DEF 14A of SouthState Bank Corp
Filed Mar 11, 2025 · FY20240001558370-25-002644
Key statistics about our director nominees
Key statistics about our director nominees
Key statistics about our director nominees
| 3.8 years average tenure of independent directors, below the 7.9-year S&P 500 average (1) | 13 of 15 or 87% are independent | 4 of 15 or 27% are women | 2 of 15 or 13% are ethnically diverse | 8 of 15 or 53% have CEO-level experience | 4 of 15 or 27% 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: 2024 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 | | Separate roles of CEO and Independent Board Chair with clearly defined responsibilities | | 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 | | 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, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders, publicly available under the “Investor Relations” tab at the Bank’s website, www.southstatebank.com |
Key statistics about our director nominees
iv SOUTHSTATE
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 15 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: 66 | 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 Financial Merger. Prior to the 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: 66 | 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: 57 | Director since: 2022 | | | Former Executive Director, Atlanta Committee for Progress | 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 and 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 served as Vice Chair, 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: 56 | 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 a founding leader of CenterState and a strategic leader as Chief Executive Officer of the Company, 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
| Jean E. Davis | Age: 69 | Director since: 2017 | | | Retired, Head of Operations, Technology and e-Commerce, Wachovia Corporation | Ms. Davis retired as the head of Operations, Technology and e-Commerce of Wachovia Corporation in 2006. She previously served as the Head of Operations and Technology, Head of Human Resources, Head of Retail Banking, and in several other executive, regional executive and corporate banking roles for Wachovia. Ms. Davis brings to our Board extensive knowledge of bank operations and technology, as well as human resources, which are important to our long-term success. In addition, she brings a strong background in retail banking, merger due diligence and merger integration experience. Other Listed Company Boards: Park Sterling Corporation (2011 to 2017). |
Our Directors
| Martin B. Davis | Age: 62 | Director since: 2016 | | | Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company | Mr. Davis has spent over 35 years leading complex technology organizations in highly regulated environments. Since 2015, Mr. Davis has served as Executive Vice President of Southern Company Services and Chief Information Officer of Southern Company where he leads a team of over 2,000 experts in information technology strategy development, operations, and delivery supporting nine subsidiaries across the Southeast. Prior to his current role, 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 regarding this area of increasing strategic importance to bank marketing and operations. |
Our Directors
| Janet P. Froetscher | Age: 65 | 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 Financial 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
| Douglas J. Hertz | Age: 72 | Director since: 2022 | | | Chief Executive Officer and President, United Distributors, Inc. | Mr. Hertz began his professional career with KPMG, LLP in its accounting and consulting services area. He later joined United Distributors, Inc., a privately held beverage distributor, and was named President and Chief Executive Officer in 1984. He currently sits on the Board of Directors for Georgia Ports Authority and a number of not-for-profit institutions, including Woodruff Arts Center, and he currently serves as the Chairman of Camp Twin Lakes, a camping facility designed for chronically ill and disadvantaged children. Mr. Hertz is the past chair of the Tulane University and Children’s Healthcare of Atlanta Boards of Trustees and is a former member of the Board of Directors of Georgia Power Company. Mr. Hertz’s leadership as our independent board chair and lead independent director provides strategic oversight and his risk management experience, in addition to his knowledge of financial reporting and accounting, enhance his ability to provide strategic direction to the Board. Other Listed Company Boards: Atlantic Capital (2011 to 2022). | | err | | |
Our Directors
| Merriann Metz | Age: 50 | 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: 65 | Director since: 2020 | | | President and Chief Operating Officer, O’Neal Industries | Mr. Page was appointed to our Board of Directors on June 7, 2020, in connection with the CenterState Merger. He is the President and Chief Operating Officer at O’Neal Industries. 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: 68 | 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: 70 | 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 SouthState Corporation from 1994 to 2020 enhance his leadership and consensus-building ability. |
Our Directors
| David G. Salyers | Age: 66 | 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 serves 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 customer 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). | | G. Stacy Smith | Age: 57 | 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 Financial 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). |
Our Directors
| Joshua A. Snively | Age: 60 | 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 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
2024 Director Pay
2024 Director Pay The table below sets forth the annual compensation of our non-employee directors for fiscal year 2024. In May 2023, the Compensation Committee reviewed and performed an analysis of director compensation paid to our peers, as discussed on pages 44 and 45, and determined to adjust our director compensation to bring it in line with director compensation paid by such peers. In July 2024, the Compensation Committee again analyzed director compensation, and following such analysis, retained the director compensation initially approved in 2023 for the balance of 2024.
2024 Director Pay
| Cash Retainer (1) | Position | | $75,000 | Board Members | | $80,000 | Additional Fee to 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 |
2024 Director Pay
| Director Equity Retainer | | ● $85,000 issued May 1, 2024, 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. |
2024 Director Pay
| (1) Directors may elect to receive equity in lieu of cash retainer payments. |
2024 Director Pay
For 2025, the Compensation Committee reviewed and performed an analysis of director compensation paid to our peers and determined to adjust our director compensation to bring it in line with director compensation paid by such peers. As a result of such analysis, effective January 1, 2025, the Compensation Committee increased the cash retainer to be paid to Board members from $75,000 to $80,000 and increased the equity retainer, to be awarded to directors in the form of RSUs that vest six months following the grant date of May 1, 2025, from $85,000 to $100,000. Mr. Corbett, who is both an employee and a director, is not eligible to receive any equity, retainer, or fees for his service on the Board.
2024 Director Compensation Review
2024 Director Compensation Review The Compensation Committee is responsible for reviewing, on an annual basis, the compensation paid to our directors and making recommendations to the Board on any adjustments to it. Working with its independent compensation consultant, the Compensation Committee annually assesses SouthState’s director compensation program relative to our peers. In making this assessment, the Compensation Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our Board members relative to directors at our peers, and (iii) our aggregate Board compensation as compared to our peer group. As noted above, the Compensation Committee approved adjustments to director compensation in 2023 and in 2025, each time to bring director compensation levels in line with market practice among our peers.
2024 Director Compensation
2024 Director Compensation The following table shows the compensation paid to our 2024 non-management directors for their services in 2024:
2024 Director Compensation
| | Fees earned or | | All other | | | | paid in cash | Stock awards | compensation | Total | | Director (1) | ($) (2) | ($) (3) | ($) | ($) | | Ronald M. Cofield, Sr. | 120,000 | 103,557.46 (4) | — | 223,557.46 | | Shantella E. Cooper | 95,000 (5) | 103,557.46 (4) | — | 198,557.46 | | Jean E. Davis | 95,000 | 103,557.46 | — | 198,557.46 | | Martin B. Davis | 115,000 | 103,557.46 | — | 218,557.46 | | Douglas J. Hertz | 175,000 (6) | 103,557.46 | — | 278,557.46 | | Merriann Metz (7) | 21,250 | 97,657.14 (8) | — | 118,907.14 | | G. Ruffner Page Jr. | 100,000 (9) | 103,557.46 (4) | — | 205,227.46 | | William Knox Pou, Jr. | 110,000 | 103,557.46 | — | 203,557.46 | | James W. Roquemore | 100,000 | 103,557.46 | — | 203,557.46 | | David G. Salyers | 85,000 | 103,557.46 | — | 188,557.46 | | Joshua A. Snively | 115,000 | 103,557.46 (4) | — | 218,557.46 |
2024 Director Compensation
| (1) Messrs. Brooks and Smith and Ms. Froetscher were appointed to the Board effective January 1, 2025. |
2024 Director Compensation
| (2) Includes total compensation earned through Board fees, retainers, and committee fees, whether paid or deferred. Refer to the “Director Compensation – 2024 Director Pay” section for more information regarding committee membership and fees. |
2024 Director Compensation
| (3) RSUs were awarded to non-employee directors on May 1, 2024, in the amount of $85,000. These awards vested on November 1, 2024. The market value of the shares is determined by the closing market price of our common stock on the vesting date ($97.42 on November 1, 2024), computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts for awards granted in 2024 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, 2024. None of our non-employee directors had any unvested stock awards outstanding as of December 31, 2024. |
2024 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 29 for more information. |
2024 Director Compensation
| (5) Reflects cash payment of $23,750 and equity in lieu of cash of $71,250 deferred under the Nonemployee Directors Deferred Income Plan. Please refer to the section captioned “Director Compensation – Director Deferral Plan” on page 29 for more information. |
2024 Director Compensation
| (6) Includes equity in lieu of cash of $131,250. |
2024 Director Compensation
| (7) Appointed to the Board effective July 24, 2024. |
2024 Director Compensation
| (8) Pro-rated RSUs in the amount of $70.83, based on the 30-day average price of the stock as of June 28, 2024, were awarded to Ms. Metz upon her appointment to the Board. These awards vested on January 24, 2025. The market value of the shares is determined by the closing market price of our common stock on the vesting date ($103.67 on January 24, 2025). |
2024 Director Compensation
| (9) Reflects cash payment of $25,000 and equity in lieu of cash of $75,000 deferred under the Nonemployee Directors Deferred Income Plan. Please refer to the section captioned “Director Compensation – Director Deferral Plan” on page 29 for more information. |
2024 Director Compensation
| PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON-BINDING “SAY ON PAY” RESOLUTION) |
b. 2024 Highlights
| (1) Adjusted net income, PPNR, and ROATCE are Non-GAAP measures that exclude the impact of merger, branch consolidation and severance related expense, gains or losses on AFS securities and other one-time adjustments such as FDIC special assessment, net of tax. In addition, PPNR excludes income taxes and provision for credit losses. ROATCE also excludes after - tax amortization of intangibles. 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 22. 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 2024 and 2025 incentive plans and risk review analyses for 2024 and 2025 plans, respectively, to the Compensation Committee, and based on its deliberations, the Compensation Committee concluded that our compensation and incentive plans and practices for 2024 and 2025 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 2024, 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 2024. 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 2024, 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
| ● | advised the Compensation Committee regarding the amendment and restatement of the Amended and Restated 2020 Omnibus Incentive Plan approved by the shareholders at the 2024 annual shareholder meeting; |
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 2024 Proxy Statement and continued that limited engagement for purposes of assisting the Company with the calculations disclosed in this Proxy Statement on page 54 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 2024, 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.
c. Annual Cash Incentive and Long-Term Incentive Plans
| ISCUSSION AND | | Compensation DISCUSSION AND ANALYSIS |
c. Annual Cash Incentive and Long-Term Incentive Plans
The Compensation Committee establishes rigorous performance goals that are designed to achieve strong results without encouraging excessive risk-taking. For 2024, 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 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, 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, 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 2024 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 2024, the Compensation Committee approved an LTI award mix of 60% PSUs and 40% RSUs of the overall LTI opportunity. The 2024 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 60% PSUs 40% RSUs (2) | | John C. Corbett, Chief Executive Officer | 125% | 280% | | William E. Matthews V, Chief Financial Officer | 75% | 130% | | Richard Murray IV, President of the Company | 75% | 105% | | Renee R. Brooks, Chief Operating Officer | 75% | 105% | | Stephen D. Young, Chief Strategy Officer | 105% | 155% |
c. Annual Cash Incentive and Long-Term Incentive Plans
| (1) Maximum payout available under the AIP is 150% of the target AIP opportunity. |
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 Compensation Committee’s review of our compensation consultant’s competitive analysis of incentive programs sponsored by our peers, for 2024, the Compensation Committee approved (i) a modest increase in Mr. Corbett’s target AIP opportunity (125% in 2024 as compared to 115% in 2023) and (ii) a five percent (5%) increase to both target AIP and LTI opportunities for Ms. Brooks and Messrs. Matthews, Murray and Young from 2023 levels. 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. 2024 Compensation Paid or Awarded to our NEOs
| b. | Incentive Awards |
2024 AIP Opportunity and Awards
2024 AIP Opportunity and Awards Effective January 1, 2024, the target and maximum 2024 AIP opportunities for each of our NEOs were as follows:
2024 AIP Opportunity and Awards
| | Total AIP Opportunity | | | | | Name | Target ($) | % Base Salary | Maximum ($) | % Base Salary | | John C. Corbett, Chief Executive Officer | 1,343,184 | 125% | 2,014,777 | 187.5% | | William E. Matthews V, Chief Financial Officer | 434,145 | 75% | 651,218 | 112.5% | | Richard Murray IV, President of the Company | 413,288 | 75% | 619,931 | 112.5% | | Renee R. Brooks, Chief Operating Officer | 413,288 | 75% | 619,931 | 112.5% | | Stephen D. Young, Chief Strategy Officer | 677,019 | 105% | 1,015,529 | 157.5% |
2024 AIP Opportunity and Awards
The table below reflects the performance metrics under the 2024 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:
2024 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% | $586 million | $722 million | Above Maximum | 150% | | | Target | 100% | $651 million | | | | | | Max | 150% | $716 million | | | | | NPAs/Loans +ORE (20%) (2) | Threshold | 0% | 25th percentile | 0.63% | Above Maximum | 150% | | | Target | 100% | 50th percentile | | | | | | Max | 150% | 75th percentile | | | |
2024 AIP Opportunity and Awards
| (1) Adjusted PPNR less Net Charge-offs constitutes 80% of the AIP award determination, and NPAs/Loans + ORE constitutes 20% of the AIP award determination. Adjusted PPNR is a non-GAAP financial measure that exclude the impact of merger, branch consolidation, severance-related and other expenses, gains, or losses on AFS securities and other one-time adjustments such as FDIC special assessment and other applicable donations with tax credits. See reconciliation of GAAP to Non-GAAP measures in Appendix A. |
2024 AIP Opportunity and Awards
| (2) Ratio less than or equal to 0.75% equals maximum performance. If the ratio is greater than 0.75%, then a peer group comparison is completed to determine quartile ranking with achievement based on the metrics above. |
2024 AIP Opportunity and Awards
The table below reflects the amounts earned under the 2024 AIP and paid to each of our NEOs based on the achievements described above:
2024 AIP Opportunity and Awards
| The table below reflects the amounts earned under the 2022 AIP and paid to each of our NEOs based on the achievements described above: | | | | | Name | Target (% Base Salary) | Performance Achieved | Earned AIP ($) | | John C. Corbett, Chief Executive Officer | 125% | 150% | 2,014,777 | | William E. Matthews V, Chief Financial Officer | 75% | 150% | 651,218 | | Richard Murray IV, President of the Company | 75% | 150% | 619,931 | | Renee R. Brooks, Chief Operating Officer | 75% | 150% | 619,931 | | Stephen D. Young, Chief Strategy Officer | 105% | 150% | 1,015,529 |
2024 AIP Opportunity and Awards
| ISCUSSION AND | | Compensation DISCUSSION AND ANALYSIS |
2024 LTI Opportunity and Awards
2024 LTI Opportunity and Awards As discussed above, in 2024, 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, 2024, the 2024 LTI opportunities as a percentage of base salary for each of our NEOs were as follows:
2024 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 | 1,074,547 | 280% | 1,203,493 | 1,805,239 | | | | 3,008,732 | | | | William E. Matthews V, Chief Financial Officer | 578,860 | 130% | 301,007 | 451,511 | | | | 752,518 | | | | Richard Murray IV, President of the Company | 551,050 | 105% | 231,441 | 347,162 | | | | 578,603 | | | | Renee R. Brooks, Chief Operating Officer | 551,050 | 105% | 231,441 | 347,162 | | | | 578,603 | | | | Stephen D. Young, Chief Strategy Officer | 644,780 | 155% | 399,764 | 599,645 | | | | 999,409 | | |
2024 AIP Award Earned and Target LTI Award
2024 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 2024:
2024 AIP Award Earned and Target LTI Award
| NEO | Base Salary ($) | AIP Earned (1) ($) | LTI Target (2) ($) | Total ($) | | John C. Corbett, Chief Executive Officer | 1,074,547 | 2,014,777 | 3,008,732 | 6,098,056 | | William E. Matthews V, Chief Financial Officer | 578,860 | 651,218 | 752,518 | 1,982,595 | | Richard Murray IV, President of the Company | 551,050 | 619,931 | 578,603 | 1,749,584 | | Renee R. Brooks, Chief Operating Officer | 551,050 | 619,931 | 578,603 | 1,749,584 | | Stephen D. Young, Chief Strategy Officer | 644,780 | 1,015,529 | 999,409 | 2,659,718 |
2024 AIP Award Earned and Target LTI Award
| (1) AIP earned for fiscal year 2024 was paid to NEOs in the first quarter of 2025. |
2024 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 48 and as further explained in Note (3) to the Summary Compensation Table. |
2022 PSU Award Payouts
2022 PSU Award Payouts The January 2022 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, 2022, and ending December 31, 2024. 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 131.2%, as more fully shown below:
2022 PSU Award Payouts
| | Performance Period: January 1, 2022, through December 31, 2024 | | | | | | Performance Metric | Threshold | Target | Maximum | Achievement | Payout | | TBV Growth | 10.0% | 11.0% | 12.0% | 16.6% | 150.0% | | Adjusted ROATCE | 25th percentile | 50th percentile | 75th percentile | 64th percentile | 112.3% | | Blended result: | | | | | 131.2% |
2022 PSU Award Payouts
The table below sets forth the value of the 2022 PSUs earned by the NEOs:
2022 PSU Award Payouts
| NEO | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | John C. Corbett, Chief Executive Officer | 36,092 | 3,590,432 | | William E. Matthews V, Chief Financial Officer | 8,677 | 863,188 | | Richard Murray IV, President of the Company | 6,611 | 657,662 | | Renee R. Brooks, Chief Operating Officer | 6,611 | 657,662 | | Stephen D. Young, Chief Strategy Officer | 11,602 | 1,154,167 |
2022 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, 2024, the last trading day of the year ($99.48), multiplied by the number of shares earned on the vesting date, December 31, 2024. The number of shares acquired on vesting are expected to be released on or about February 26, 2025. |
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 37. 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 2024 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. Using the selection criteria set forth below as guidelines, in April 2023, the Compensation Committee worked with FW Cook to validate the integrity of the peer group composition for continued use in compensation benchmarking and relative performance comparison for 2024. 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
| 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.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 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 | 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 | | | 2022 | 975,000 | 2,723,310 | 1,625,813 | 50,360 | 5,374,483 | | William E. Matthews V Chief Financial Officer | 2024 | 578,860 | 769,930 | 651,218 | 41,033 | 2,041,040 | | | 2023 | 562,000 | 660,536 | 434,583 | 44,690 | 1,701,809 | | | 2022 | 525,000 | 654,703 | 551,250 | 32,802 | 1,763,755 | | Richard Murray IV (6) President of the Company | 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 | 2024 | 551,050 | 591,983 | 619,931 | 14,676 | 1,777,640 | | | 2023 | 535,000 | 503,037 | 413,704 | 14,046 | 1,465,787 | | | 2022 | 500,000 | 498,909 | 525,000 | 13,053 | 1,536,962 | | Stephen D. Young Chief Strategy Officer | 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 | | | 2022 | 585,000 | 875,421 | 877,500 | 42,185 | 2,380,106 |
