Andrew B. Cajka, Jr.
About Andrew B. Cajka, Jr.
Andrew B. Cajka, Jr., 65, is an independent Class III director of Southern First Bancshares, serving since 1999. He is the founder and president of Southern Hospitality Group, LLC, and previously was a managing member at Hyatt Hotels Corporation (1986–1998). Cajka holds a 1982 bachelor’s degree from Bowling Green State University and was named a 2022 Honorary Alumnus of Clemson University and 2020 South Carolina Hotelier of the Year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | Managing Member | 1986–1998 | Hospitality operations leadership experience |
| Southern Hospitality Group, LLC | Founder & President | Not disclosed | Private hotel management/development expertise |
External Roles
| Organization | Role | Notes/Impact |
|---|---|---|
| Clemson University Research Foundation | Past Chairman | Higher-ed research governance |
| One Spartanburg Chamber | Executive Member | Regional business leadership |
| Spartanburg Tourism Council | Chairman | Tourism oversight |
| Greenville County Research & Technology Development | Past Chairman | Local innovation/economic development |
| Visit Greenville SC; Convention & Visitors Bureau | Past Chairman | Regional tourism promotion |
| Greenville Tech Hospitality Board | Past Chairman | Workforce/industry liaison |
| St. Joseph’s High School | Past Vice Chairman | Education governance |
| BMW Charity Golf Tournament | Board Member | Community engagement |
| Urban League; Upstate Red Cross; Metropolitan Arts Council; Thornblade Board of Governors | Board Member | Community/nonprofit governance |
| Greenville Chamber of Commerce | Prior Board; Past President, Downtown Area Council | Business community leadership |
| Greenville Hospital Foundation; Children’s Hospital | Past Chairman | Healthcare philanthropy/governance |
Board Governance
- Independence: The board determined Cajka is independent under NASDAQ listing standards .
- Committee assignments and chair roles: Audit Committee Chair; member of Risk Committee and Nominating & Corporate Governance Committee; not on Compensation Committee .
- Meeting attendance: In 2024, the board met 9 times; all directors attended at least 75% of board and committee meetings and all attended the 2024 Annual Meeting .
- Board leadership structure: Independent Chairman (James B. Orders, III) and CEO roles separated, with majority-independent board and all key committees composed solely of independent directors .
| Committee | 2024 Meetings | Role | Independence |
|---|---|---|---|
| Audit | 6 | Chair | Yes |
| Risk | 4 | Member | Yes |
| Nominating & Corporate Governance | 2 | Member | Yes |
| Compensation | 2 | Not a member | N/A |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Monthly director retainer | $2,500 | 2024 policy |
| Per board/committee meeting fee | $1,200 | 2024 policy |
| Chair premium per meeting | $500 | 2024 policy |
| 2024 cash fees – Andrew B. Cajka | $58,200 | Paid in cash; no other compensation disclosed |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Equity grants to non-employee directors (RSUs/PSUs) | Not disclosed | Director compensation described as cash fees only in 2024 |
| Outstanding stock options (non-employee directors) at 12/31/2024 | None | Non-employee directors held no outstanding options |
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | % of Class | Pledged as Collateral |
|---|---|---|---|---|
| Andrew B. Cajka, Jr. | 11,901 | — | 0.15% | None disclosed (pledge footnote applies to M. Cothran) |
- Stock ownership guidelines: The board has not implemented formal stock ownership guidelines for directors or NEOs; it periodically analyzes ownership and believes interests are aligned .
- Hedging/pledging: Hedging prohibited; pledging/margin discouraged and requires preclearance .
Other Directorships & Interlocks
- Experience indicator: The board skills matrix indicates Cajka has experience with “Other Public Company Boards,” but specific company names are not disclosed .
Expertise & Qualifications
- Entrepreneurship, CEO Experience, Strategy Development, Capital Acquisition & Management .
- Service Excellence, Community Support, HR/Human Capital .
- Risk Management; experience on other public company boards .
Governance Assessment
- Strengths: Independent status, Audit Committee chair role, and service on Risk and Nominating committees signal strong governance involvement and oversight breadth . 2024 attendance thresholds met across directors and presence at annual meeting indicate engagement . Independent chairman and fully independent audit/compensation/nominating committees support board effectiveness .
- Compensation structure: Director pay is cash-based with meeting and chair fees; no equity grants disclosed, reducing potential conflicts tied to short-term stock incentives but limiting direct pay-for-performance alignment for directors .
- Ownership alignment and policies: Personal share ownership (0.15%) provides some alignment; formal ownership guidelines are absent, but hedging is prohibited and pledging is constrained via preclearance, mitigating misalignment risks .
- Conflicts/related-party exposure: No Cajka-specific related-party transactions disclosed; aggregate insider-affiliate loans are reviewed under standard policies, and directors with personal interests must recuse themselves . A separate land lease exists with another director (M. Cothran) at market terms; no similar arrangement is disclosed for Cajka .
- Investor signals: 2024 Say-on-Pay received 73.7% support; the board adopted an incentive compensation recovery (clawback) policy effective November 21, 2023, and prohibits hedging, aligning with governance best practices .
- Structural improvements: Board declassification transition to annual elections continues, enhancing accountability .