for WestRock Company, a corrugated package company (2016 to 2018), and Vice President and General Manager of Lockheed Martin Aeronautics Company (2011 to 2016). During her time at Lockheed Martin, Ms. Cooper also served as Vice President of Human Resources for Corporate, Information Systems and Global Solutions, and Aeronautics Divisions, as well as Vice President of Ethics for the Aeronautics Division. Ms. Cooper is active in her community, serving on various for-profit and not-for-profit boards, including Emory University where she serves as Vice Chair of the Audit Committee, Georgia Tech Research Institute, Grady Healthcare System, and Georgia Historical Society. Ms. Cooper’s in-depth knowledge of business operations and strategy, together with her leadership in economic growth, risk management, change management, and community affairs, will enhance the Board’s ability to position the Company for future growth and success. Other Listed Company Boards: Atlantic Capital (2019 to 2022); Intercontinental Exchange, Inc. (2020 to present); Verativ Corporation (2020 to 2023). Southern Company (2023 to present). |
Our Directors
| John C. Corbett | Age: 57 | Director since: 2020 | | | Chief Executive Officer, SouthState; Chief Executive Officer and President of the Bank | Mr. Corbett was appointed as the Chief Executive Officer of the Company, the President and Chief Executive Officer of the Bank, and to our Board of Directors on June 7, 2020, in connection with the merger (the “CenterState Merger”) of the Company and CenterState Bank Corporation (“CenterState”). Before that, he served as the President and Chief Executive Officer of CenterState since July 2015 and was its Executive Vice President from 2007 to 2015. He also served as the Chief Executive Officer and as a director of CenterState Bank, N.A. (“CenterState Bank” and now known as the Bank) (2003 to June 2020) and was CenterState Bank’s Executive Vice President and Chief Credit Officer from 2000 to 2003. Prior to joining CenterState Bank in 1999, he was Vice President of Commercial Banking at First Union National Bank in Florida (1990 to 1999). Mr. Corbett is the brother-in-law of Mr. Young, our Chief Strategy Officer. Mr. Corbett, as our Chief Executive Officer and a founding leader of the Bank, brings to our Board a strong historical perspective and forward strategic vision for the Company, which we believe will continue to provide considerable value as part of our strategic deliberations and decision-making process. Other Listed Company Boards: CenterState (2011 to 2020). |
Our Directors
| Martin B. Davis | Age: 63 | Director since: 2016 | | | Retired, Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company | Mr. Davis spent over 35 years leading complex technology organizations in highly regulated environments. From 2015 to 2025, Mr. Davis served as Executive Vice President of Southern Company Services and Chief Information Officer of Southern Company where he led a team of over 2,000 experts in information technology strategy development, operations, and delivery supporting nine subsidiaries across the Southeast. Prior to joining Southern Company Services and Southern Company, Mr. Davis held several technology-related roles with Wells Fargo and its predecessor organizations, including serving as the head of Enterprise Technology Services, Chief Technology Officer, and Executive Vice President (2012-2014), where he provided executive leadership for key enterprise technology functions including information security. He has been recognized as one of the “50 Most Important African Americans in Technology” by U.S. Black Engineers & Information Technology magazine and one of the “75 Most Powerful African Americans in Corporate America” by Black Enterprise. Mr. Davis was also named one of the “Most Influential Blacks in Corporate America” by Savoy magazine in 2019 and 2020. Most recently, he was named the 2021 TechBridge Ed Steinike CIO of the Year. Mr. Davis serves on the Board of Directors of the American Heart Association’s Southeast Region (2015 to present) and Piedmont Healthcare (2020 to present), and he previously served on the Board of Trustees of Winston-Salem State University (2006 to 2013). Mr. Davis’s technology-related experience provides our Board with useful insight into this area of increasing strategic importance to bank marketing and operations. |
Our Directors
| Janet P. Froetscher | Age: 66 | Director since: 2025 | | | Board Chair and Senior Advisor, J.B and M.K. Pritzker Family Foundation | Ms. Froetscher was appointed to our Board of Directors on January 1, 2025, in connection with the Independent Merger. She currently serves as Chair of the Board and Senior Advisor of the J.B and M.K. Pritzker Family Foundation, a private foundation. She was formerly President of the Foundation, a position she held since 2016. Previously, Ms. Froetscher was the Chief Executive Officer of Special Olympics (2013 to 2016), where she led a global team with operations and affiliates in more than 170 countries. Prior her role with the Special Olympics, Ms. Froetscher served as President and Chief Executive Officer of the National Safety Council (2008-2013), and Chief Executive Officer of the United Way of Metropolitan Chicago (2003 to 2008). In addition, she previously served as Chief Operating Officer of the Aspen Institute and as Executive Director of the non-profit consulting arm of the Commercial Club of Chicago. Her corporate experience includes account management, credit and syndications roles at Bankers Trust Company and First National Bank of Chicago. She is a Board member of the Cboe Global Markets, Inc. Ms. Froetscher's widespread business capabilities, board experience, and background in banking and finance at the corporate level make her a valuable asset to our Board of Directors. Other Listed Company Boards: Independent (2023 to 2024); Cboe Global Markets, Inc. (2010 to present). |
Our Directors
| Merriann Metz | Age: 51 | Director since: 2024 | | | Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary for Publix Super Markets, Inc. | Since January 2022, Ms. Metz has served as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary for Publix Super Markets, Inc. (“Publix”). In this role, Ms. Metz is responsible for the legal, risk management, compliance, and environmental and sustainability functions for Publix. Prior to January 2022, Ms. Metz acted as Vice President, General Counsel, Chief Compliance Officer, and Secretary (2019 to 2022), Assistant General Counsel and Assistant Secretary (2016 to 2019) and Senior Attorney (2006 to 2016). Publix operates over 1,300 supermarkets across an eight-state footprint of Florida, Georgia, Alabama, the Carolinas, Tennessee, Virginia, and Kentucky. Before joining Publix, Ms. Metz practiced law at Lowndes, Drosdick, Doster, Kantor and Reed, P.A., a law firm based in Orlando, Florida, where she practiced in the areas of commercial real estate transactions and real estate litigation. Ms. Metz actively supports her community through service to various non-profit organizations and has served as Director and Board Chair of Easter Seals Florida, Inc. Ms. Metz’s extensive legal, compliance and risk management background provides the Board with a valuable perspective and assists in positioning the Company for future success as a sound and profitable organization. |
Our Directors
| G. Ruffner Page, Jr. | Age: 66 | Director since: 2020 | | | Chief Executive Officer, O’Neal Industries | Mr. Page was appointed to our Board of Directors on June 7, 2020, in connection with the CenterState Merger. He currently serves as the Chief Executive Officer of O’Neal Industries, after serving as its President and Chief Operating Officer from 2023 to January 2026. O’Neal Industries’ companies provide products and services across the metals industry, ranging from carbon and stainless steel, aluminum, and specialty alloy products to complex manufactured components and tubing. Mr. Page has served on the Board for O’Neal Industries since 2016. He retired in January 2022 from McWane, Inc. a global manufacturing business where he had served as President since 1999. He also previously served as Executive Vice President of National Bank of Commerce, a subsidiary of Alabama National Bancorporation, from 1989 until 1994, and served as a director for Alabama National BanCorporation from 1995 to 2008. Mr. Page’s experience as the President of one of the largest privately-owned metals service centers in the U.S. and understanding of banking as a former financial institution executive provides our Board with valuable strategic insights as we continue to evolve into a leading Southern regional bank. Other Listed Company Boards: CenterState (2019 to 2020); National Commerce Corporation (“NCOM”) (Lead Independent Director) (2010-2019); and Alabama National Bancorporation (1995 to 2008). |
Our Directors
| William K. Pou, Jr. | Age: 69 | Director since: 2020 | | | Retired, Executive Vice President and Chairman, W.S. Badcock Corporation | Mr. Pou was appointed to our Board of Directors on June 7, 2020, in connection with the CenterState Merger. Until the 2021 sale of W.S. Badcock Corporation, Mr. Pou served as the Chairman of the Board, Executive Vice President and Chairman of the Compliance Committee of W.S. Badcock Corporation (dba Badcock Home Furniture & More), where he was responsible for the retail operations of over 373 stores in eight states throughout the Southeastern United States. From the 2021 sale through 2022, he served as an Executive Advisor to the company’s new management team. Mr. Pou spent his entire adult life with this organization and participated in all aspects of its operations, including the consumer credit division as well as personally owning and operating several stores between 1979 and 1998 as an independent dealer. He was also a founding director of the First National Bank of Polk County in 1992, one of the initial three banks which were merged to form CenterState Bank. Mr. Pou is active in the community, currently serving on the Boards of Trustee for Florida Southern College Board (Lakeland, Florida), Lakeland Regional Health, and Mercer University (Macon, Georgia). Mr. Pou brings to our Board more than 30 years of experience and insight in consumer credit and collections, as well as experience and knowledge in operating multi-unit, multi-state operations. Other Listed Company Boards: CenterState (2012 to 2020) |
Our Directors
| James W. Roquemore | Age: 71 | Director since: 2022 | | | Retired, Chief Executive Officer and Chairman, Patten Seed Company, Super Sod | Mr. Roquemore is the retired chief Executive Officer and Chairman of the Board of Directors of Patten Seed Company, Super Sod, where he served as Chief Executive Officer from 1995 until his retirement in September 2020. Currently, Mr. Roquemore serves as the President and Chairman of the Board of YC Holdings, Inc., a land holding and investment company that leases approximately 14,000 acres to Super Sod to produce turf grass and holds approximately 1,000 acres in developmental real estate. Active in his community, Mr. Roquemore currently serves as the Chairman of the Board of Directors of Orbis Health Solutions, a company dedicated to developing immunotherapy medicines to combat disease. Mr. Roquemore brings to the SouthState Board over 50 years of management, marketing, human resources, financial, operations and customer service experience. His business and personal experience in the communities in which SouthState is located provide him with an appreciation of markets that SouthState serves, and the relationships he has developed within those communities and as a result of serving on the Board of the Company from 1994 to 2020 enhance his leadership and consensus-building ability. |
Our Directors
| David G. Salyers | Age: 67 | Director since: 2020 | | | Retired, Executive responsible for Growth and Hospitality, Chick-fil-A, Inc. | Mr. Salyers was appointed to our Board of Directors on June 7, 2020, in connection with the CenterState Merger. He is retired as the executive responsible for growth and hospitality for Chick-fil-A, Inc., the Atlanta based fast food restaurant chain, where he spent his entire 37-year career. From 2019 to 2020, Mr. Salyers served on the Board of Directors of Live Oak Banking Company. He also is active in community activities and has been involved in venture capital partnerships and technology ventures, as well as serving as a director for several start up organizations. Mr. Salyers serves as the Inaugural Start Up Mentor-In-Residence at the University of Georgia and is the author of the book, “Remarkable!” on company culture. Mr. Salyers’ experience in operating a national service-oriented business and leadership development is considered an asset to our Board as we continue to evolve into a leading Southeast regional community bank with a focus on our customers and employees and developing a distinctive and welcoming culture. Other Listed Company Boards: CenterState (2017 to 2020) and Live Oak Bankshares Inc. (2019 to 2020). |
Our Directors
| Benjamin J. Sasse | Age: 54 | Director since: 2025 | | | President Emeritus and Professor, Hamilton School, University of Florida | Since August 2024, Mr. Sasse has served as president emeritus and professor in the Hamilton School at the University of Florida, Gainesville, Florida. Prior to that, Mr. Sasse served as the 13th President of the University of Florida (2023 to 2024). Prior to his appointment as University of Florida's President, Mr. Sasse served as United States Senator from the State of Nebraska, serving on the Finance, Intelligence, Judiciary, Banking, and Budget Committees (2015 to 2023) and the 15th President of Midland University, Fremont, Nebraska (2010 to 2014). Mr. Sasse was an assistant professor at the University of Texas at Austin (2004 to 2009), served as an assistant secretary in the U.S. Department of Health and Human Services (2007 to 2009), held posts in other U.S. government agencies (2003 to 2005), and served intermittently for over a decade as strategic advisor to various corporate and non-profit organizations through roles with the Boston Consulting Group, McKinsey & Company, and independently (1994 to 2010). Mr. Sasse has advised many non-profit organizations in the past, but his community activity currently centers around Faith Presbyterian Church, Gainesville, Florida, and Grace Presbyterian Church, Fremont, Nebraska. Since April 2024, he has served on the board of directors of Strategic Education Incorporated (SEI), Herndon, Virginia. Mr. Sasse’s background in government, including cybersecurity and geopolitical strategy, strategic planning and thinking, finance, and managing diverse organizations will provide the Board with a valuable perspective and insight as it continues to grow into a larger regional organization and help position the Company for future success. | | G. Stacy Smith | Age: 58 | Director since: 2025 | | | Partner, Trinity Investment Group; Managing Partner, Stillwater Mountain Ranch LLC | Mr. Smith was appointed to our Board of Directors on January 1, 2025, in connection with the Independent Merger. He is the Managing Partner and co-founder of Stillwater Mountain Ranch LLC, a private development in Whitefish, Montana. Mr. Smith is also co-founder and an active partner in Trinity Investment Group, which invests in private equity, public equity, and hard assets. In addition, he serves as an advisor of EAW Energy Partners, an oil and gas minerals acquisition firm. In 1997, Mr. Smith co-founded Walker Smith Capital, a long/short equity hedge fund based in Dallas, Texas, and he served as portfolio manager of that firm for sixteen years. He started his investment career as an energy analyst at Wasserstein Perella & Co., an international investment bank. Mr. Smith serves as a director of Whitehorse Finance, Inc., a closed-end management investment company. He is a member of the Salesmanship Club of Dallas, an association of business professionals that supports local charitable organizations. Mr. Smith’s extensive experience in overseeing the management of investment firms and knowledge of the Texas banking market will afford him the opportunity to make significant contributions to the Board in providing investor perspective and local market experience. Other Listed Company Boards: Independent (2013 to 2024); Whitehorse Finance, Inc. (2015 to present) |
Our Directors
| Joshua A. Snively | Age: 61 | Director since: 2020 | | | President, ADM Global Citrus Platform; President, Florida Chemical Company, LLC | Mr. Snively was appointed to our Board of Directors on June 7, 2020, in connection with the CenterState Merger. He is President of ADM Global Citrus Platform and President of Florida Chemical Company, LLC. ADM acquired Florida Chemical from Flotek Industries, Inc. (Flotek) in March 2019. ADM (NYSE: ADM) is a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company. Prior to the acquisition, Mr. Snively was Executive Vice President of Operations for Flotek and President of its wholly owned subsidiary, Florida Chemical Company, Inc. Mr. Snively has been with Florida Chemical since 1995 and was instrumental in transforming the company from a family-owned and operated business to a professionally managed operation with an independent Board of Directors. Prior to joining Florida Chemical, Mr. Snively was Vice President of Commercial Agriculture Finance at SunTrust Bank and was a commercial lender for Farm Credit of Central Florida. He graduated with a B.S. in Finance and Citrus Management from Florida Southern College. Mr. Snively’s commercial finance experience and his understanding of family-owned businesses as well as his experience with global sales and procurement strategies provide unique insight into global economic activity, risk management, and best-in-class business strategies. Other Listed Company Boards: CenterState (2012 to 2020). |
Our Board of Directors
Our Board of Directors Our Board and its committees oversee:
Our Board of Directors
| ● | Management’s development and implementation of a three-year strategic business plan and annual budget and our progress meeting these plans |
Our Board of Directors
| ● | Management’s identification, measurement, monitoring, and control of our Company’s risk appetite around its material risks, including credit, market, operational (including integration, payments, conduct, model, climate, and cyber risks), price, liquidity, compliance (including consumer compliance and BSA/AML/OFAC risk), strategic, and reputational risks |
Our Board of Directors
| ● | Our Company’s establishment, maintenance, and administration of appropriately designed compensation programs and plans, including approving annual goals for executives, evaluating performance of executives, and setting compensation for executives |
Our Board of Directors
| ● | Our Company’s maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business |
Our Board of Directors
| ● | Our Company’s corporate stewardship objectives and initiatives |
Our Board of Directors
| ● | Our corporate audit function, our independent registered public accounting firm, and the integrity of our consolidated financial statements |
Our Board of Directors
| ● | Formal evaluation process of our Board and its committees which includes a peer-to-peer evaluation |
Our Board of Directors
| ● | Director succession process that includes identification of director candidates, evaluation of such candidates, and nomination of qualified individuals for election to serve on our Board under a formal Governance and Nominating Committee process |
Our Board of Directors
| ● | Executive succession process, including CEO succession and other executive officer development |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Pay
2025 Director Pay The table below sets forth the annual compensation of our non-employee directors for fiscal year 2025. In July 2024, the Compensation Committee reviewed and performed an analysis of director compensation paid to our peers, as discussed on pages 47 and 48, and determined to adjust our director compensation to bring it in line with director compensation paid by such peers effective January 1, 2025, following the consummation of the Independent Merger. In July 2025, the Compensation Committee again analyzed director compensation, and following such analysis, retained the director compensation initially approved in July for the balance of 2025.
2025 Director Pay
| Cash Retainer (1) | Position | | $80,000 | Board Members | | $80,000 | Additional Fee to Independent Chair of the Board | | $15,000 | Chairs of the Risk, Governance and Nominating, and Compensation Committees | | $20,000 | Chair of Audit Committee | | $15,000 | Committee Members of the Audit Committee | | $10,000 | Committee Members of the Risk, Governance and Nominating, and Compensation Committees |
2025 Director Pay
| Director Equity Retainer | | ● $100,000 issued May 1, 2025, in the form of RSUs that vest six months following the grant date. | | ● If Board service is terminated due to death, all unvested RSUs will fully vest as of the date of death. If Board service is terminated for any reason other than death, any unvested RSUs outstanding as of the date of termination would be forfeited. | | ● Upon a change of control, all unvested RSUs will become fully vested and settled in shares of SouthState common stock. |
2025 Director Pay
| (1) Directors may elect to receive equity in lieu of cash retainer payments. |
2025 Director Pay
For 2026, the Compensation Committee reviewed and performed an analysis of director compensation paid to our peers and determined not to adjust Board compensation for 2026, other than approving a cash retainer of $45,000 to be paid to the Lead Independent Director (to be appointed in the event the Chief Executive Officer serves as the Chair of the Board). Mr. Corbett, who is both an employee and a director, is not eligible to receive any equity, retainer, or fees for his service on the Board, including as Chair of the Board.
2025 Director Compensation Review
2025 Director Compensation Review The Compensation Committee is responsible for reviewing, on an annual basis, the compensation paid to our directors and making recommendations to the Board on any adjustments to it. Working with its independent compensation consultant, the Compensation Committee annually assesses SouthState’s director compensation program relative to our peers. In making this assessment, the Compensation Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our Board members relative to directors at our peers, and (iii) our aggregate Board compensation as compared to our peer group. As noted above, the Compensation Committee approved adjustments to director compensation in 2025 to bring director compensation levels in line with market practice among our peers.
