SOUTHSTATE BANK CORP (SSB)
Sector: Financials
2026 Annual Meeting Analysis
SOUTHSTATE BANK CORP · Meeting: April 15, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Electing Directors
Brooks joined the board on January 1, 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; his deep Texas banking experience adds relevant value following the Independent Bank acquisition.
Cofield has been a director since 2022, SSB's 3-year TSR of +29.9% is strongly positive and the gap to the peer median (-14.9pp) falls well short of the 50pp trigger threshold; he brings strong audit/accounting expertise as a former PwC partner and audit committee financial expert.
Cooper has served since 2022, the peer-group TSR gap (-14.9pp) is far below the 50pp trigger threshold for strong positive TSR periods; her business transformation and risk management background are relevant to the board's oversight role.
Corbett has served as CEO-director since 2020 and is subject to the same TSR trigger as other directors; SSB's 3-year TSR of +29.9% against the peer median gap of -14.9pp is well below the 50pp trigger threshold, so no TSR flag applies, and his long banking tenure makes him well-qualified.
Davis has been a director since 2016 and the peer-group TSR underperformance gap of -14.9pp over three years is well below the 50pp threshold required to trigger a No vote for directors with strong positive absolute TSR; his deep technology and cybersecurity expertise is directly relevant to a modern regional bank.
Froetscher joined on January 1, 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; she brings relevant board and finance experience from Cboe Global Markets and prior banking roles.
Metz joined in July 2024, making her exempt from the TSR trigger under the 24-month new-director exemption; her legal, compliance, and risk management background is directly relevant to a regulated banking institution.
Page has served since 2020, but the peer-group TSR gap of -14.9pp over three years is far below the 50pp trigger threshold applicable to companies with strong positive absolute TSR; as the company's largest independent individual shareholder and a former banking executive, he is well-aligned with shareholder interests.
Pou has served since 2020 and the 3-year peer-group TSR gap of -14.9pp is well below the 50pp trigger threshold; his extensive retail and consumer credit experience provides useful oversight perspective.
Roquemore has served since 2022 and the peer TSR underperformance gap of -14.9pp over three years is well below the 50pp threshold; his long operational and financial management experience and historical knowledge of the company from prior board service are assets.
Salyers has served since 2020 and the peer-group TSR gap of -14.9pp does not come close to the 50pp trigger threshold; his expertise in customer experience and culture aligns well with the company's strategic priorities.
Sasse was appointed in October 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; his background in government, finance, and strategic advisory work adds breadth to the board.
Smith joined on January 1, 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; his investment management expertise and knowledge of the Texas banking market are directly relevant following the Independent Bank acquisition.
Snively has served since 2020 and the 3-year peer-group TSR gap of -14.9pp is well below the 50pp trigger threshold; his commercial finance background and agricultural/global business experience provide useful economic perspective.
All 14 director nominees receive a FOR recommendation. SSB's 3-year price return of +29.9% is strongly positive, and the company's 3-year TSR underperformance versus the proxy-disclosed compensation peer median is only -14.9 percentage points — well below the 50 percentage point threshold required to trigger a No vote when absolute TSR is above +20%. Five directors who joined in 2024 or 2025 are additionally exempt from the TSR trigger under the 24-month new-director rule. No overboarding, independence, attendance, familial-relationship-to-CEO, or qualifications concerns were identified across the slate.
Say on Pay
✓ FORCEO
John C. Corbett
Total Comp
$7,628,421
Prior Support
96%%
The prior-year Say on Pay vote received 96% shareholder support, well above the 70% threshold that would require visible remediation. The pay structure is heavily performance-based — approximately 81% of the CEO's 2025 compensation was variable and approximately 60% was tied to measurable performance conditions including tangible book value growth and relative return on tangible common equity, satisfying the policy's requirement that at least 50-60% of senior executive pay be performance-driven. While SSB's 3-year TSR of +29.9% trails the peer median by 14.9 percentage points, above-benchmark variable pay alongside positive absolute stock performance and strong reported 2025 operating results (13% EPS growth, record loan production, successful completion of the largest acquisition in company history) does not trigger the pay-for-performance misalignment flag under policy; the company also maintains a meaningful clawback policy compliant with SEC and NYSE rules and a broader supplemental clawback covering additional triggering events.
Auditor Ratification
✓ FORAuditor
Not disclosed in provided filing text
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table or auditor tenure disclosure; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without fee data the non-audit fee ratio trigger cannot be evaluated — accordingly the default FOR vote applies, with the absence of disclosed fee and tenure data noted as a minor negative factor that shareholders should monitor.
Overall Assessment
The 2026 SouthState Bank Corp annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR recommendation under the applicable policy screens. The director slate shows no TSR trigger violations given SSB's strong positive 3-year absolute return and a peer-group underperformance gap well below the 50-percentage-point threshold, the compensation program is predominantly performance-based with strong shareholder support history, and no stockholder proposals appear on the ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing