Not independent
Tenure on this board
1.4 yrs
Also a director at
Capital Southwest Corp (CSWC)
14 nominees · 3 ballot items.
Electing 14 directors; advisory approval of executive compensation (“Say on Pay”); and ratification of Ernst & Young LLP as independent auditors for 2026.
Election of fourteen (14) director nominees named in the proxy statement to serve until the 2027 annual meeting.
Advisory (non-binding) shareholder vote to approve the Company’s 2025 executive compensation as disclosed in the Compensation Discussion and Analysis and related tables and narratives.
This advisory proposal asks shareholders to approve SouthState’s 2025 executive compensation program as described in the Compensation Discussion and Analysis and related disclosures. Management is seeking shareholder approval to confirm support for a pay-for-performance program that the Compensation Committee designed to align NEO incentives with the Company’s strategic objectives—soundness, profitability, and growth—especially following the transformative Independent Merger in January 2025 and related benchmarking changes. The program emphasizes variable pay: a significant portion of CEO and NEO compensation is performance-based (AIP and multi-year PSUs/RSUs) with metrics including adjusted pre-tax, pre-provision net revenue (PPNR) less net charge-offs, tangible book value growth plus dividends, and relative adjusted ROATCE, and includes stock ownership and retention guidelines. The Compensation Committee uses an independent consultant, conducts incentive risk reviews with the Chief Risk Officer, and maintains clawback/recoupment provisions and other governance features to mitigate excessive risk-taking. Management points to strong 2025 financial and operational results (e.g., adjusted EPS growth, TBV growth, and successful merger integration) and prior strong shareholder support (96% say-on-pay approval in 2025) as evidence that the program produced appropriate outcomes. Because the vote is non-binding, the Board will consider the result when setting future compensation but is not compelled to change the program; however, a negative vote would likely trigger deeper shareholder engagement and potential program adjustments. The Board recommends a FOR vote on the grounds that the program aligns pay with multi-year shareholder value creation while incorporating governance controls (independent consultant review, compensation recoupment policies, and incentive plan risk assessments). Shareholders evaluating the proposal should weigh the program’s alignment features and disclosed outcomes against any concerns about pay quantum, changes made post-merger (increases to target AIP and LTI opportunities), and whether disclosed metrics and governance sufficiently limit downside risk or pay for short-term gains.
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as SouthState’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.36% | 6,207,998 | $574M |
| 2 | BlackRock, Inc. | 5.62% | 5,484,131 | $507M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.83% | 4,718,480 | $437M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 4,403,672 | $407M |
| 5 | STATE STREET CORP | 3.82% | 3,734,578 | $346M |
| 6 | BlackRock, Inc. | 3.06% | 2,987,333 | $276M |
| 7 | T. Rowe Price Investment Management, Inc. | 2.74% | 2,679,111 | $248M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.16% | 2,108,590 | $195M |
| 9 | Invesco Ltd. | 1.83% | 1,782,496 | $165M |
| 10 | FRANKLIN RESOURCES INC | 1.81% | 1,765,352 | $163M |
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