2025 Director Compensation
2025 Director Compensation The following table shows the compensation paid to our 2025 non-management directors for their services in 2025:
2025 Director Compensation
| | Fees earned or | | All other | | | | paid in cash | Stock awards | compensation | Total | | Director (1) | ($) (2) | ($) (3) | ($) | ($) | | David R. Brooks | 60,000 | 100,706.40 | 12,800,000 (8) | 12,960,706.40 | | Ronald M. Cofield, Sr. | 119,853 | 100,706.40 (4) | — | 220,289.40 | | Shantella E. Cooper | 107,083 (5) | 100,706.40 (4) | — | 207,789.40 | | Jean E. Davis | 57,083 | — | — | 57,083 | | Martin B. Davis | 112,500 | 100,706.40 | — | 213,206.40 | | Janet P. Froetscher | 70,417 | 100,706.40 | — | 171,123.40 | | Douglas J. Hertz | 185,000 (6) | 100,706.40 | — | 285,706.40 | | Merriann Metz | 92,917 | 100,706.40 | — | 180,706.40 | | G. Ruffner Page Jr. | 101,667 (7) | 100,706.40 (4) | — | 202,373.40 | | William Knox Pou, Jr. | 107,500 | 100,706.40 | — | 208,206.40 | | James W. Roquemore | 103,750 | 100,706.40 | — | 204,456.40 | | David G. Salyers | 95,000 | 100,706.40 | — | 195,706.40 | | Benjamin J. Sasse | — | — | — | — | | G. Stacy Smith | 70,417 | 100,706.40 | — | 171,123.40 | | Joshua A. Snively | 115,000 | 100,706.40 (4) | — | 213,206.40 |
2025 Director Compensation
| (1) Messrs. Brooks and Smith and Ms. Froetscher were appointed to the Board effective January 1, 2025. Mr. Sasse was appointed to the Board effective October 21, 2025. Ms. Davis retired from the Board immediately prior to the 2025 shareholder meeting held April 23, 2025. |
2025 Director Compensation
| (2) Includes total compensation earned through Board fees, retainers, and committee fees, whether paid or deferred. Refer to the “Director Compensation – 2025 Director Pay” section for more information regarding committee membership and fees. |
2025 Director Compensation
| (3) RSUs were awarded to non-employee directors on May 1, 2025, in the amount of $100,000. These awards vested on November 1, 2025. The market value of the shares is determined by the closing market price of our common stock October 31, 2025 ($88.65), the last business day prior to the November 1, 2025 vesting date, computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts for awards granted in 2025 are included in Note 17 in the “Notes to Consolidated Financial Statements” included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. None of our non-employee directors had any unvested stock awards outstanding as of December 31, 2025. |
2025 Director Compensation
| (4) Reflects amounts deferred under Nonemployee Directors Deferred Income Plan. Please refer to the section captioned “Director Compensation – Director Deferral Plan” on page 31 for more information. |
2025 Director Compensation
| (5) Reflects equity in lieu of cash of $107,083 deferred under the Nonemployee Directors Deferred Income Plan. Please refer to the section captioned “Director Compensation – Director Deferral Plan” on page 31 for more information. |
2025 Director Compensation
| (6) Includes equity in lieu of cash of $185,000. |
2025 Director Compensation
| (7) Reflects equity in lieu of cash of $101,667 deferred under the Nonemployee Directors Deferred Income Plan. Please refer to the section captioned “Director Compensation – Director Deferral Plan” on page 31 for more information. |
2025 Director Compensation
| (8) Reflects a cash payment of $12,800,000, representing Mr. Brooks’ contractual entitlement to certain cash payments under his change in control severance agreement with Independent. |
2025 Director Compensation
| PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON-BINDING “SAY ON PAY” RESOLUTION) |
b. 2025 Highlights
| (1) Adjusted EPS, PPNR per share, adjusted ROATCE, and adjusted ROAA are Non-GAAP measures that exclude the impact of merger, branch consolidation, severance-related, and other expense, gains or losses on AFS securities and other one-time adjustments such as FDIC special assessment, gain on sale leaseback, net of transaction costs, initial provision for credit losses on non-PCD loans and unfunded commitments, all net of tax, and deferred tax asset remeasurement. PPNR per share also excludes income taxes and provision for credit losses. ROATCE and adjusted ROATCE further exclude after-tax amortization of intangibles. Tangible measures are non-GAAP measures and exclude the effects of goodwill and other intangible assets. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
a. Pay Evaluation and Decision Process
| ● | Performance as compared to competitor peer group |
i. Pay Practices
| ✓ Pay for Performance: We apply a framework based on soundness, profitability, and growth goals to drive short-term and long-term shareholder value. ✓ Annual Say on Pay Vote: We conduct an annual Say on Pay vote in line with best governance practices. ✓ Stock Ownership Guidelines: We maintain strict stock ownership requirements for our Executive Leadership and Directors. ✓ Insider Trading Policy and Strong Pledging and Hedging Prohibitions: Executive Leadership and Directors are expected to comply with our SEC-compliant Insider Trading Policy, including with respect to Rule 10b5-1 trading plans, and prohibitions on pledging or hedging/speculative trading in shares of SouthState stock. ✓ Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant who reports directly to the Compensation Committee. ✓ Recoupment Policies: We maintain a compensation recoupment policy that requires us to recoup reasonably promptly incentive-based compensation received by executive officers in the event of certain restatements of our financial statements due to material noncompliance with any financial reporting requirement under federal securities laws, and which complements a broader clawback policy covering a broader scope of employees and other triggering events besides a restatement. ✓ Responsible Equity Grant Practices: We use the average of the closing price of our common stock for the preceding month to determine the number of PSU or RSU awards but recognize the expense of all share-based awards in our income statement over the award’s minimum required service period. ⌧ No New Excise Tax Gross-Ups: We do not provide gross-up payments for excise taxes other than under historic grandfathered arrangements. ⌧ No New Single Trigger Payments: Following the CenterState Merger, we no longer provide single trigger severance payments other than under historic grandfathered arrangements. ⌧ Severance: We provide only cash severance (in the form of base salary, cash bonuses, and COBRA coverage) pursuant to the terms of the NEOs’ employment agreements. ⌧ No Repricing: We do not allow for repricing of stock options without our shareholders’ consent. | | ⌧ No Excessive Perquisites: We do not provide our NEOs with excessive perquisites beyond what is reasonable and appropriate to increase the productivity of our NEOs. |
ii. Impact of Compensation Practices on Risk Management
ii. Impact of Compensation Practices on Risk Management The Company’s incentive governance process includes a framework for developing new incentive compensation policies and procedures and a robust, multi-layered risk review process designed to comply with applicable law. The Compensation Committee has ultimate authority regarding all incentive plans. The Compensation Committee reviews and approves any material changes to incentive plans. An Incentive Compensation Committee at the management-level is responsible for reviewing the annual risk review process for incentive plans and monitors business line compliance with the approved incentive plans. The Compensation Committee reviews and approves the annual incentive plan risk assessments. For additional information, please see the discussion captioned “Compensation Governance and Risk Management – Compensation Risk Management Policies and Practices” beginning on page 25. We believe that our layered compensation governance approach, which includes offering a mix of fixed and variable compensation, performing annual incentive plan risk assessments, setting appropriate performance metrics that reward performance without encouraging excessive risk, and monitoring incentive plan awards, allows us to effectively mitigate excessive risk. The Chief Risk Officer presented the 2025 and 2026 incentive plans and risk review analyses for 2025 and 2026 plans, respectively, to the Compensation Committee, and based on its deliberations, the Compensation Committee concluded that our compensation and incentive plans and practices for 2025 and 2026 do not create risks that are likely to have a material adverse effect or would cause plan participants to take unnecessary risks.
c. Role of Compensation Consultant
c. Role of Compensation Consultant The Compensation Committee engages an independent compensation consultant to provide market reference perspective and serve as an advisor. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. Further, the Compensation Committee has the sole authority to engage a compensation consultant and approve the independent compensation consultant’s fees and other terms of the engagement. For 2025, the Compensation Committee engaged the services of FW Cook as its independent consultant. FW Cook performed a review of our director and executive compensation programs, provided peer group analyses, advised on regulatory developments, corporate governance, and best practice trends, and participated in the Compensation Committee meetings held during 2025. The Compensation Committee considered the independence of FW Cook in light of applicable SEC rules and the NYSE Listing Standards. The Compensation Committee requested and received a report from FW Cook addressing the independence of FW Cook and its senior advisors. The following factors were considered: (1) services other than compensation consulting provided to us by FW Cook; (2) fees paid by us as a percentage of FW Cook’s total revenue; (3) policies or procedures maintained by FW Cook that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors of FW Cook and a member of our Compensation Committee; (5) any stock of the Company owned by the senior advisors of FW Cook; and (6) any business or personal relationships between our executive officers and the senior advisors of FW Cook. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook, and FW Cook’s senior advisors involved in the engagements did not raise any conflict of interest. During 2025, FW Cook provided the following services to the SouthState Compensation Committee:
c. Role of Compensation Consultant
| ● | provided data and analysis to the Compensation Committee regarding compensation related trends in the banking industry; |
c. Role of Compensation Consultant
| ● | reviewed the Company’s total compensation philosophy for reasonableness and appropriateness; |
c. Role of Compensation Consultant
| ● | reviewed overall compensation levels; |
c. Role of Compensation Consultant
| ● | reviewed the competitiveness of the compensation elements currently offered by the Company to its top executives, including base salary, annual incentive or bonus, long-term incentives (stock options, restricted stock, RSUs and PSUs), all other compensation, and changes in retirement benefits as compared to those of the customized peer group; |
c. Role of Compensation Consultant
| ● | advised the Compensation Committee regarding the compensation of outside directors, including the competitiveness of its elements as compared to the defined peer group; |
c. Role of Compensation Consultant
| ● | recommended and made observations regarding the potential alignment of the Company’s executive compensation practices with the Company’s overall business strategy and culture relative to the market as defined by the peer group (including a review of the current performance-based programs with respect to the annual cash incentives and annual equity grants); |
c. Role of Compensation Consultant
| ● | interacted with management to obtain compensation and benefits data, as well as other relevant information that is not available from public sources, to understand the scope of the various executive jobs to provide accurate benchmarking and confirm accurate and up-to-date factual and data analyses; and |
c. Role of Compensation Consultant
| ● | provided market and peer data and recommendations on executive management compensation. |
c. Role of Compensation Consultant
In addition, the Company engaged McLagan, an AON Company, to assist the Company with calculating the potential payments to our NEOs upon termination or change in control as disclosed in the 2025 Proxy Statement and continued that limited engagement for purposes of assisting the Company with the calculations disclosed in this Proxy Statement on page 57 below. In addition, we participated in McLagan’s annual survey of regional and community banks’ incentive compensation practices for specific lines of business, including commercial and specialty lending divisions, and executive management received a report of such results for banks with assets between $20 and $100 billion in assets.
