SouthState Corp Announces CEO Change and Board Updates

TL;DR

New CEO at SouthState Corp! Board shakeup too.

AI Summary

SouthState Corp announced on December 19, 2024, changes in its board of directors and executive compensation. Specifically, John F. Williams Jr. has been appointed as the new Chief Executive Officer, succeeding Robert R. Hill Jr. The company also reported on the election of new directors and adjustments to its compensatory arrangements for certain officers.

Why It Matters

A change in CEO and board composition can significantly impact a company's strategic direction, operational performance, and shareholder value.

Risk Assessment

Risk Level: medium — Leadership changes and executive compensation adjustments can introduce uncertainty and affect future company performance.

Key Players & Entities

• SouthState Corp (company) — Registrant
• John F. Williams Jr. (person) — Appointed Chief Executive Officer
• Robert R. Hill Jr. (person) — Succeeded as Chief Executive Officer
• December 19, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex

Filing Documents

• ssb-20241219x8k.htm (8-K) — 63KB
• ssb-20241219x8k001.jpg (GRAPHIC) — 12KB
• 0001558370-24-016390.txt ( ) — 218KB
• ssb-20241219.xsd (EX-101.SCH) — 3KB
• ssb-20241219_lab.xml (EX-101.LAB) — 15KB
• ssb-20241219_pre.xml (EX-101.PRE) — 10KB
• ssb-20241219x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 19, 2024, and in accordance with the terms and subject to the conditions of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 17, 2024, between the Company and Independent Bank Group., Inc. ("IBTX"), the Board of Directors (the "Company Board") of SouthState Corporation ("SouthState" or the "Company") unanimously approved the appointment of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (together, the "IBTX Directors") to the Company Board (as well as the board of SouthState Bank, N.A.), effective as of the effective time of the merger of IBTX with and into the Company, which is expected to occur on or about January 1, 2025. The intended appointment of Messrs. Brooks and Smith was agreed at the time of the signing of the Merger Agreement and included as a condition to the merger. It is anticipated that Messrs. Brooks and Smith and Ms. Froetscher will serve until the 2025 Annual Meeting, at which time the shareholders of the Company will be asked to elect each of them for a one-year term expiring as of the 2026 Annual Meeting. Mr. Brooks began his banking career in the early 1980s with a large regional bank and has been active in community banking since he led the investor group that acquired Independent Bank in 1988. Mr. Brooks has previously served as a board member of the Independent Bankers Association of Texas. He currently serves as Chairman of Capital Southwest Corporation, and previously served as the Chief Financial Officer at Baylor University from 2000 to 2004 and President of the Board of Trustees of the McKinney Independent School District for five years and on the McKinney City Council for four years and served for three years on both the McKinney

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHSTATE CORPORATION (Registrant) By: /s/ William E. Matthews, V William E. Matthews, V Senior Executive Vice President and Chief Financial Officer Dated: December 19, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR