Christian J. Zych
About Christian J. Zych
Christian J. Zych, 54, has served as Chief Financial Officer of Southern First Bancshares, Inc. and Southern First Bank since May 2024, bringing 30+ years in banking with expertise in corporate strategy, M&A execution, investor relations, FP&A, budgeting, and capital planning; he holds an MBA from Wake Forest University and a Bachelor’s in Finance from Bentley University . Company performance context: net income was $15.53 million in 2024; cumulative TSR (value of a $100 investment) was 112.45 in 2024; tangible book value grew 4.76% in 2024 .
Company Performance Snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | $29,115 | $13,426 | $15,530 |
| TSR (Value of $100 initial) | $107.67 | $87.31 | $112.45 |
| Tangible Book Value Growth (%) | 4.82% | 5.09% | 4.76% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Community Bank | Director, Corporate Development & Investor Relations | 2014–Apr 2024 | Led corporate strategy, M&A identification/negotiation, investor relations, capital planning/strategy |
| United Community Bank | Director, Mergers & Acquisitions & Management Reporting | 2014–2018 | Led FP&A, budgeting, forecasting, internal reporting (execution discipline and performance management) |
External Roles
- No external public-company board roles disclosed in the 2025 proxy biography .
Fixed Compensation
| Component | 2024 (Actual) | 2024 (Annualized Policy) | 2025 (as of Mar 15) |
|---|---|---|---|
| Base Salary | $203,000 | $310,000 (annual rate; started May 6, 2024) | $319,300 (current annual rate) |
| Cash Bonus (Annual Discretionary) | $80,000 | n/a | n/a |
| Perquisites | — | Automobile allowance (ongoing) | Automobile allowance (ongoing) |
| All Other Compensation | $19,510 | — | — |
The executive bonus is discretionary under the short-term incentive plan; committee evaluates multiple measures subjectively rather than fixed targets .
Performance Compensation
Annual Incentive Design (qualitative framework)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Net income | Subjective (no fixed %) | Not fixed | Committee evaluation | $80,000 bonus for 2024 | Used among several company-wide measures |
| Retail deposit growth | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Loan growth | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Loan charge-offs % | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Average non-performing assets ratio | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Net interest margin | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Talent acquisition | Subjective | Not fixed | Committee evaluation | Included in bonus determination | |
| Compliance scores | Subjective | Not fixed | Committee evaluation | Included in bonus determination |
2024 Equity Grants
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (time-based) | May 21, 2024 | 2,000 | $58,400 | Vests ratably over four years (time-based; committee discretion) |
Outstanding/Unvested Equity (as of Dec 31, 2024)
| Award Type | Unvested Shares | Market Value |
|---|---|---|
| Restricted Stock | 2,000 | $79,500 |
Company favored restricted stock/RSUs in 2024 and issued no stock options to NEOs that year .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Direct/Indirect) | 2,000 shares |
| Ownership as % of Shares Outstanding | 0.02% (based on 8,169,163 shares) |
| Options (Exercisable / Unexercisable) | None reported |
| Unvested Stock Awards | 2,000 shares; market value $79,500 |
| Hedging/Pledging Policy | Hedging prohibited; pledging discouraged and requires preclearance |
| Pledging Status (Zych) | No pledge footnote indicated for Zych |
| Stock Ownership Guidelines | No formal guidelines for directors/NEOs; board periodically analyzes ownership |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Renewable agreement; as of Dec 31, 2024, CFO agreement renews annually on Jan 31 so remaining term is two years |
| Current Base Salary | $319,300 (as of Mar 15, 2025) |
| Start Date | May 6, 2024 |
| Non-Compete / Non-Solicit | 12 months post-termination; non-compete within 30 miles of any office; non-solicit clients with whom he had contact; non-solicit employees |
| Severance (no cause) | 12 months of current monthly salary plus accrued bonus; equity awards/options vest immediately |
| Change-in-Control (Double Trigger) | Two times current monthly salary over 12 months plus accrued bonus; immediate vesting of incentives; 18 months continuation of health insurance (employee pays active employee share) |
| Clawback Policy | Incentive Compensation Recovery Policy effective Nov 21, 2023; recovery of erroneously awarded incentive comp after “Big R” or “little r” restatements, regardless of misconduct |
| Retirement/SERP | No salary continuation (SERP) agreement for Zych |
| Perquisites | Monthly automobile allowance |
Potential Payments Upon Termination (Zych)
| Scenario | Salary | Bonus | Medical Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination without cause | $310,000 | $80,000 | — | $79,500 | $469,500 |
| Good reason or no cause after change in control (double trigger) | $620,000 | $80,000 | $15,797 | $79,500 | $795,297 |
Compensation Structure Analysis
- Shift toward time-based restricted stock (no options granted in 2024), lowering performance-risk sensitivity vs PSUs or options .
- Annual bonus determined subjectively across multiple performance dimensions; no disclosed target bonus percentage or fixed targets for NEOs .
- No excise tax gross-ups; double-trigger change-in-control provisions align with governance best practices .
- No formal stock ownership guidelines for NEOs; board relies on periodic review—potentially weaker formal alignment standard .
Related Party Transactions and Pledging
- Insider trading policy prohibits hedging; pledging discouraged and requires preclearance . No pledge disclosure for Zych; one director (Mark A. Cothran) disclosed 47,000 shares pledged (not Zych) .
Risk Indicators & Red Flags
- Hedging prohibited; pledging requires approval, reducing misalignment risk .
- No stock ownership guidelines may dilute formal alignment expectations .
- CFO transition risk: prior CFO resigned effective March 29, 2024 before Zych’s appointment in May 2024, indicating succession/transition dynamics in the finance function .
Compensation Committee Analysis
- Committee members: Ms. Ellefson; Messrs. Cubbage, Hooper, Johnstone, Maner, Orders; committee reviewed CD&A and recommended inclusion in the proxy .
- External consultant McLagan (2021): provided peer group recommendations and program design input; committee did not perform formal benchmarking to that peer group, relying on broader industry surveys .
- Program governance: pay-for-performance focus, capped payouts, no repricing of underwater options in the 2020 plan, annual say-on-pay, no excise tax gross-ups .
Investment Implications
- Alignment: Zych’s direct ownership is modest (0.02%), with time-based RSUs vesting over four years; absence of formal ownership guidelines softens alignment despite hedging prohibitions .
- Retention/M&A optionality: Two-year rolling agreement with double-trigger 2x salary severance and immediate vesting under change-in-control provides retention protection yet creates clear economics in an acquisition scenario .
- Incentive sensitivity: Discretionary, multi-metric annual bonus and time-based RSUs suggest lower direct linkage to specific financial targets; watch committee’s qualitative calibration and any evolution toward PSUs or quantified targets .
- Execution profile: Deep M&A/IR/FP&A background supports value creation in balance sheet, capital strategy, and investor communication; monitor continuity post CFO transition and progress on net income/TSR/TBV trends highlighted in pay-versus-performance disclosures .