c. Annual Cash Incentive and Long-Term Incentive Plans
c. Annual Cash Incentive and Long-Term Incentive Plans The table below summarizes the components of each of the Annual Cash Incentive Plan (“AIP”) and Long-Term Incentive (“LTI”) Plan approved by the Compensation Committee for 2025, including the performance metrics that are being applied, and purpose for including such components. The Compensation Committee annually sets the amount of each executive’s threshold, target, and maximum award that can be awarded under the AIP, determined as a percentage of the participant’s base salary. In addition, the Compensation Committee approves the form of LTI awards and the related performance conditions for each executive under the LTI plan in a manner designed to align the interests of our executives with those of our shareholders. Each January, the Compensation Committee reviews the Company’s performance for the prior fiscal year, aligns such performance with the opportunities and metrics under the AIP and LTI plan, and calculates and approves the awards to be granted. Following Board approval of such awards, the awards are granted to the NEOs in late January. The Compensation Committee establishes rigorous performance goals that are designed to achieve strong results without encouraging excessive risk-taking. For 2025, the metrics for receiving AIP and LTI awards were as set forth below:
c. Annual Cash Incentive and Long-Term Incentive Plans
| (1) Adjusted PPNR is a non-GAAP financial measure that excludes the impact of merger, branch consolidation, severance-related, and other expense, gains, or losses on AFS securities and other one-time adjustments such as FDIC special assessment, gain on sale leaseback, net of transaction costs, initial provision for credit losses on non-PCD loans and unfunded commitments, all net of tax, deferred tax asset remeasurement, and applicable donations with tax credits. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (2) Adjusted ROATCE is defined as Core ROATCE as reported by S&P Global Market Intelligence and adjusted for the impact of provision for credit losses recorded for non-purchase credit deteriorated loans acquired during the measurement period. Core ROATCE, as reported by S&P Global Market Intelligence, excludes the effects of one-time adjustments such as gain or losses on available for sale securities, merger related expenses, FDIC special assessment, branch consolidation expenses, gain on sale leaseback, net of transaction costs, and amortization of intangible assets, net of tax. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (3) Adjusted PPNR less Net Charge-Offs equals net income before income taxes and provision for credit losses and excludes items as noted in note (1) above, less loan charge-offs, net of recoveries, on non-PCD loans recorded during the measurement period. |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (4) Non-performing assets divided by the sum of loans plus other real estate owned on an absolute basis and as compared to our peers. A ratio less than or equal to 0.75% is maximum performance. A ratio above 0.75% results in a peer group comparison. |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (5) TBV Growth is the compounded tangible book value growth per share excluding: (a) the impact of cumulative dividends per share paid to shareholders during the measurement period; (b) the impact of share repurchase activity on the Tangible Book Value per share during the measurement period; and (c) the impact of the change in accumulated other comprehensive income during the measurement period as described below. |
c. Annual Cash Incentive and Long-Term Incentive Plans
Each year, the Compensation Committee assesses the appropriateness of the prospective metrics for AIP and LTI awards. For the 2025 AIP, the Compensation Committee approved prospective performance metrics for the NEOs which included adjusting the calculation for the Adjusted PPNR metric to exclude Net Charge-offs in order to provide a more appropriate measure of net income outside of fluctuations in the CECL reserve. For LTI determinations for 2025, the Compensation Committee approved an LTI award mix of 60% PSUs and 40% RSUs of the overall LTI opportunity. The 2025 AIP and LTI target opportunities as a percentage of base salary for each of the NEOs are outlined in the table below.
c. Annual Cash Incentive and Long-Term Incentive Plans
| Name | AIP Opportunity (Cash) (1) | LTI Opportunity 40% RSUs 60% PSUs (2) | | John C. Corbett, Chief Executive Officer | 150% | 285% | | William E. Matthews V, Chief Financial Officer | 85% | 150% | | Richard Murray IV, President of the Company | 85% | 125% | | Renee R. Brooks, Chief Operating Officer | 85% | 125% | | Stephen D. Young, Chief Strategy Officer | 115% | 175% |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (1) Maximum payout under the AIP is 200% of the target AIP opportunity which represents an increase from 150% in 2024. This change was made for the purpose of bringing our cash-based incentive program in line with our peers following the Independent Merger. |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (2) 40% in the form of time-vesting RSUs that vest ratably over a three-year vesting period on January 1 of each year following the year of grant and 60% in the form of PSUs that are eligible to vest and become earned between 0% and 150% of target levels based on the achievement of a TBV Growth performance metric and a 3-Year Relative ROATCE performance metric, equally weighted, over a three-year performance period, subject to the NEO’s continued employment with us through the vesting date. |
c. Annual Cash Incentive and Long-Term Incentive Plans
Following the completion of the Independent Merger, the Compensation Committee reviewed our compensation consultant’s competitive analysis of incentive programs sponsored by our peers and approved certain changes for 2025 to bring our incentive programs in line with our peers. For 2025, the Compensation Committee approved (i) with regard to Mr. Corbett, an increase in target AIP opportunity from 125% to 150% of base salary and an increase in target LTI opportunity from 280% to 285% of base salary, and (ii) with respect to Ms. Brooks and Messrs. Matthews, Murray and Young, a ten percent (10%) increase in the executive’s target AIP opportunity and a twenty percent (20%) increase to the executive’s target LTI opportunity. We believe this performance-based compensation reflects our guiding principles of soundness, profitability, and growth, and aligns our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.
4. 2025 Compensation Paid or Awarded to our NEOs
| b. | Incentive Awards |
2025 AIP Opportunity and Awards
2025 AIP Opportunity and Awards Following the completion of the Independent Merger and the Compensation Committee’s review of our compensation consultant’s competitive analysis of incentive programs sponsored by our peers, the Compensation Committee approved (i) with regard to Mr. Corbett, an increase in target opportunity from 125% to 150% of base salary and an increase in target LTI opportunity from 280% to 285% of base salary, and (ii) with respect to Ms. Brooks and Messrs. Matthews, Murray and Young, a ten percent (10%) increase in the executive’s target AIP opportunity and a twenty percent (20%) increase in the executive’s target LTI opportunity.
2025 AIP Opportunity and Awards
| | Total AIP Opportunity | | | | | Name | Target ($) | % Base Salary | Maximum ($) | % Base Salary | | John C. Corbett, Chief Executive Officer | 1,692,412 | 150% | 3,384,825 | 300% | | William E. Matthews V, Chief Financial Officer | 516,633 | 85% | 1,033,265 | 170% | | Richard Murray IV, President of the Company | 491,812 | 85% | 983,624 | 170% | | Renee R. Brooks, Chief Operating Officer | 491,812 | 85% | 983,624 | 170% | | Stephen D. Young, Chief Strategy Officer | 778,572 | 115% | 1,557,144 | 230% |
2025 AIP Opportunity and Awards
The table below reflects the performance metrics under the 2025 AIP, including threshold, target, and maximum performance levels, the actual level of achievement for each metric, and the payout determined for such achievement as a percentage of target:
2025 AIP Opportunity and Awards
| AIP Goal (1) | Scale | | Metric | Metric Result | Performance Achieved | Payout Achieved (as a % of target) | | Adjusted PPNR less Net Charge-Offs (in millions, 80%) | Threshold | 0% | $933.7million | $1.217 billion | Above Maximum | 200% | | | Target | 100% | $1.0375 billion | | | | | | Max | 200% | $1.141 billion | | | | | NPAs/Loans +ORE (20%) (2) | Threshold | 0% | 0.25% | 0.64% | Above Maximum | 200% | | | Target | 100% | 0.50% | | | | | | Max | 200% | 0.75% | | | |
2025 AIP Opportunity and Awards
| (1) Adjusted PPNR less Net Charge-offs on non-PCD loans constitutes 80% of the AIP award determination, and NPAs/Loans + ORE constitutes 20% of the AIP award determination. Adjusted PPNR is a non-GAAP financial measure that exclude the impact of merger, branch consolidation, severance-related and other expenses, gains, or losses on AFS securities and other one-time adjustments such as FDIC special assessment, gain on sale leaseback, net of transaction costs, initial provision for credit losses on non-PCD loans and unfunded commitments, all net of tax, deferred tax asset remeasurement, and other applicable donations with tax credits. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
2025 AIP Opportunity and Awards
| (2) Ratio less than or equal to 0.75% equals maximum performance. If the ratio is greater than 0.75%, then the Company compares its NPAs/Loans + OREO results to our peer group to determine quartile ranking with achievement based on the metrics above. |
2025 AIP Opportunity and Awards
The table below reflects the amounts earned under the 2025 AIP and paid to each of our NEOs based on the achievements described above:
2025 AIP Opportunity and Awards
| The table below reflects the amounts earned under the 2022 AIP and paid to each of our NEOs based on the achievements described above: | | | | | Name | Target (% Base Salary) | Actual Performance Achieved | Earned AIP ($) | | John C. Corbett, Chief Executive Officer | 150% | 200% | 3,384,825 | | William E. Matthews V, Chief Financial Officer | 85% | 200% | 1,033,265 | | Richard Murray IV, President of the Company | 85% | 200% | 983,624 | | Renee R. Brooks, Chief Operating Officer | 85% | 200% | 983,624 | | Stephen D. Young, Chief Strategy Officer | 115% | 200% | 1,557,144 |
2025 LTI Opportunity and Awards
2025 LTI Opportunity and Awards As discussed above, in 2025, each of our NEOs received grants under our LTI plan that were comprised (i) 40% in the form of time-vesting RSUs that vest ratably over a three-year vesting period on January 1 of each year following the year of grant and (ii) 60% in the form of PSUs that are eligible to vest and become earned between 0% and 150% of target levels based on the achievement of a TBV Growth performance metric and a 3-Year relative ROATCE performance metric, equally weighted, over a three-year performance period, subject to the NEO’s continued employment with us through the vesting date. Effective January 1, 2025, the 2025 LTI opportunities as a percentage of base salary for each of our NEOs were as follows:
