DEF 14A: SouthState Corporation Announces Director Nominees and Executive Compensation Proposals for 2024 Annual Meeting

SouthState Corporation's proxy statement details director nominees, executive compensation, and proposals for the upcoming annual shareholder meeting.

Summary

• SouthState Corporation has released its proxy statement for the 2024 Annual Meeting of Shareholders, scheduled for April 24, 2024.
• The proxy statement includes proposals for electing eleven directors, approving executive compensation, approving the Amended and Restated 2020 Omnibus Incentive Plan, and ratifying the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2024.
• The Board of Directors recommends voting FOR each of the proposals.
• The document highlights SouthState's 2023 accomplishments, including a net income of $494 million ($6.46 per diluted share) or an adjusted net income of $525 million ($6.86 per diluted share), and a pre-provision net revenue (PPNR) of $784 million.
• The company's stock increased 11% in 2023, outperforming the Keefe Bruyette & Woods Regional Bank Index by 15%.
• The proxy statement details the company's corporate governance practices, including an annually elected board, a majority independent board, and separate roles for the CEO and Independent Board Chair.
• The document also discusses the company's executive compensation program, which is performance-based and aligns executive compensation with shareholder return.
• The proxy statement includes information on director compensation, stock ownership of directors and executive officers, and related person transactions.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and strategic initiatives. The sentiment is optimistic due to the company's growth and performance.

Positives

• SouthState achieved strong financial results in 2023, including increased net income and PPNR.
• The company's stock outperformed its peer group and the KBW Nasdaq Regional Bank Index.
• Employee engagement is high and increasing.
• The company has a strong corporate governance structure with an independent board and key committees.
• The executive compensation program is performance-based and aligns with shareholder interests.
• The company has a compensation recoupment policy in place.
• The company is committed to diversity and inclusion.
• The company has a robust risk management framework.

Negatives

• Net charge offs of average loans increased to 8 basis points, up from 5 basis points for 2022.

Risks

• The document mentions risks related to cybersecurity, financial crimes, and fraud, requiring ongoing monitoring and mitigation efforts.
• The document mentions climate risk, and the need to develop a process for undertaking climate risk assessments.

Future Outlook

The company aims to continue its strategic objectives under the guiding principles of soundness, profitability, and growth, while providing a best-in-class customer experience.

Management Comments

• John C. Corbett, Chief Executive Officer, invites shareholders to attend the Annual Shareholders Meeting and encourages them to vote.
• The Board of Directors recommends voting FOR each of the matters presented by the Company at the Annual Meeting.

Industry Context

The document references the Keefe Bruyette & Woods Regional Bank Index (KBW) and Forbes' ranking of America's Best Banks, providing context for SouthState's performance relative to its peers in the regional banking industry.

Comparison to Industry Standards

• The company's stock performance is compared to the Keefe Bruyette & Woods Regional Bank Index (KBW).
• Forbes ranked the Bank in the top 35 of its 100 Best Banks in America.
• American Banker listed the Bank in its 2023 Best Banks to Work For.
• The document references the S&P 500 average director tenure of 7.8 years, comparing it to SouthState's director nominees average tenure of 3.9 years.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank has loan and deposit relationships with some of the directors of the Company and the Bank and loan, deposit, and fee-for-service relationships with some of the companies with which the directors are associated, as well as with some members of the immediate families of the directors.
• Since 2020, we have engaged the law firm of Burr & Forman LLPC in the ordinary course of business, among other law firms, as tax counsel and expect to continue engaging the firm during the current fiscal year.

Stakeholder Impact

• Shareholders are provided with information to make informed voting decisions.
• Employees are recognized for their contributions to the company's success.
• Customers are expected to benefit from the company's commitment to providing a best-in-class customer experience.
• Communities are expected to benefit from the company's commitment to making communities better.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on April 24, 2024.
• The company will continue to implement its strategic objectives and monitor its risk management framework.

Key Dates

Keywords

executive compensation, corporate governance, director nominees, annual meeting, financial performance, risk management, SouthState Corporation, proxy statement, incentive plan, board of directors