2024 Summary Compensation Table
| (1) Consists of total salary compensation paid by SouthState, including any amounts deferred at the executive’s election. |
2024 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, 2024. |
2024 Summary Compensation Table
In addition, as previously disclosed on December 13, 2022, the Compensation Committee approved an adjustment to the calculation of the TBV Growth performance metric under the PSUs granted to each of the named executive officers in fiscal year 2022 to exclude changes in accumulated other comprehensive income during the relevant performance period for the PSUs. As a result of this adjustment, the amounts in this column for 2022 reflect the incremental fair value, calculated as of December 13, 2022, in accordance with FASC ASC Topic 718.
2024 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, $2,770,052; Mr. Matthews, $692,912; Mr. Murray, $532,735; Ms. Brooks, $532,735; and Mr. Young, $920,157. The grant date for such PSU awards was January 23, 2024. |
2024 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 2024 Executive Compensation – Incentive Awards” for a description of how the Compensation Committee determined the incentive payments awarded in 2024. |
2024 Summary Compensation Table
| (5) The following table provides all other compensation in 2024, 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 ground transportation and shared lodging of a spouse when 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 2024.
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
| 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 | — | — | — | 1,343,184 | 2,014,777 | | | | | | | | RSU | 1/23/2024 | | | | | | | 15,034 | 1,231,134 | | | PSU | 1/23/2024 | | | | — | 22,551 | 33,827 | | 1,846,701 | | William E. Matthews V | — | — | — | 434,145 | 651,218 | | | | | | | | RSU | 1/23/2024 | | | | | | | 3,761 | 307,988 | | | PSU | 1/23/2024 | | | | — | 5,641 | 8,462 | | 461,941 | | Richard Murray IV | — | — | — | 413,288 | 619,931 | | | | | | | | RSU | 1/23/2024 | | | | | | | 2,892 | 236,826 | | | PSU | 1/23/2024 | | | | — | 4,337 | 6,506 | | 355,157 | | Renee R. Brooks | — | — | — | 413,288 | 619,931 | | | | | | | | RSU | 1/23/2024 | | | | | | | 2,892 | 236,826 | | | PSU | 1/23/2024 | | | | — | 4,337 | 6,506 | | 355,157 | | Stephen D. Young | — | — | — | 677,019 | 1,015,529 | | | | | | | | RSU | 1/23/2024 | | | | | | | 4,994 | 408,959 | | | PSU | 1/23/2024 | | | | — | 7,491 | 11,237 | | 613,438 |
Grants of Plan-Based Awards in 2024
| (1) These amounts represent ranges of the possible cash payout pursuant to the AIP component of our 2024 Executive Incentive Plan as described under “Compensation Discussion and Analysis – 2024 Compensation Paid or Awarded to Our NEOs – Incentive Awards – 2024 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 2024 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 2024
| (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 2024 Executive Incentive Plan as described under “Compensation Discussion and Analysis –2024 Executive Compensation –2024 LTI Opportunity”. |
Grants of Plan-Based Awards in 2024
| (3) These amounts represent the RSUs granted on January 23, 2024. 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 2024
| (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 $81.89, which was the closing stock price as of January 23, 2024. For a discussion of assumptions used in the valuation of the stock awards, see Note 17, “Share-based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024
| Name | Option awards (1) | | | | | Stock awards (3) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | — | — | — | — | — | 18,142 | 1,804,766 | — | — | | | — | — | — | — | — | 2,294 | 228,207 | — | — | | | — | — | — | — | — | 9,616 | 956,600 | — | — | | | — | — | — | — | — | 15,034 | 1,495,582 | — | — | | | — | — | — | — | — | — | — | 36,092 | 3,590,432 | | | — | — | — | — | — | — | — | 21,636 | 2,152,349 | | | — | — | — | — | — | — | — | 22,551 | 2,243,373 | | William E. Matthews V | — | — | — | — | — | 4,577 | 455,320 | — | — | | | — | — | — | — | — | 552 | 54,913 | — | — | | | — | — | — | — | — | 2,312 | 229,998 | — | — | | | — | — | — | — | — | 3,761 | 374,144 | — | — | | | | | | | | | | 8,677 | 863,188 | | | — | — | — | — | — | — | — | 5,204 | 517,694 | | | — | — | — | — | — | — | — | 5,641 | 561,167 | | Richard Murray IV | — | — | — | — | — | 4,577 | 455,320 | — | — | | | — | — | — | — | — | 421 | 41,881 | — | — | | | — | — | — | — | — | 1,761 | 175,184 | — | — | | | — | — | — | — | — | 4,115 | 409,360 | — | — | | | — | — | — | — | — | 2,892 | 287,696 | — | — | | | — | — | — | — | — | — | — | 6,611 | 657,662 | | | — | — | — | — | — | — | — | 3,963 | 394,239 | | | — | — | — | — | — | — | — | 4,337 | 431,445 | | Renee R. Brooks | 2,183 | — | — | $91.35 | 1/25/2027 | — | — | — | — | | | 2,816 | — | — | $91.05 | 1/17/2028 | — | — | — | — | | | — | — | — | — | — | 421 | 41,881 | — | — | | | — | — | — | — | — | 1,761 | 175,184 | — | — | | | — | — | — | — | — | 2,892 | 287,696 | — | — | | | — | — | — | — | — | — | — | 6,611 | 657,662 | | | — | — | — | — | — | — | — | 3,963 | 394,239 | | | — | — | — | — | — | — | — | 4,337 | 431,445 | | Stephen D. Young | — | — | — | — | — | 8,630 | 858,512 | — | — | | | — | — | — | — | — | 738 | 73,416 | — | — | | | — | — | — | — | — | 3,091 | 307,493 | — | — | | | — | — | — | — | — | 4,994 | 496,803 | — | — | | | — | — | — | — | — | — | — | 11,602 | 1,154,167 | | | — | — | — | — | — | — | — | 6,955 | 691,883 | | | — | — | — | — | — | — | — | 7,491 | 745,205 |
Outstanding Equity Awards as of December 31, 2024
| (1) All options are fully vested and exercisable. The Company did not grant any options in 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) Represents the total number of shares subject to outstanding, vested, and unexercised options as of December 31, 2024. The number of options granted, and the options exercise price have been adjusted to reflect any applicable stock dividends. |
Outstanding Equity Awards as of December 31, 2024
| (3) The RSUs and PSUs awarded to Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young include the right to accrue dividend equivalents equal to the amount of cash shareholder dividends declared for each share of the Company’s common stock during the period between the grant date and the vesting date, and paid out in cash when, and to the extent, the underlying vested RSUs and PSUs to which they relate are settled. The table below presents the dividend equivalents accrued, but not yet settled, accumulated through December 31, 2024, for the RSUs and PSUs granted on January 19, 2022, January 24, 2023, and January 23, 2024. |
Outstanding Equity Awards as of December 31, 2024
| Name | Grant/ Approval date | Accrued Dividend Equivalent ($) | | John C. Corbett | 1/19/2022 | 183,058 | | | 1/24/2023 | 130,008 | | | 1/23/2024 | 79,680 | | William E. Matthews V | 1/19/2022 | 44,012 | | | 1/24/2023 | 31,267 | | | 1/23/2024 | 19,932 | | Richard Murray IV | 1/19/2022 | 33,537 | | | 1/24/2023 | 23,812 | | | 1/23/2024 | 15,325 | | Renee R. Brooks | 1/19/2022 | 33,537 | | | 1/24/2023 | 23,812 | | | 1/23/2024 | 15,325 | | Stephen D. Young | 1/19/2022 | 58,846 | | | 1/24/2023 | 41,791 | | | 1/23/2024 | 26,468 |
Outstanding Equity Awards as of December 31, 2024
| (4) For Messrs. Corbett, Matthews, Murray, and Young, the shares presented in the table above reflect the RSUs and PSUs granted by CenterState prior to the CenterState Merger. The pre-CenterState Merger awards granted by CenterState were converted into SouthState RSUs on June 8, 2020, and such awards are subject only to time-vesting through the remainder of the originally scheduled performance and/or vesting period (through May 2023), and otherwise remain subject to the same terms and conditions as applied immediately prior to the CenterState Merger, which includes a two-year holding period after vesting date. Of the amount reported above for Ms. Brooks and Messrs. Corbett, Matthews, Murray, and Young, totals of 2,266, 30,255, 7,538, 6,843, and 12,578, RSUs, respectively, have vested as of December 31, 2024, but are subject to holding periods ending in January 2025. The amount reported above includes RSUs granted on January 19, 2022, January 24, 2023, and January 23, 2024, 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 24 of each subsequent year. |
Outstanding Equity Awards as of December 31, 2024