2025 LTI Opportunity and Awards
| NEO | Base Salary ($) | LTI Grant at Target (% of Base Salary) ($) | RSUs 40% ($) | PSUs at Target 60% ($) | | John C. Corbett, Chief Executive Officer | 1,128,275 | 285% | 1,286,233 | 1,929,350 | | | | 3,215,583 | | | | William E. Matthews V, Chief Financial Officer | 607,803 | 150% | 364,682 | 547,023 | | | | 911,705 | | | | Richard Murray IV, President of the Company | 578,603 | 125% | 289,301 | 433,952 | | | | 723,253 | | | | Renee R. Brooks, Chief Operating Officer | 578,603 | 125% | 289,301 | 433,952 | | | | 723,253 | | | | Stephen D. Young, Chief Strategy Officer | 677,019 | 175% | 473,913 | 710,870 | | | | 1,184,783 | | |
2025 AIP Award Earned and Target LTI Award
2025 AIP Award Earned and Target LTI Award The table below sets forth the value of the AIP award earned and target LTI awards granted to each of our NEOs in respect of fiscal year 2025:
2025 AIP Award Earned and Target LTI Award
| NEO | Base Salary ($) | AIP Earned (1) ($) | LTI Target (2) ($) | Total ($) | | John C. Corbett, Chief Executive Officer | 1,128,275 | 3,384,825 | 3,215,583 | 7,728,683 | | William E. Matthews V, Chief Financial Officer | 607,803 | 1,033,265 | 911,705 | 2,552,773 | | Richard Murray IV, President of the Company | 578,603 | 983,624 | 723,253 | 2,285,480 | | Renee R. Brooks, Chief Operating Officer | 578,603 | 983,624 | 723,253 | 2,285,480 | | Stephen D. Young, Chief Strategy Officer | 677,019 | 1,557,144 | 1,184,783 | 3,418,946 |
2025 AIP Award Earned and Target LTI Award
| (1) AIP earned for fiscal year 2025 was paid to NEOs in the first quarter of 2026. |
2025 AIP Award Earned and Target LTI Award
| (2) Reflects the LTI award which was converted to shares as set forth in the Summary Compensation Table on page 51 and as further explained in Note (3) to the Summary Compensation Table. |
2023 PSU Award Payouts
2023 PSU Award Payouts The January 2023 LTI grants to Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young were comprised (i) 20% in the form of time-vesting RSUs that vested ratably over a three-year vesting period on January 1 of each year following the year of grant, and (ii) 80% in the form of PSUs that were eligible to vest and become earned based on the achievement of two equally weighted metrics, a TBV Growth performance metric and a 3-Year ROATCE performance metric, over a three-year performance period, subject to the NEO’s continued employment with us through the vesting date. Both performance objectives were measured over the three-year performance period commencing January 1, 2023, and ending December 31, 2025. Following the end of the three-year performance period performance, the Compensation Committee reviewed our achievement against the performance goals and determined a payout of 150%, as more fully shown below:
2023 PSU Award Payouts
| | Performance Period: January 1, 2023, through December 31, 2025 | | | | | | Performance Metric | Threshold | Target | Maximum | Achievement | Payout | | TBV Growth | 10.0% | 11.0% | 12.0% | 17.1% | 150.0% | | Adjusted ROATCE | 25th percentile | 50th percentile | 75th percentile | 75th percentile | 150% | | Blended result: | | | | | 150% |
2023 PSU Award Payouts
The table below sets forth the value of the 2023 PSUs earned by the NEOs:
2023 PSU Award Payouts
| NEO | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | John C. Corbett, Chief Executive Officer | 32,454 | 3,054,246 | | William E. Matthews V, Chief Financial Officer | 7,806 | 734,623 | | Richard Murray IV, President of the Company | 5,945 | 559,484 | | Renee R. Brooks, Chief Operating Officer | 5,945 | 559,484 | | Stephen D. Young, Chief Strategy Officer | 10,433 | 981,850 |
2023 PSU Award Payouts
| (1) The amounts presented reflect the fair value of PSUs, computed in accordance with FASB ASC Topic 718, which represents the closing stock price of the Company’s common stock on December 31, 2025, the last trading day of the year ($94.11), multiplied by the number of shares earned on the vesting date, December 31, 2025. The number of shares acquired on vesting are expected to be released on or about February 20, 2026. |
a. Competitor Groups
a. Competitor Groups Peer Benchmarking. Each year, with assistance from its independent compensation consultant, the Compensation Committee reviews the compensation practices of our peers to assess the competitiveness of the compensation arrangements of our NEOs. See the discussion captioned “Executive Compensation Governance -- Role of Compensation Consultant” on page 39. Although benchmarking is an active tool used to measure compensation structures among peers, it is only one of the tools used by the Compensation Committee to determine total compensation. The Compensation Committee uses benchmarking primarily to ascertain competitive total compensation levels (including base salary, equity awards, cash incentives, etc.) with comparable institutions. Working with FW Cook, our independent compensation consultant, the Compensation Committee reviewed the compensation practices of our peers in 2025 to ascertain competitive total compensation levels for our NEOs (including base salary, equity awards, cash incentives, etc.) with comparable institutions. In addition to peer pay data, the Compensation Committee also assesses other market factors, the Company’s performance, individual roles, tenure, and performance to set NEO pay levels. Given the successful completion of the Independent Merger on January 1, 2025, and the Company’s increase in size to $65 billion in assets as a result, the Company selected a new peer group for its review of compensation practices of its peers and its assessment of the competitiveness of the compensation arrangements of our NEOs for 2025. Using the selection criteria set forth below as guidelines, the Compensation Committee worked with FW Cook to develop this new peer group composition for compensation benchmarking and relative performance comparison for 2025. The criteria considered were as follows:
a. Competitor Groups
| ● | Peer banks that are considered a peer by proxy advisor firms, other peer banks, or consider SouthState to be a peer for compensation benchmarking purposes |
a. Competitor Groups
| ● | CenterState Supplemental Executive Retirement Plans (“SERP”). Each of Messrs. Matthews and Murray participated in the nonqualified deferred compensation arrangements of NCOM which were designed to provide supplemental retirement income benefits to participants. CenterState assumed this SERP upon its acquisition of NCOM in April 2019 and was obligated under the agreement and applicable law to accelerate the unvested portion of all SERPs in connection with the CenterState Merger, including that of Messrs. Matthews and Murray. See the discussion entitled “Executive Compensation – Pension Benefits in 2025” on page 56 for additional information on this SERP. |
a. Competitor Groups
| c. | Employment Agreements |
Summary Compensation Table
Summary Compensation Table The following table shows compensation paid, accrued, or awarded by SouthState with respect to our named executive officers during the years indicated.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (1) | Stock Awards ($) (2) (3) | Non-equity Incentive Plan compensation ($) (4) | All other compensation ($) (5) | Total ($) | | John C. Corbett Chief Executive Officer | 2025 | 1,128,275 | 3,051,216 | 3,384,825 | 64,105 | 7,628,421 | | | 2024 | 1,074,547 | 3,077,836 | 2,014,777 | 53,908 | 6,221,068 | | | 2023 | 1,043,250 | 2,746,330 | 1,325,331 | 51,748 | 5,166,659 | | William E. Matthews V Chief Financial Officer | 2025 | 607,803 | 865,218 | 1,033,265 | 40,997 | 2,547,283 | | | 2024 | 578,860 | 769,930 | 651,218 | 41,033 | 2,041,040 | | | 2023 | 562,000 | 660,536 | 434,583 | 44,690 | 1,701,809 | | Richard Murray IV President of the Company | 2025 | 578,305 | 686,322 | 983,624 | 36,680 | 2,285,229 | | | 2024 | 551,050 | 591,983 | 619,931 | 36,694 | 1,799,658 | | | 2023 | 535,000 | 973,172 | 413,704 | 46,091 | 1,967,967 | | Renee R. Brooks Chief Operating Officer | 2025 | 578,603 | 686,322 | 983,624 | 14,900 | 2,263,448 | | | 2024 | 551,050 | 591,983 | 619,931 | 14,676 | 1,777,640 | | | 2023 | 535,000 | 503,037 | 413,704 | 14,046 | 1,465,787 | | Stephen D. Young Chief Strategy Officer | 2025 | 677,019 | 1,124,329 | 1,557,144 | 49,135 | 3,407,627 | | | 2024 | 644,780 | 1,022,397 | 1,015,529 | 46,727 | 2,729,432 | | | 2023 | 626,000 | 882,847 | 691,532 | 45,349 | 2,245,728 |
2025 Summary Compensation Table
| (1) Consists of total salary compensation paid by SouthState, including any amounts deferred at the executive’s election. |
2025 Summary Compensation Table
| (2) Other than as described below, the amounts presented reflect the grant date fair value of RSUs and PSUs, computed in accordance with FASB ASC Topic 718, by dividing the LTI opportunity by the 30-day average closing price through the month-end prior to the grant date and multiplying by the closing stock price on the grant date. For a discussion of assumptions used in the valuation of the stock awards see Note 17, “Share-based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. |
2025 Summary Compensation Table
| (3) The fair value of PSUs received by each NEO as of the grant date, assuming maximum performance, is as follows: Mr. Corbett, $2,746,094; Mr. Matthews, $778,746; Mr. Murray, $617,710; Ms. Brooks, $617,710; and Mr. Young, $1,011,926. The grant date for such PSU awards was January 21, 2025, at a grant date price per share of $100.90. |
2025 Summary Compensation Table
| (4) Reflects the dollar value of all amounts earned during the fiscal year pursuant to the AIP. See “Compensation Discussion and Analysis – Our 2025 Executive Compensation – Incentive Awards” for a description of how the Compensation Committee determined the incentive payments awarded in 2025. |
2025 Summary Compensation Table
| (5) The following table provides all other compensation in 2025, including perquisites (as defined under SEC Rules), which represents a small part of our executive compensation program, and which increases the productivity of our executives and aligns our compensation program with competitive practices among our peers. The Company’s incremental costs of providing these benefits are described below. The table does not include any amounts for personal benefits provided to our NEOs for which we believe there is no aggregate incremental cost to us, including assistance with travel arrangements and the use of the corporate aircraft, ground transportation, and shared lodging by a spouse accompanying an executive traveling for a business-related purpose. Personal expenses, including those incurred due to a spouse’s travel with an executive for a business-related purpose, are reimbursed to us by the executive. We believe that the perquisites we offer to our NEOs, as described below, are reasonable and appropriate. |
Grants of Plan-based Awards Table
Grants of Plan-based Awards Table The following table shows additional information regarding the AIP and LTI awards granted to our named executive officers in 2025.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
| Name | Award type | Grant/ Approval date | Estimated future payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: number of shares of stock or units (#) (3) | Grant date fair value of stock awards ($) (4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John C. Corbett | — | — | — | 1,692,412 | 3,384,825 | | | | | | | | RSU | 1/21/2025 | | | | | | | 12,096 | 1,220,486 | | | PSU | 1/21/2025 | | | | — | 18,144 | 27,216 | | 1,830,730 | | William E. Matthews V | — | — | — | 516,633 | 1,033,265 | | | | | | | | RSU | 1/21/2025 | | | | | | | 3,430 | 346,087 | | | PSU | 1/21/2025 | | | | — | 5,145 | 7,718 | | 519,131 | | Richard Murray IV | — | — | — | 491,812 | 983,624 | | | | | | | | RSU | 1/21/2025 | | | | | | | 2,721 | 274,549 | | | PSU | 1/21/2025 | | | | — | 4,081 | 6,122 | | 411,773 | | Renee R. Brooks | — | — | — | 491,812 | 983,624 | | | | | | | | RSU | 1/21/2025 | | | | | | | 2,721 | 274,549 | | | PSU | 1/21/2025 | | | | — | 4,081 | 6,122 | | 411,773 | | Stephen D. Young | — | — | — | 778,572 | 1,557,144 | | | | | | | | RSU | 1/21/2025 | | | | | | | 4,457 | 449,711 | | | PSU | 1/21/2025 | | | | — | 6,686 | 10,029 | | 674,617 |
Grants of Plan-Based Awards in 2025
| (1) These amounts represent ranges of the possible cash payout pursuant to the AIP component of our 2025 Executive Incentive Plan as described under “Compensation Discussion and Analysis – 2025 Compensation Paid or Awarded to Our NEOs – Incentive Awards – 2025 AIP Opportunity and Payout.” Actual amounts paid under the AIP are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above. See “Compensation Discussion and Analysis – Our 2025 Compensation Program – Annual Cash Incentive Plan and Long-Term Incentive Plans” above for a further description of the AIP. |
Grants of Plan-Based Awards in 2025
| (2) These amounts represent ranges of possible payouts for PSUs, denominated in the number of shares of common stock, granted under the LTI component of our 2025 Executive Incentive Plan as described under “Compensation Discussion and Analysis –2025 Executive Compensation –2025 LTI Opportunity”. |
Grants of Plan-Based Awards in 2025
| (3) These amounts represent the RSUs granted on January 21, 2025. RSUs granted under the LTI plan vest ratably over three (3) years on January 1 of each subsequent year. |
Grants of Plan-Based Awards in 2025
| (4) The amounts presented reflect the grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718 by dividing the applicable LTI opportunity by the 30-day average closing price through December 31, 2023 (the month-end prior to the grant date), which was $80.05, to determine the number of shares awarded. The number of shares awarded was then multiplied by grant date price of $100.90, which was the closing stock price as of January 21, 2025. For a discussion of assumptions used in the valuation of the stock awards, see Note 17, “Share-based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
| Name | Option awards (1) | | | | | Stock awards (3) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares/ units of stock that have not vested (#) (4) | Market value of shares/ units of stock that have not vested ($) (5) | Equity incentive plan awards: number of unearned shares/ units of stock that have not vested (#) (6) | Equity incentive plan awards: market value of unearned shares/ units of stock that have not vested ($) (5) | | John C. Corbett | — | — | — | — | — | 4,808 | 452,481 | — | — | | | — | — | — | — | — | 10,023 | 943,265 | — | — | | | — | — | — | — | — | 12,096 | 1,138,355 | — | — | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | 32,454 | 3,054,246 | | | — | — | — | — | — | — | — | 22,551 | 2,122,275 | | | — | — | — | — | — | — | — | 18,144 | 1,707,532 | | William E. Matthews V | — | — | — | — | — | 1,156 | 108,791 | — | — | | | — | — | — | — | — | 2,508 | 236,028 | — | — | | | — | — | — | — | — | 3,430 | 322,797 | — | — | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | 7,806 | 734,623 | | | — | — | — | — | — | — | — | 5,641 | 530,875 | | | — | — | — | — | — | — | — | 5,145 | 484,196 | | Richard Murray IV | — | — | — | — | — | 2,937 | 276,401 | — | — | | | — | — | — | — | — | 1,928 | 181,444 | — | — | | | — | — | — | — | — | 2,721 | 256,073 | — | — | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | 5,945 | 559,484 | | | — | — | — | — | — | — | — | 4,337 | 408,155 | | | — | — | — | — | — | — | — | 4,081 | 384,063 | | Renee R. Brooks | 2,183 | — | — | $91.35 | 1/25/2027 | — | — | — | — | | | 2,816 | — | — | $91.05 | 1/17/2028 | — | — | — | — | | | — | — | — | — | — | 880 | 82,817 | — | — | | | — | — | — | — | — | 1,928 | 181,444 | — | — | | | — | — | — | — | — | 2,721 | 256,073 | — | — | | | — | — | — | — | — | — | — | 5,945 | 559,484 | | | — | — | — | — | — | — | — | 4,337 | 408,155 | | | — | — | — | — | — | — | — | 4,081 | 384,063 | | Stephen D. Young | — | — | — | — | — | 1,545 | 145,400 | — | — | | | — | — | — | — | — | 3,330 | 313,386 | — | — | | | — | — | — | — | — | 4,457 | 419,448 | — | — | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | 10,433 | 981,850 | | | — | — | — | — | — | — | — | 7,491 | 704,978 | | | — | — | — | — | — | — | — | 6,686 | 629,219 |
Outstanding Equity Awards as of December 31, 2025
| (1) All options are fully vested and exercisable. The Company did not grant any options in 2025. |
Outstanding Equity Awards as of December 31, 2025
| (2) Represents the total number of shares subject to outstanding, vested, and unexercised options as of December 31, 2025. The number of options granted, and the options exercise price have been adjusted to reflect any applicable stock dividends. |
Outstanding Equity Awards as of December 31, 2025
| (3) The RSUs and PSUs awarded to Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young include the right to accrue dividend equivalents equal to the amount of cash shareholder dividends declared for each share of the Company’s common stock during the period between the grant date and the vesting date, and paid out in cash when, and to the extent, the underlying vested RSUs and PSUs to which they relate are settled. The table below presents the dividend equivalents accrued, but not yet settled, accumulated through December 31, 2025, for the RSUs and PSUs granted on January 24, 2023, January 23, 2024, and January 21, 2025. |
Outstanding Equity Awards as of December 31, 2025
| Name | Grant/ Approval date | Accrued Dividend Equivalent ($) | | John C. Corbett | 1/24/2023 | 170,299 | | | 1/23/2024 | 143,326 | | | 1/21/2025 | 68,947 | | William E. Matthews V | 1/24/2023 | 40,958 | | | 1/23/2024 | 35,856 | | | 1/21/2025 | 19,551 | | Richard Murray IV | 1/24/2023 | 31,189 | | | 1/23/2024 | 27,566 | | | 1/21/2025 | 15,509 | | Renee R. Brooks | 1/24/2023 | 31,189 | | | 1/23/2024 | 27,566 | | | 1/21/2025 | 15,509 | | Stephen D. Young | 1/24/2023 | 54,740 | | | 1/23/2024 | 47,612 | | | 1/21/2025 | 25,406 |
Outstanding Equity Awards as of December 31, 2025
| (4) The shares presented in the table above include RSUs granted on January 24, 2023, January 23, 2024, and January 21, 2025, to Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young. The RSUs vest ratably over three years on January 1 of each subsequent year. The amount reported above also includes RSUs granted on January 24, 2023, to Mr. Murray independent of the LTI plan, as a result of assuming leadership over the commercial and consumer banking divisions upon the retirement of the Chief Banking Officer as of December 31, 2022. These RSUs were valued at the time of grant at $76.16, the closing stock price as of January 24, 2023, the grant date, and vest ratably over three years on January 24th of each subsequent year. |
Outstanding Equity Awards as of December 31, 2025
| (5) Market value is based on a closing price of $94.11 as of December 31, 2025, the last trading day of the fiscal year. |
Outstanding Equity Awards as of December 31, 2025
| (6) Represents (a) the PSUs granted on January 24, 2023, at actual achievement to Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young, which were subject to certain performance measures and vested over a three-year performance period commencing on January 1, 2023, and ending on December 31, 2025; please see the discussion captioned “Compensation Discussion and Analysis – 2025 Compensation Paid or Awarded to Our NEOs –2023 PSU Award Payouts” beginning on page 46 for performance achievement and payouts; (b) the PSUs granted on January 23, 2024, at target, to Ms. Brooks and Messrs. Corbett, Matthews, Murray and Young, which are subject to certain performance measures and vest over a three-year performance period commencing on January 1, 2024, and ending on December 31, 2026, and (c) the PSUs granted on January 21, 2025, at target, to Ms. Brooks and Messrs. Corbett, Matthews, Murray and Young, which are subject to certain performance measures and vest over a three-year performance period commencing on January 1, 2025, and ending on December 31, 2027. See “Compensation Discussion and Analysis –2025 Compensation Paid or Awarded to our NEOs –2025 LTI Opportunity and Awards” on page 46 for a further description of the LTI plan. |
Outstanding Equity Awards as of December 31, 2025
The following table shows information regarding the value of stock awards that vested during 2025. No options were exercised during 2025.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Option awards | | Stock awards | | | | Number of shares | Value realized on | Number of shares | Value realized on | | Name | acquired on exercise (#) | exercise ($) | acquired on vesting (#) (1) | vesting ($) (2) | | John C. Corbett | — | — | 66,347 | 6,708,836 | | William E. Matthews V | — | — | 16,215 | 1,639,186 | | Richard Murray IV | — | — | 15,512 | 1,571,656 | | Renee R. Brooks | — | — | 8,877 | 902,983 | | Stephen D. Young | — | — | 24,180 | 2,440,348 |
Option Exercises and Stock Vested in 2025
| (1) This column includes RSUs that vested or settled if subject to a holding period during 2025 and includes any amounts that were withheld for applicable taxes. |
Option Exercises and Stock Vested in 2025
| (2) The value represents the gross number of shares or units that vested or settled after completing the required holding period, multiplied by the closing price of our common stock on the applicable vesting date, and includes any amounts that were withheld for applicable taxes |
Option Exercises and Stock Vested in 2025
Any shares acquired either by the vesting of RSUs or the exercise of the stock options are subject to the Company’s stock ownership and retention guidelines. For more information on such guidelines, please see the discussion on page 43 captioned “Our 2025 Compensation Program – Stock Ownership and Retention Requirements.”