| (5) Market value is based on a closing price of $99.48 as of December 31, 2024, the last trading day of the fiscal year. |
Outstanding Equity Awards as of December 31, 2024
| (6) Represents (a) the PSUs granted on January 19, 2022, 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, 2022, and ending on December 31, 2024; please see the discussion captioned “Compensation Discussion and Analysis – 2024 Compensation Paid or Awarded to Our NEOs –2022 PSU Award Payouts” beginning on page 41 for performance achievement and payouts; (b) the PSUs granted on January 24, 2023, 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, 2023, and ending on December 31, 2025, and (c) the PSUs granted on January 24, 2023, 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. The PSUs granted on January 26, 2021, and January 19, 2022, were modified in December 2022 to exclude the effects of changes in AOCI from the computation of TBV growth discussed in footnote 3 to the Summary Compensation Table set forth on page 48. See “Compensation Discussion and Analysis –2024 Compensation Paid or Awarded to our NEOs –2024 LTI Opportunity and Awards” on page 43 for a further description of the LTI plan. |
Outstanding Equity Awards as of December 31, 2024
The following table shows information regarding the value of options that were exercised and stock awards that vested during 2024:
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024
| | Option awards | | Stock awards | | | | Number of shares | Value realized on | Number of shares | Value realized on | | Name | acquired on exercise (#) (1) | exercise ($) (2) | acquired on vesting (#) (3) | vesting ($) (2) | | John C. Corbett | — | — | 59,521 | 5,009,358 | | William E. Matthews V | — | — | 13,008 | 1,094,393 | | Richard Murray IV | — | — | 12,114 | 1,015,804 | | Renee R. Brooks | 6,298 | 188,245 | 9,442 | 794,228 | | Stephen D. Young | — | — | 20,535 | 1,728,654 |
Option Exercises and Stock Vested in 2024
| (1) This column includes the gross number of options that were exercised during 2024 and includes any amounts that were withheld for applicable taxes. |
Option Exercises and Stock Vested in 2024
| (2) The value represents the gross number of options that were exercised, or 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 or exercise date (and, in the case of option exercises, less the exercise price), and includes any amounts that were withheld for applicable taxes. |
Option Exercises and Stock Vested in 2024
| (3) This column includes RSUs that vested or settled if subject to a holding period during 2024 and includes any amounts that were withheld for applicable taxes. |
Option Exercises and Stock Vested in 2024
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 41 captioned “Our 2024 Compensation Program – Stock Ownership and Retention Requirements.”
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation in 2024
Nonqualified Deferred Compensation in 2024 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 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 2024.
Pension Benefits Table
Pension Benefits Table The following provides information regarding CenterState’s Supplemental Executive Retirement Plans, or SERPs, in which Mr. Matthews participates. 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 Mr. Matthews. Other than SERPs offered by CenterState, the Company did not maintain any other pension plans for its NEOs.
Pension Benefits in 2024
Pension Benefits in 2024
Pension Benefits in 2024
| | | 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 | 12 | 1,974,048 | 0 | | Richard Murray IV | SERP Agreements dated January 1, 2016, as amended September 12, 2018 | 13 | 2,182,545 | 0 |
Pension Benefits in 2024
| (1) Years of credited service equal years of actual service. |
Pension Benefits in 2024
| (2) The amount reported above for Mr. Matthews represents the present fair value of the expected future payments using a discount rate of 5.25%. For additional information regarding retirement plans, please refer to Note 16 to the Company’s Consolidated Financial Statements in the 2024 Form 10-K. |
Pension Benefits in 2024
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 $240,000. The SERP Agreements may be located by referencing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025, for (a) Mr. Matthews, as Exhibits 10.9, 10.17, 10.25, and 10.26, and (b) Mr. Murray, as Exhibits 10.7, 10.15, 10.21, 10.22.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of his or her termination of employment or a change in control of the Company. The following table describes the potential payments to the NEOs upon termination for various reasons or a change in control as of December 31, 2024.
Potential Payments upon Termination or Change in Control
| 6 | | | | | | | | | Compensation / Benefits | Voluntary Termination by Executive without Good Reason/Non- Retirement ($) | 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 | 5,872,934 | 0 | 0 | 0 | 0 | 17,618,803 (5) | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 239,782 | 0 | 0 | | Additional Term Life Insurance | 0 | 0 | 0 | 0 | 212,141 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 4,533,537 | 0 | 4,533,537 | 4,533,537 | 4,533,537 | 4,533,537 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 2,766,349 | 0 | 2,766,349 | 2,766,349 | 2,766,349 | 2,766,349 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 109,945 | 0 | 0 | 24,988 | 0 | 109,945 | | Tax Gross Up | 0 | 0 | 0 | 0 | 0 | 0 | 8,856,899(5) | | Total | 0 | 13,282,765 | 0 | 7,299,886 | 7,776,796 | 7,299,886 | 33,885,533 | | William E. Matthews V | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 1,520,164 | 0 | 0 | 0 | 0 | 2,825,275 | | BOLI Split Dollar Agreement | | 0 | 0 | 0 | 3,600,000 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 1,112,468 | 0 | 1,112,468 | 1,112,468 | 1,112,468 | 1,112,468 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 680,036 | 0 | 680,036 | 680,036 | 680,036 | 680,036 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 41,368 | 0 | 0 | 18,563 | 0 | 41,368 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | 0 | 3,354,035 | 0 | 1,792,504 | 5,411,067 | 1,792,504 | 4,659,146 | | Richard Murray IV | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 1,447,131 | 0 | 0 | 0 | 0 | 2,690,125 | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 3,600,000 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 851,365 | 0 | 851,365 | 851,365 | 851,365 | 851,365 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 520,803 | 0 | 930,163 | 930,163 | 930,163 | 930,163 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 40,448 | 0 | 0 | 18,154 | 0 | 40,488 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | 0 | 2,859,747 | 0 | 1,781,528 | 5,399,682 | 1,781,528 | 4,512,101 | | Renee R. Brooks | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 964,338 | 0 | 0 | 0 | 0 | 2,690,125 | | Intrinsic Value of Performance Share Units | 0 | 851,365 | 0 | 851,365 | 851,365 | 0 | 851,365 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 520,803 | 0 | 520,803 | 520,803 | 0 | 520,803 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 27,257 | 0 | 0 | 27,257 | 0 | 27,257 | | Best Net of Tax Forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | 0 | 2,363,762 | 0 | 1,372,168 | 1,399,424 | 0 | 4,086,549 | | Stephen D. Young | | | | | | | | | Payable Upon Termination | | | | | | | | | Compensation | | | | | | | | | Cash Severance | 0 | 2,983,532 | 0 | 0 | 0 | 0 | 8,950,595 (5) | | BOLI Split Dollar Agreement | 0 | 0 | 0 | 0 | 223,299 | 0 | 0 | | Additional Term Life Insurance | 0 | 0 | 0 | 0 | 193,430 | 0 | 0 | | Intrinsic Value of Performance Share Units | 0 | 1,481,902 | 0 | 1,481,902 | 1,481,902 | 0 | 1,481,902 | | Intrinsic Value of unvested Restricted Stock/Units (6) | 0 | 905,689 | 0 | 905,689 | 905,689 | 0 | 905,689 | | Benefits and Perquisites | | | | | | | | | Medical and Dental COBRA Insurance | 0 | 95,362 | 0 | 0 | 24,397 | 0 | 95,362 | | Tax Gross Up | 0 | 0 | 0 | 0 | | 0 | 4,097,262 (5) | | Total | 0 | 5,466,485 | 0 | 2,387,591 | 2,828,717 | 0 | 15,530,810 |
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 restricted shares or units as of December 31, 2024, multiplied by $99.48 per share, the closing price of the Company’s common stock on December 31, 2024, 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, 2024, 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, 2024). 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 2024, and 2024 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) 2024 annual total compensation of Mr. Corbett, our CEO; (ii) the 2024 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 | $6,221,068.46 | | Median Employee Annual Total Compensation | $69,066.80 | | CEO to Median Employee Pay Ratio | 90.1 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 2020 through 2024, 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 32 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 2024.
Pay Versus Performance Table
| | Summary Compensation Total | | Compensation Actually Paid (3) | | Average Summary | Average Compensation | Value of Fixed $100 Investment based on: | | GAAP | | | Fiscal Year (1) | John C. Corbett ($) (2) | Robert R. Hill, Jr. ($) (2) | John C. Corbett ($) (4) | Robert R. Hill, Jr. ($) (4) | Compensation Total for Non- PEO NEOs ($) (5) | Actually Paid for Non- PEO NEOs ($) (5) | Company TSR ($) (6) | Peer Group TSR ($) (7) | Net Income (Loss) ($M) (8) | Adjusted PPNR less NCOs ($) (9) | | 2024 | 6,221,068 | — | 7,706,856 | — | 2,086,943 | 2,453,383 | 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 | | 2020 | 1,632,376 | 12,889,221 | 6,265,904 | 12,690,699 | 2,345,769 | 2,397,420 | 86 | 91 | 121 | 462 |
Pay Versus Performance Table
| (1) The Pay Versus Performance table reflects required disclosures for fiscal years 2024, 2023, 2022, 2021 and 2020. |
Pay Versus Performance Table
| (2) For fiscal years 2024, 2023, 2022, and 2021, Mr. Corbett was the sole Principle Executive Officer (“PEO”) of the Company. For fiscal year 2020, both Mr. Corbett and Robert R. Hill, Jr. served as PEO. 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 PEOs, Mr. Corbett and Mr. Hill (former CEO), 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 48, 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. Relative to the PEO’s CAP, the following amounts were deducted from and added to SCT total compensation. Fair values were computed in accordance with ASC 718 as of the applicable valuation date and take into account any excess fair value as a result of the TBV Growth Adjustment. |
Pay Versus Performance Table
| (4) Amounts reported in these columns represent the CAP for the applicable year in the case of our PEOs, Mr. Corbett and Mr. Hill. Adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the 2024 SCT amounts to calculate CAP for our PEO, Mr. Corbett, 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
| 2024 | 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 | $6,221,068 | $3,077,836 | $3,738,956 | $917,822 | ($302,294) | $209,140 | $7,706,856 | | Average Non-PEO NEOs | $2,086,943 | $744,073 | $903,900 | $228,460 | ($71,153) | $49,306 | $2,453,383 |
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 year 2024 includes 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. Fiscal year 2020 includes Messrs. Matthews, Goettee, Lapointe, and Pollok, 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, 2019, and ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, 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 2024, 2023, 2022, 2021, and 2020. |
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, extinguishment of debt cost, swap termination expense, FHLB borrowing prepayment penalty, 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. 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.
Comparative Rights of Shareholders Before and After the Change in Domicile
Comparative Rights of Shareholders Before and After the Change in Domicile Upon consummation of the Domicile Merger, the outstanding shares of our common stock will be converted into shares of SouthState - FL’s common stock. Consequently, our common shareholders, whose rights as shareholders are currently governed by the SCBCA and the Company’s current Amended and Restated Articles of Incorporation (the “SC Articles”) and the Amended and Restated Bylaws (the “SC Bylaws), will become common shareholders of SouthState - FL (as the surviving corporation) whose rights will be governed by the FBCA and the Articles of Incorporation and the Bylaws of SouthState - FL, which are attached hereto as Appendix C (the “FL Articles”) and Appendix D (the “FL Bylaws), respectively. The SC Articles and the SC Bylaws will not be applicable to the Company following the completion of the Re-domiciliation. Approval of the Domicile Merger will constitute approval of change in domicile, the FL Articles, and FL Bylaws. After the Re-domiciliation, the Company will continue to be a publicly held company. The Company will continue to file periodic reports and other documents with the SEC. Shareholders who own shares of common stock that are freely tradable prior to the Domicile Merger will continue to have freely tradable shares, and shareholders holding restricted shares of common stock will continue to hold their shares subject to the same restrictions on transfer to which their shares are presently subject. Because of differences between the FBCA and the SCBCA, as well as differences between the Company’s governing documents before and after the Domicile Merger, the Domicile Merger will effect certain changes in the rights of the Company’s shareholders. Summarized below are the most significant provisions of the FBCA and SCBCA, along with the differences between the rights of the shareholders of the Company before and after the Domicile Merger that will result from the differences between the FBCA and the SCBCA and the differences between the SC Articles and SC Bylaws and the FL Articles and FL Bylaws. The summary below is not an exhaustive list of all differences or a complete description of the differences described and is qualified in its entirety by reference to the FBCA, the SCBCA, the SC Articles, the SC Bylaws, the FL Articles and the FL Bylaws, which we urge you to read carefully and in their entirety. The SC Articles and the SC Bylaws are filed as Exhibits 3.1 through 3.5 and Exhibit 3.7, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025.
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | Authorized and Outstanding Capital Stock: | The SCBCA generally provides that the articles of incorporation of a corporation must (1) prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue and (2) authorize (A) one or more classes of shares that together have unlimited voting rights, and (B) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. The SCBCA further provides that the articles of incorporation of a corporation may authorize one or more classes of shares that, among other things, have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation. The SC Articles currently authorize SouthState-SC to issue up to one hundred sixty million (160,000,000) shares of common stock, par value $2.50 per share, and ten million (10,000,000) shares of preferred stock, par value $0.01 per share. As of the Record Date, there were 101,364,628 shares of SouthState-SC common stock outstanding and no shares of SouthState-SC preferred stock outstanding. | The FBCA generally provides that the articles of incorporation of a corporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue, and must have (1) one or more classes or series of shares that together have unlimited voting rights and (2) one or more classes or series of shares (which may be the same class or series or classes or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. The FBCA further provides that the articles of incorporation of a corporation may authorize one or more classes or series of shares that, among other things, have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation. The FL Articles authorize SouthState-FL to issue up to one hundred sixty million (160,000,000) shares of common stock, par value $2.50 per share, and ten million (10,000,000) shares of preferred stock, par value $0.01 per share. | | Preferred Stock: | The SCBCA generally provides that, if the articles of incorporation of a corporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (subject to certain limitations) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. The SC Articles provide that, upon authorization from the SouthState-SC board of directors, SouthState-SC has the authority to issue up to ten million (10,000,000) shares of preferred stock, par value $0.01 per share, without prior shareholder approval. The SC Articles authorize the SouthState-SC board of directors to specify the preferences, limitations and relative rights of any class or series of SouthState-SC preferred stock. The rights and privileges of holders of SouthState-SC common stock are subject to any classes or | The FBCA generally provides that, if the articles of incorporation of a corporation so provide, the board of directors is authorized, without shareholder approval, to determine the terms, including the preferences, limitations, and relative rights of (1) any class of shares before the issuance of any shares of that class or (2) any series within a class before the issuance of any shares of that series. Upon authorization from the SouthState-FL board of directors, SouthState-FL has the authority to issue up to ten million (10,000,000) shares of preferred stock, par value $0.01 per share, without prior shareholder approval. The FL Articles authorize the SouthState-FL board of directors to provide for the issuance of shares of preferred stock in one or more series, with such voting powers, designations, preferences and relative participating, option or other rights, qualifications, limitations or restrictions, as shall be fixed and determined in the resolution or resolutions providing for the issuance thereof. |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | series of preferred stock that SouthState-SC may issue. | | | Preemptive Rights | The SCBCA provides that the shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide. The SC Articles provide that SouthState-SC has elected not to have preemptive rights. | The FBCA provides that the shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares or the corporation’s treasury shares, except in each case to the extent the articles of incorporation so provide. The FL Articles do not provide for preemptive rights. | | Voting Rights: | The SCBCA generally provides that, unless the articles of incorporation of a corporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Holders of SouthState-SC common stock are entitled to one (1) vote for each share on all matters with respect to which the holders of SouthState-SC common stock are entitled to vote. The SC Articles provide that the SouthState-SC shareholders do not have the right to cumulate their votes with respect to the election of directors. | The FBCA generally provides that, unless the articles of incorporation of a corporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Holders of SouthState-FL common stock are entitled to one (1) vote for each share on all matters with respect to which the holders of SouthState-FL common stock are entitled to vote. The FL Articles will provide that SouthState-FL shareholders do not have the right to cumulate their votes with respect to the election of directors. | | Qualification of Directors: | The SCBCA provides that the articles of incorporation or bylaws of a corporation may prescribe qualifications for directors. A director need not be a resident of South Carolina or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. The SC Bylaws provide that directors must be SouthState-SC shareholders, not under twenty-five (25) years of age and not over seventy-two (72) years of age at the time of the shareholders’ meeting at which they are elected. In the event that a SouthState-SC director attains age seventy-two (72) during his or her term of office, the SC Bylaws provide that he or she will serve only until the next SouthState-SC shareholders’ meeting after his or her seventy-second (72nd) birthday, at which time his or her successor will be appointed to serve out the remainder of his or her term. The SC Bylaws permit the board of directors to waive the retirement age requirement. | The FBCA provides that directors must be natural persons who are 18 years of age or older but need not be residents of Florida or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe additional qualifications for directors or nominees for directors. The FL Bylaws provide that directors must be natural persons who are SouthState-FL shareholders, not under twenty-five (25) years of age and not over seventy-two (72) years of age at the time of the shareholders’ meeting at which they are elected but need not be residents of Florida. In the event that a SouthState-FL director attains age seventy-two (72) during his or her term of office, the FL Bylaws provide that he or she will serve only until the next SouthState-FL shareholders’ meeting after his or her seventy-second (72nd) birthday, at which time his or her successor will be appointed to serve out the remainder of his or her term. The FL Bylaws permit the board of directors to waive the retirement age requirement. | | Size of Board of Directors: | The SCBCA provides that a corporation’s board of directors must consist of one or more individuals with the number specified in or fixed in accordance with the articles of incorporation or bylaws and allow for the corporation, through its articles of incorporation or bylaws, to establish a variable range for the size of the board of directors by fixing a minimum and maximum | The FBCA provides that a corporation’s board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The FL Articles provide that the number of directors serving on the SouthState-FL board of directors may consist of a maximum of twenty (20) persons and that the SouthState-FL board of |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | number of directors. If a variable range is established, the number of directors may be fixed or changed within the minimum and maximum by the shareholders or the board of directors. The SC Articles provide that the SouthState-SC board of directors may consist of a maximum of twenty (20) persons and that the SouthState-SC board of directors may increase membership on the board up to this maximum. There are currently fifteen (15) directors serving on the SouthState-SC board of directors. | directors may increase membership on the board up to this maximum. Following the Domicile Merger, fifteen (15) directors will serve on the SouthState-FL board of directors. | | Election and Classes of Directors: | The SCBCA provides that the terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered. If there are six or more directors, the articles of incorporation of a corporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. The SC Articles and SC Bylaws provide directors are elected annually and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, or until such director’s earlier resignation, removal from office or death. SouthState-SC’s directors are elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. | The FBCA generally provides that the terms of all directors expire at the next annual shareholders’ meeting following their election, subject to certain exceptions. The articles of incorporation or the bylaws or a corporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. The FL bylaws provide that directors are elected annually, and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, or until such director’s earlier resignation, removal from office or death. SouthState-FL’s directors are elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. | | Vacancies on the Board of Directors: | The SCBCA provides that, unless the articles of incorporation of a corporation provide otherwise, a vacancy on the board may be filled by the shareholders or the board of directors. The SC Bylaws provide that any vacancy occurring on the SouthState-SC board of directors, including vacancies occurring by reason of removal with or without cause or increase in membership, will be filled by appointment by the remaining SouthState-SC directors, and any director so appointed will serve until the next shareholders meeting wherein directors are elected. | The FBCA provides that, unless the articles of incorporation of a corporation provide otherwise, a vacancy on the board may be filled by the shareholders or the board of directors. The FL Bylaws provide that any vacancy occurring on the SouthState-FL board of directors, including a vacancy from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. A SouthState-FL director elected to fill a vacancy will hold office until the next election of directors by the SouthState-FL shareholders. | | Removal of Directors: | The SCBCA generally provides that, unless a director is elected by a voting group of shareholders or through cumulative voting, the shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group, only the shareholders of that voting group may participate in a vote to remove the director elected by such group. If cumulative voting is authorized, a director may not be | The FBCA generally provides that, unless a director is elected by a voting group of shareholders or through cumulative voting, the shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her. If cumulative voting is authorized, a director may not be |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. The SC Articles provide that SouthState-SC shareholders can remove directors with or without cause only by the affirmative vote of the holders of eighty percent (80%) of SouthState-SC’s shares. | removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. The FL Bylaws provide that any director may be removed by SouthState-FL’s shareholders, with or without cause, only by the affirmative vote of the holders of eighty percent (80%) of SouthState-FL’s shares. A director may be so removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director with cause. | | Amendments to Organizational Documents: | Under the SCBCA, an amendment to a corporation’s articles of incorporation generally requires approval by the corporation’s board of directors and by two-thirds (2/3) of the votes entitled to be cast on the amendment, unless a different number, not less than a majority of the votes entitled to be cast on the amendment, is specified in the corporation’s articles of incorporation. The SC Articles do not specify any additional requirements to amend the SC Articles. The SC Articles, however, do provide that the affirmative vote of the holders of at least eighty percent (80%) of SouthState-SC’s outstanding voting stock is required to amend or repeal certain articles of the SC Articles related to: (1) the issuance of SouthState-SC’s capital stock, (2) the approval of certain business combinations not recommended by the SouthState-SC board of directors and (3) the number, election, terms and classification of directors. The SC Articles provide that a majority of the entire SouthState-SC board of directors has the power to alter, amend or repeal the SC Bylaws. The SC Articles also provide that the SouthState-SC shareholders may alter, amend, or repeal the SC Bylaws only by the affirmative vote of the holders of eighty percent (80%) of outstanding stock of SouthState-SC. | Under the FBCA, approval of an amendment