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025 We have adopted a deferred compensation plan in which selected members of senior management, including the NEOs and/or other highly compensated employees, have the opportunity to elect to defer current compensation for retirement income or other future financial needs. Generally, the top five percent (5%) of highly compensated employees may participate in the plan. The plan is a nonqualified deferred compensation plan that is designed to be exempt from certain ERISA requirements as a plan that covers a select group of management and certain other highly compensated employees. Each year participants can choose to have their compensation for the upcoming year reduced by a certain whole percentage amount ranging between 5% and 80% or by a specific dollar amount (in all cases, subject to a minimum value established by us). Participants may also defer the settlement date of either 50% or 100% of RSU awards. In addition, we may make matching or partially matching contributions for participant deferrals or discretionary contributions for any or all participant(s). Both types of employer contributions would be subject to certain vesting requirements. The plan includes forfeiture provisions, which can result from unvested amounts existing at terminations or from materially incorrect earnings that are subsequently adjusted or corrected. Deferrals are recorded in a bookkeeping account which is adjusted to reflect hypothetical investment earnings and losses of investment funds selected by the plan participant among those offered pursuant to the plan. Payments made under the plan will be made from our general assets and will be subject to claims of our creditors. Amounts payable under the plan are payable at the future times (or over the periods) designated by plan participants upon their enrollment in the plan and their annual renewal of enrollment and upon certain automatic distribution events (death, disability, separation from service and change in control). Amounts deferred under the plan will generally be subject to income taxes payable by the participant in the year in which they are received (end of the deferral period), but these deferred amounts are subject to employment taxes in the year of deferral. None of our NEOs participated in or had account balances under our deferred compensation plan in 2025.
Pension Benefits Table
Pension Benefits Table The following provides information regarding CenterState’s Supplemental Executive Retirement Plans, or SERPs, in which Messrs. Matthews and Murray participate. CenterState was obligated under each SERP agreement and applicable law to accelerate the unvested portion of all SERPs in connection with the CenterState Merger, including those of Messrs. Matthews and Murray. Other than SERPs offered by CenterState, the Company did not maintain any other pension plans for its NEOs.
Pension Benefits in 2025
Pension Benefits in 2025
Pension Benefits in 2025
| | | Number of | Present value of | Payments | | | | years credited | accumulated | during last | | Name | Plan name | service (#) (1) | benefit ($) (2) | fiscal year ($) | | William E. Matthews V | SERP Agreements dated January 1, 2016, as amended September 12, 2018 | 14 | 2,027,258.58 | 0 | | Richard Murray IV | SERP Agreements dated January 1, 2016, as amended September 12, 2018 | 15 | 2,252,523.28 | 0 |
Pension Benefits in 2025
| (1) Years of credited service equal years of actual service. |
Pension Benefits in 2025
| (2) The amount reported above for Mr. Matthews represents the present fair value of the expected future payments using a discount rate of 5.51%. For additional information regarding retirement plans, please refer to Note 16 to the Company’s Consolidated Financial Statements in the 2025 Form 10-K. |
Pension Benefits in 2025
Messrs. Matthews and Murray were party to two SERP agreements with NCOM (assumed by CenterState in the NCOM merger), one dated January 1, 2016, and a second agreement dated September 12, 2018. Pursuant to the terms of the SERP agreements, if Mr. Matthews or Mr. Murray remains employed by NCOM or its successor companies through reaching age 65 (which will occur on July 19, 2029, for Mr. Matthews and July 6, 2027, for Mr. Murray), then he will be entitled to receive his “full benefit” in the form of monthly continuation payments for a period of up to 180 months commencing with the month following the month in which he reaches age 65. Each of Mr. Matthews and Mr. Murray has a full benefit amount in the amount of $120,000 under each agreement, for a total benefit of $240,000. Immediately prior to the CenterState Merger, each of Mr. Matthews and Mr. Murray was vested 33% and 20% in the current accrual balances of the 2016 SERP and 2018 SERP respectively; however, in connection with the closing of the CenterState Merger on June 7, 2020, pursuant to the SERP agreements, each SERPs fully vested and will be paid to Mr. Matthews and Mr. Murray in accordance with the terms of the SERP agreements, which is monthly beginning the month following the month such NEO reaches age 65 or subsequent separation from service. The annual total benefit payable to each of Mr. Matthews and Mr. Murray under the SERPs is $240,000. The SERP Agreements may be located by referencing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 20, 2026, for (a) Mr. Matthews, as Exhibits 10.9, 10.17, 10.25, and 10.26, and (b) Mr. Murray, as Exhibits 10.7, 10.15, 10.21, 10.22.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of his or her termination of employment or a change in control of the Company. The following table describes the potential payments to the NEOs upon termination for various reasons or a change in control as of December 31, 2025.
Potential Payments upon Termination or Change in Control
| 6 | | | | | | | | | Compensation / Benefits | Voluntary Termination by Executive without Good Reason/Non- Retirement ($) | Qualifying Termination (not CIC related) ($) (1) (2) | Involuntary Termination by Company For Cause ($) | Termination in the event of Disability ($) (3) | Termination in the event of Death ($) (3) | Termination upon Retirement ($) (4) | Change in Control (including a Qualifying Termination following a Change in Control) ($) (5) | | John C. Corbett | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 7,753,915 | 0 | 0 | 0 | 0 | 23,261,745 (5) | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 235,373 | 0 | 0 | | Additional Term Life Insurance | 0 | 0 | 0 | 0 | 212,141 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 3,970,399 | 0 | 3,970,399 | 3,970,399 | 3,970,399 | 3,970,399 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 2,636,744 | 0 | 2,636,744 | 2,636,744 | 2,636,744 | 2,636,744 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 97,467 | 0 | 0 | 20,158 | 0 | 97,467 | | Tax Gross Up | 0 | 0 | 0 | 0 | 0 | 0 | 10,776,218 (5) | | Total | 0 | 14,458,525 | 0 | 6,607,143 | 7,074,814 | 6,607,143 | 40,742,573 | | William E. Matthews V | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 1,888,531 | 0 | 0 | 0 | 0 | 3,147,551 | | BOLI Split Dollar Agreement | | 0 | 0 | 0 | 3,600,000 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 1,051,621 | 0 | 1,051,621 | 1,051,621 | 1,051,621 | 1,051,621 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 693,917 | 0 | 693,917 | 693,917 | 693,917 | 693,917 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 49,722 | 0 | 0 | 21,487 | 0 | 49,722 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | (196,633) | | Total | 0 | 3,683,791 | 0 | 1,745,538 | 5,367,025 | 1,745,538 | 4,746,179 | | Richard Murray IV | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 1,797,801 | 0 | 0 | 0 | 0 | 2,996,334 | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 3,600,000 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 820,605 | 0 | 820,605 | 820,605 | 820,605 | 820,605 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 540,688 | 0 | 734,273 | 734,273 | 734,273 | 734,273 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 33,077 | 0 | 0 | 21,068 | 0 | 33,077 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | (17,142) | | Total | 0 | 3,192,171 | 0 | 1,554,878 | 5,175,946 | 1,554,878 | 4,567,148 | | Renee R. Brooks | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 1,070,415 | 0 | 0 | 0 | 0 | 2,996,334 | | Intrinsic Value of Performance Share Units | 0 | 820,605 | 0 | 820,605 | 820,605 | 820,605 | 820,605 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 540,688 | 0 | 540,688 | 540,688 | 540,688 | 540,688 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 31,515 | 0 | 0 | 31,515 | 0 | 31,515 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | 0 | 2,463,224 | 0 | 1,361,294 | 1,392,809 | 1,361,294 | 4,389,144 | | Stephen D. Young | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 3,174,904 | 0 | 0 | 0 | 0 | 9,524,711 (5) | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 220,190 | 0 | 0 | | Additional Term Life Insurance | 0 | 0 | 0 | 0 | 193,430 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 1,382,402 | 0 | 1,382,402 | 1,382,402 | 0 | 1,382,402 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 912,998 | 0 | 912,998 | 912,998 | 0 | 912,998 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 105,813 | 0 | 0 | 28,442 | 0 | 105,813 | | Tax Gross Up | 0 | 0 | 0 | 0 | | 0 | 4,129,982 (5) | | Total | 0 | 5,576,117 | 0 | 2,295,400 | 2,737,463 | 0 | 16,055,906 |
Potential Payments upon Termination or Change in Control
| (1) A “Qualifying Termination” consists of an involuntary termination by the Company without cause or a voluntary termination by the employee for good reason. |
Potential Payments upon Termination or Change in Control
| (2) PSUs will vest at 100% of the greater of target or actual performance through the end of the most recent quarter ended. All unvested units will immediately vest and be considered vested shares. |
Potential Payments upon Termination or Change in Control
| (3) All unvested RSUs and any accrued but unpaid dividend equivalents will immediately vest and be considered vested RSUs upon the date of death or disability. Vesting of PSUs is not accelerated upon termination in the event of disability. Rather, awards vest at target performance level as scheduled after the performance period on a pro-rata basis, based on the percentage of the performance period for which the participant was employed. |
Potential Payments upon Termination or Change in Control
| (4) If a NEO retires because of reaching the age of 65 or reaching the age of 55 plus ten years of service and agrees to sign a non-compete for a two-year period from date of retirement, then all unvested PSUs and RSUs will immediately vest and will be paid after the holding period; otherwise, such shares will vest pro-rata as of the date of retirement, to be paid after the applicable performance and holding period. |
Potential Payments upon Termination or Change in Control
| (5) These figures represent amounts payable upon a “qualifying termination” within 12 months following a change in control, except that amounts reported as Cash Severance and Tax Gross Up for Messrs. Corbett and Young would be payable upon the occurrence of a change in control even without a qualifying termination under the terms of their historic grandfathered agreements as described below. |
Potential Payments upon Termination or Change in Control
| (6) The value used in the table above is equal to the amount of vested and unvested RSUs and PSUs as of December 31, 2025, multiplied by $99.48 per share, the closing price of the Company’s common stock on December 31, 2025, the last trading day of the year, as reported by the NYSE. |
Narrative to Potential Payments upon Termination or Change in Control Table
Narrative to Potential Payments upon Termination or Change in Control Table Amounts shown in the table above and in the discussion below assume that a change in control occurred on, or the NEO terminated employment on, December 31, 2025, and are estimates of the amounts the NEO would receive upon termination pursuant to the employment agreement applicable to each such executive as in effect on December 31, 2025). The actual amounts to be paid can be determined only at the time of a change in control or the NEO’s termination of employment. The amounts reported above do not include amounts payable on a termination of employment or change in control that would be provided to a NEO under plans and arrangements that are generally available to all salaried employees or that are otherwise reported in the Summary Compensation, Pension Benefits in 2025, and 2025 Non-qualified Deferred Compensation tables. Please see the section below captioned “Employment Agreements” for a summary of employment agreements and the related potential payments upon termination or change of control. For purposes of the employment agreements in effect with the NEOs, the terms “good reason,” “cause,” “disability” and “change in control” are defined in the applicable NEO’s employment agreement.