to a corporation’s articles of incorporation generally must first be adopted by the corporation’s board of directors and thereafter requires the approval of that corporation’s shareholders at a meeting at which a quorum consisting of at least a majority of the shares entitled to be cast on the amendment exists, unless the corporation’s articles of incorporation provide otherwise. The FL Articles do not specify any additional requirements to amend the SouthState-FL certificate of incorporation. The FL Articles, however, do provide that the affirmative vote of the holders of at least eighty percent (80%) of SouthState-FL’s outstanding voting stock is required to amend or repeal certain articles of the FL Articles related to: (1) the issuance of SouthState-FL’s capital stock, (2) the approval of certain business combinations not recommended by the SouthState-FL board of directors and (3) the number, election, terms and classification of directors. The FL Articles provide that a majority of the entire SouthState-FL board of directors has the power to adopt, alter, amend or repeal SouthState-FL’s bylaws. The FL Articles also provide that the SouthState-FL shareholders may alter, amend, or repeal the FL Bylaws only by the affirmative vote of the holders of eighty percent (80%) of outstanding stock of SouthState-FL. | | Shareholder Action by Written Consent: | Under the SCBCA, a corporation’s shareholders can take any action required or permitted to be taken at an annual or special meeting of shareholders without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. | Under the FBCA, a corporation’s shareholders can take any action required or permitted to be taken at an annual or special meeting of shareholders without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted, unless the corporation’s articles of incorporation provide otherwise. In order to be effective the action must be evidenced by one or |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | | more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. | | Special Meetings of Shareholders: | Under the SCBCA, a special meeting of shareholders may be called (1) by the board of directors, (2) by any person authorized to do so by the articles of incorporation or the bylaws of a corporation or (3) if so provided in the corporation’s articles of incorporation, by the secretary of the corporation if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose for which it is to be held. The SC Bylaws provide that special meetings of the SouthState-SC shareholders may be called by the chief executive officer, the chairman of the board of directors, a majority of the board of directors or by the secretary, following his or her receipt of one or more written demands to call a special meeting of the shareholders from the holders of not less than ten percent (10%) of all SouthState-SC common shares entitled to vote at such meeting. | Under the FBCA, a special meeting of shareholders may be called (1) by the board of directors, (2) by the person or persons authorized to do so by the articles of incorporation or the bylaws or (3) by the secretary of the corporation, if shareholders holding not less than 10 percent, unless a greater percentage not to exceed 50 percent is required by the articles of incorporation, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The FL Bylaws provide that special meetings of the SouthState-FL shareholders may be called by the chief executive officer, the chairman of the board of directors, a majority of the board of directors or by the secretary, following his or her receipt of one or more written demands to call a special meeting of the shareholders from the holders of not less than ten percent (10%) of all SouthState-FL common shares entitled to vote at such meeting. | | Record Date: | The SCBCA provides that the bylaws of a corporation may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. Under the SC Bylaws, the board of directors, the president, the chairman of the board of directors or the chief executive officer may fix the record date to determine the shareholders entitled to notice of a shareholders’ meeting and to vote or take any other action thereat. | The FBCA provides that the bylaws of a corporation may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing such a record date, the board of directors may fix the record date. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. Under the FL Bylaws, the board of directors, the president, the chairman of the board of directors or the chief executive officer may fix the record date to determine the shareholders entitled to notice of a shareholders’ meeting and to vote or take any other action thereat. | | Quorum: | Under the SCBCA, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless | Under the FBCA, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | the articles of incorporation of the corporation or the SCBCA provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Under the SCBCA, the corporation may also provide in its articles of incorporation for a greater quorum or voting requirement for shareholders. The SC Bylaws provide that, absent a provision in the SC Articles or the SCBCA stating otherwise, a majority of the shares entitled to vote will constitute a quorum for the transaction of business at any meeting of SouthState-SC’s shareholders, except that with respect to a special meeting called to consider a business combination that has not been recommended by the SouthState-SC board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState-SC shareholders is required in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned absent notice if a quorum in not present. Under the SC Bylaws, when a quorum is present at any meeting, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the SC Articles or SCBCA require a greater number of affirmative votes. Under the SCBCA, once a share is represented for any purpose at a meeting, it is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. The SC Bylaws also provide that a meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and the adjournment is for a period of less than thirty (30) days. | articles of incorporation or the FBCA otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The articles of incorporation may provide for a greater voting requirement or a greater or lesser quorum requirement for shareholders, or voting groups of shareholders, than is provided by this chapter, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. The FL Bylaws provide that, absent a provision in the FL Articles or the FBCA stating otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group at a meeting of shareholders, except that with respect to a special meeting called to consider a business combination that has not been recommended by the SouthState-FL board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState-FL shareholders is required in order for a quorum for the conduct of business to exist. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the FL Articles or the FBCA requires a greater number of affirmative votes. The FL Bylaws further provide that after a quorum has been established at a shareholders’ meeting, a subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, will not affect the validity of any action taken at the meeting or any adjournment thereof. The FL Bylaws also provide that, when a shareholders’ meeting is adjourned, notice need not be given of the new date, time or place of the meeting if such information is announced at the meeting before an adjournment is taken, unless the SouthState-FL board of directors fixes a new record date for the adjourned meeting. | | Notice of Shareholder Actions/Meetings: | Under the SCBCA, a corporation is required to notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. The notice of an annual meeting is not required to include a description of the purpose for which the meeting is called, but the notice of a special meeting must include a description of the purpose of the special meeting. The SC Bylaws provide that written or printed notice stating the place, day, and time of the meeting, and, such other notice as required by the SCBCA, and in the case of a special meeting, | Under the FBCA, a corporation is required to notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 or more than 60 days before the meeting date. Unless otherwise provided in the articles of incorporation of the corporation or the FBCA, notice of an annual meeting of shareholders need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called. The FL Bylaws provide that written notice of each shareholders’ meeting must be mailed to the |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | the purpose or purposes for which the meeting is called and the person or persons calling the meeting, must be communicated by SouthState-SC to each shareholder of record entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting. Additionally, if at any meeting the SC Bylaws are to be altered, repealed, amended, or adopted, notice of such meeting must make this clear. | SouthState-FL shareholders of record not less than ten (10) and not more than sixty (60) days before the meeting date and that such notice must set forth the date, time and place of such meeting. The notice must include the record date for determining the shareholders entitled to vote at the meeting if the record date for determining the shareholders entitled to vote at the meeting is different than the record date for determining shareholders entitled to notice of the meeting | | Advance Notice Requirements for Shareholder Nominations and Other Proposals: | Under the SC Bylaws, director nominations and business proposals by shareholders must be received no earlier than one hundred and twenty (120) days and no later than ninety (90) days before the first anniversary of the prior year’s annual meeting of shareholders, provided that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the first anniversary date, the shareholder’s notice must be delivered not earlier than the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting or (y) if the first public announcement of such date is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the date on which the annual meeting of shareholders is first publicly announced or disclosed. A shareholder’s notice must also comply with the procedural, informational and other requirements outlined in SouthState-SC’s bylaws. | Under the FL Bylaws, director nominations and business proposals by shareholders must be received no earlier than one hundred and twenty (120) days and no later than ninety (90) days before the first anniversary of the prior year’s annual meeting of shareholders, provided that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the first anniversary date, the shareholder’s notice must be delivered not earlier than the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting or (y) if the first public announcement of such date is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the date on which the annual meeting of shareholders is first publicly announced or disclosed. A shareholder’s notice must also comply with the procedural, informational and other requirements outlined in SouthState-FL’s bylaws. | | Limitation of Liability of Directors and Officers: | Under the SCBCA, the articles of incorporation of a corporation that has a class of voting shares registered with the Securities Exchange Commission under Section 12 of the Securities Exchange Act of 1934 may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. The SC Articles provide that its directors are not personally liable to SouthState-SC or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions, including with respect to (i) a breach of the director’s duty of loyalty to SouthState-SC or its shareholders, (ii) an act or omission not in good faith or which involves gross negligence, intentional misconduct or a knowing violation of law, (iii) an act or omission for which liability is imposed due to an unlawful distribution, as provided under SCBCA, and (iv) a transaction from which the director derives an improper benefit. | The FL Articles provide that, to the extent permitted by law, its directors are not personally liable to SouthState-FL or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions, including with respect to (i) a breach of the director’s duty of loyalty to SouthState-FL or its shareholders, (ii) an act or omission not in good faith or which involves gross negligence, intentional misconduct or a knowing violation of law, (iii) an act or omission for which liability is imposed due to an unlawful distribution, as provided under FCBA, and (iv) a transaction from which the director derives an improper benefit. |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | Indemnification of Directors and Officers: | The SCBCA provides that a corporation (1) must, unless limited by its articles of incorporation, indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding, and (2) may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if certain conditions are satisfied. A corporation may generally pay or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding. Under the SCBCA, a corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under the SCBCA. The SC Bylaws provide for mandatory indemnification of any person who at any time serves or has served as a director or officer of SouthState-SC, or who, while serving as a director or officer of SouthState-SC, serves or has served, at the request of SouthState-SC, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any threatened, pending or completed proceedings, whether or not brought by or on behalf of SouthState-SC, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such proceeding. The right to indemnification under the SC Bylaws includes the right to be paid by SouthState-SC the reasonable expenses incurred in defending any such proceeding in advance of its final disposition, subject to certain requirements. | The FBCA provides that a corporation (1) must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding and (2) may indemnify an individual who is a party to a proceeding because the individual is or was a director or officer against liability incurred in the proceeding if certain conditions are satisfied. A corporation generally may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer. Under the FBCA, a corporation may purchase and maintain insurance on behalf of and for the benefit of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, member, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the FBCA. The FL Articles and the FL Bylaws provide for mandatory indemnification of any person who at any time serves or has served as a director or officer of SouthState-FL, or who, while serving as a director or officer of SouthState-FL, serves or has served, at the request of SouthState-FL, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any threatened, pending or completed proceedings, whether or not brought by or on behalf of SouthState-FL, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such proceeding. The right to indemnification under the FL Articles and the FL Bylaws includes the right to be paid by SouthState-FL the reasonable expenses incurred in defending any such proceeding in |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | The SC Bylaws also provide that SouthState-SC may, to the extent authorized from time to time by the SouthState-SC board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of SouthState-SC to the fullest extent of the provisions of the SC Bylaws with respect to the indemnification and advancement of expenses to SouthState-SC directors and officers. The SC Bylaws provide that SouthState-SC may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not SouthState-SC would have the power to indemnify such person against such expense, liability or loss under applicable law. SouthState-SC maintains such insurance with respect to its directors and officers. | advance of its final disposition, subject to certain requirements. The FL Bylaws also provide that SouthState-FL may, to the extent authorized from time to time by the SouthState-FL board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of SouthState-FL to the fullest extent of the provisions of the FL Bylaws with respect to the indemnification and advancement of expenses to SouthState-FL directors and officers. The FL Bylaws provide that SouthState-FL may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not SouthState-FL would have the power to indemnify such person against such expense, liability or loss under applicable law. SouthState-FL maintains such insurance with respect to its directors and officer. | | Constituencies: | The SCBCA does not have an express provision permitting or prohibiting the directors of a corporation to consider the interests of constituencies other than its shareholders. The SC Articles provide that the SouthState-SC board of directors must consider the interests of the employees of SouthState-SC and the community or communities in which SouthState-SC and its subsidiaries do business in addition to the interest of SouthState-SC’s shareholders in evaluating any proposed plan of merger, consolidation, exchange or sale of all, or substantially all, of the assets of SouthState-SC. The SC Bylaws further provide that the SouthState-SC board of directors must evaluate whether any proposed tender offer or exchange offer for SouthState-SC’s stock, any proposed merger or consolidation of SouthState-SC with or into another corporation and any proposal to purchase or otherwise acquire all of the assets of SouthState-SC is in the best interests of SouthState-SC by considering the best interests of the SouthState-SC shareholders and other factors the directors determine to be relevant, including the social, legal and economic effects on employees, customers and the communities served by SouthState-SC and its subsidiary or subsidiaries. | The FBCA provides that in discharging board or board committee duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation. | | Anti-Takeover Provisions: | Under the SC Articles, certain business combinations (for example, mergers, share exchanges, consolidations or a sale, exchange or lease of all or substantially all of SouthState-SC’s assets) that have not been recommended by the SouthState-SC board of directors require, in addition to any vote required by law, the approval of the holders of at least eighty percent (80%) of | Under FL Articles, certain business combinations (for example, mergers, share exchanges, consolidations or a sale, exchange or lease of all or substantially all of SouthState-FL’s assets) that have not been recommended by the SouthState-FL board of directors require, in addition to any vote required by law, the approval of the holders of |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | the outstanding SouthState-SC voting stock. In addition, if a business combination involves any SouthState-SC shareholder owning or controlling twenty percent (20%) or more of SouthState-SC’s voting stock at the time of the proposed transaction (a “controlling party”), and (1) certain fair price requirements are not satisfied and (2) the business combination has not been recommended by a majority of the entire SouthState-SC board of directors, then such business combination must be approved by at least eighty percent (80%) of the outstanding SouthState-SC voting stock and at least sixty-seven percent (67%) of the outstanding SouthState-SC voting stock that is not held by the controlling party. Moreover, at any annual or special meeting at which the SouthState-SC shareholders are to consider a business combination that has not been recommended by the SouthState-SC board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState-SC shareholders is required in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned absent notice if a quorum in not present. | at least eighty percent (80%) of the outstanding SouthState-FL voting stock. Moreover, at any annual or special meeting at which the SouthState-FL shareholders are to consider a business combination that has not been recommended by the SouthState-FL board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState-FL shareholders is required in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned absent notice if a quorum in not present. | | Control Share Acquisitions: | The SCBCA contains a control share acquisition statute that, in general terms, provides that where a shareholder acquires issued and outstanding shares of a corporation’s voting stock (“control shares”) within one of several specified ranges (one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval of the control share acquisition by the corporation’s shareholders must be obtained before the acquiring shareholder may vote the control shares. The required shareholder vote is a majority of all votes entitled to be cast, excluding “interested shares,” defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt out of the control share acquisition statute through a provision of the articles of incorporation or bylaws, which SouthState-SC has done pursuant to the SC Bylaws. Accordingly, the South Carolina control share acquisition statute does not apply to acquisitions of shares of SouthState-SC common stock. | Under the FBCA, unless there is a provision in the articles of incorporation or bylaws electing not to be governed by this provision, “control shares” (shares that would otherwise have voting power for the election of directors within one of several specified ranges (one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more) acquired in a control-share acquisition have the same voting rights as were accorded to the shares before such acquisition only to the extent granted by a resolution approved by the majority of all the votes entitled to be cast by each class or series of the disinterested shareholders of the issuing corporation entitled to vote on the matter, subject to certain exceptions. A corporation may, however, opt out of the control share acquisition statute through a provision of the articles of incorporation or bylaws, which SouthState-FL has done pursuant to the FL Bylaws. Accordingly, the Florida control share acquisition statute does not apply to acquisitions of shares of SouthState-FL common stock. | | Rights of Dissenting Shareholders: | Under the SCBCA, the holders of SouthState-SC common stock will not be entitled to appraisal or dissenters’ rights in connection with a merger if, on the record date for the SouthState-SC special meeting, SouthState-SC’s shares are listed on a national securities exchange. SouthState-SC common stock is currently listed on the New York Stock Exchange, a national securities exchange (the “NYSE”), and is expected to continue to be | Under the FBCA, the holders of SouthState-FL common stock will not be entitled to appraisal or dissenters’ rights in connection with a merger if, on the record date for the SouthState-FL meeting, SouthState-FL’s shares are listed on a national securities exchange. SouthState-FL common stock will be listed on the NYSE, a national stock exchange. If the Domicile Merger is completed, holders of SouthState-FL common stock will not |
Comparative Rights of Shareholders Before and After the Change in Domicile
| | SouthState-SC | SouthState – FL | | | so listed on the record date for the SouthState-SC 2025 annual meeting. If the Domicile Merger is completed, holders of SouthState-SC common stock will receive shares of SouthState-FL common stock, which shares are expected to be listed on the NYSE at the effective time of the Domicile Merger. Accordingly, holders of SouthState-SC common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger. | receive any consideration, and their shares of SouthState-FL common stock will remain outstanding, which shares are expected to continue to be listed on the NYSE at the effective time of the Domicile Merger. In addition, the holders of SouthState-SC common stock will receive shares of SouthState-FL common stock as consideration in the merger, which shares will be listed on the NYSE and are expected to continue to be so listed at the effective time. Accordingly, the holders of SouthState-FL common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger. | | Exclusive Forum: | The SC Bylaws provide that, unless SouthState-SC consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of SouthState-SC, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of SouthState-SC to SouthState-SC or SouthState-SC’s shareholders, (iii) any action asserting a claim against SouthState-SC or any director or officer or other employee of SouthState-SC arising pursuant to any provision of the SCBCA, SouthState-SC’s articles of incorporation or SouthState-SC’s bylaws (as either may be amended from time to time) or (iv) any action asserting a claim against SouthState-SC or any director or officer or other employee of SouthState-SC governed by the internal affairs doctrine will be a state court located in South Carolina (or if such state courts lack jurisdiction, the U.S. District Court for the District of South Carolina). | The FBCA generally provides that the articles of incorporation or the bylaws of a corporation may require that any or all internal corporate claims be brought exclusively in any specified court or courts of Florida and, if so specified, in any additional courts in Florida or in any other jurisdictions with which the corporation has a reasonable relationship. The FL Bylaws provide that, unless SouthState-FL consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of SouthState-FL, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of SouthState-FL to SouthState-FL or SouthState-FL’s shareholders, (iii) any action asserting a claim against SouthState-FL or any director or officer or other employee of SouthState-FL arising pursuant to any provision of the FBCA, SouthState-FL’s articles of incorporation or SouthState-FL’s bylaws (as either may be amended from time to time) or (iv) any action asserting a claim against SouthState-FL or any director or officer or other employee of SouthState-FL governed by the internal affairs doctrine will be a state court located in Polk County, Florida (or if such state courts lack jurisdiction, the U.S. District Court serving Polk County in the District of Florida). |