a.Employment and Non-Competition Agreements with Messrs. Corbett and Young
| CEO PAY RATIO |
CEO PAY RATIO
CEO PAY RATIO Below are: the (i) 2025 annual total compensation of Mr. Corbett, our CEO; (ii) the 2025 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio.
CEO PAY RATIO
| CEO Pay Ratio | | | CEO Annual Total Compensation | $7,628,421 | | Median Employee Annual Total Compensation | $74,129 | | CEO to Median Employee Pay Ratio | 102.91 to 1 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The table below reflects compensation of the Company’s Principal Executive Officer (“PEO”) and average compensation of the Company’s non-PEO NEOs during 2021 through 2025, both as reported in the Summary Compensation Table and with certain adjustments to reflect the "compensation actually paid” (“CAP”), as defined under SEC rules. In addition, the table provides our cumulative Total Shareholder Return (“TSR”), the cumulative TSR of our peer group TSR (using the KBW Regional Banking index), Net Income, and Adjusted PPNR less Net Charge Offs (“NCOs”), which is the “company selected measure” chosen for purposes of this disclosure. CAP is a supplemental measure for stockholders, and is not a replacement for, or incorporated into the philosophy and strategy of setting compensation as more particularly described in the “Compensation Discussion and Analysis” beginning on page 34 of this proxy statement.
Pay Versus Performance Table
Pay Versus Performance Table In determining the CAP for our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (the “SCT”) for the last four calendar years. The table below summarizes compensation values both previously reported in our SCT, as well as footnotes of the adjusted values for 2025.
Pay Versus Performance Table
| | | | | Avg. | Value of Initial Fixed $100 | | | Adjusted | | | | | Avg. SCT | Compensation | Investment Based on: | | Net Income | PPNR less | | | SCT Total | Compensation | Total for | Actually Paid | | | (Loss) | NCOs | | | for CEO | Actually Paid | Non-PEO | to Non-PEO | Company | Peer Group | ($ in millions) | ($ in millions) | | Year (1) | (2) | to CEO (3) (4) | NEOs | NEOs (3) (5) | TSR (6) | TSR (7) | (8) | (9) | | 2025 | $7,628,421 | $8,271,053 | $2,625,897 | $2,767,525 | 147 | 153 | $799 | 1,217 | | 2024 | $6,221,068 | $7,706,856 | $2,086,942 | $2,453,382 | 131 | 131 | $535 | 722 | | 2023 | $5,166,659 | $6,000,069 | $2,784,360 | $2,855,622 | 108 | 116 | $494 | 758 | | 2022 | $5,374,483 | $6,398,334 | $2,490,730 | $2,832,485 | 95 | 116 | $496 | 742 | | 2021 | $5,311,551 | $6,003,122 | $3,067,288 | $3,411,157 | 97 | 125 | $476 | 515 |
Pay Versus Performance Table
| (1) The Pay Versus Performance table reflects required disclosures for fiscal years 2025, 2024, 2023, 2022, and 2021. |
Pay Versus Performance Table
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Mr. Corbett, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. |
Pay Versus Performance Table
| (3) The Compensation Actually Paid (“CAP”) for each year was calculated beginning with the applicable Summary Compensation Table (“SCT”) total as set forth on page 51, less the amounts reported in the SCT for stock-based awards (RSUs and PSUs), plus the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end, plus the amount equal to the change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; and adding the dollar value of any dividends or other earnings paid on awards in the covered fiscal year prior to the vesting date that are not otherwise included in another component of total compensation for such fiscal year, plus an amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. |
Pay Versus Performance Table
| (4) Amounts reported in these columns represent the CAP for the applicable year in the case of our PEO, Mr. Corbett. Adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the 2025 SCT amounts to calculate CAP for our PEO and for the average of the Non-PEO NEOs is set forth in the following table. For purposes of the table, “EOY” means End of Year, and “BOY” means Beginning of Year. |
Pay Versus Performance Table
| 2025 | SCT Reported Total | Less: SCT Reported Stock Award Value | Plus (Less): Fair Value of Equity Awards Granted During Fiscal Year Outstanding and Unvested at EOY | Plus (Less) Change from BOY to EOY in Fair Value of Awards Granted in any Prior Fiscal Year that are Outstanding and Unvested at EOY | Plus (Less) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Compensation Actually Paid | | PEO | $7,628,421 | $3,051,216 | $2,845,886 | -$316,927 | $961,379 | $203,508 | $8,271,053 | | Average Non-PEO NEOs | $2,625,897 | $840,548 | $783,983 | -$75,848 | $223,100 | $50,940 | $2,767,525 |
Pay Versus Performance Table
| (5) Each of the three fiscal years presented includes the average SCT totals of the non-PEO NEOs as applicable in each reporting year. Fiscal years 2025 and 2024 include Messrs. Matthews, Murray and Young, and Ms. Brooks. Fiscal year 2023 includes Messrs. Hill, Matthews, Murray and Young, and Ms. Brooks. Fiscal year 2022 includes Messrs. Hill, Matthews, Williams, and Young. Fiscal year 2021 includes Messrs. Hill, Matthews and Young, and Ms. Brooks. |
Pay Versus Performance Table
| (6) This amount represents the cumulative TSR based on an initial fixed $100 investment in SouthState common stock for the measurement periods beginning on December 31, 2020, and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively, assuming in each case reinvestment of all dividends, calculated in accordance with Item 201(e) of the Regulation S-K. TSR is calculated by dividing the difference between the price of the Company’s common stock at the end and the beginning of the measurement period by the price of the Company’s common stock at the beginning of the measurement period. |
Pay Versus Performance Table
| (7) The peer group for purposes of this table is the KBW Nasdaq Regional Banking Index (“KRX”), which is the same peer group disclosed in the Company’s Annual Report on Form 10-K. |
Pay Versus Performance Table
| (8) This amount represents the Company’s GAAP Net Income (Loss) Attributable to SouthState (in millions) as disclosed in SouthState’s Annual Reports on Form 10-K for each applicable fiscal year-end 2025, 2024, 2023, 2022, and 2021. |
Pay Versus Performance Table
| (9) Adjusted PPNR less Net Charge-Offs has been selected as the Company Selected Measure because the Company believes it is the most important measure linked to compensation actually paid, has a close association with the Company’s share price and TSR, and has been and is expected to continue to be a performance metric that is important to the Company and our stockholders. Adjusted PPNR is a non-GAAP financial measure that equals net income before income tax and provision (recovery) for credit losses (including unfunded commitments) and excludes the impact of merger, branch consolidation, severance-related, and other expense, gains or losses on AFS securities and other one-time adjustments such as FDIC special assessment, gain on sale leaseback, net of transaction costs and tax, all net of tax, deferred tax asset remeasurement, and loan charge-offs, net of recoveries, recorded during the measurement period. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
Pay Versus Performance Table
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs’ compensation to performance:
Pay Versus Performance Table
| Most Important Performance Measures (unranked) | | Adjusted PPNR less NCOs | | Tangible Book Value/Share | | Return on Average Tangible Common Equity | | SouthState's Share Price |
Pay Versus Performance Table
Relationship between CAP and Adjusted PPNR less NCOs (our Company-Selected Measure). The graph below reflects the relationship between the PEOs and average Non-PEO NEOs CAP and the Company’s Adjusted PPNR less NCOs over the applicable measurement period. For 2025, NCOs reflect only net charge-offs on non-PCD loans. For all prior years presented, net charge-offs include total net charge-offs. Relationship between CAP and TSR. The graph below reflects the relationship between the PEO and average Non-PEO NEO CAP and the Company’s cumulative indexed Total Shareholder Return, or TSR (assuming an initial fixed investment of $100) over the applicable measurement period. Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the PEOs and Average Non-PEO NEO CAP and the Company’s GAAP Net Income over the applicable measurement period.