Darrin Goss, Sr.
About Darrin Goss, Sr.
Darrin Goss, Sr. was appointed as a Director of Southern First Bancshares (SFST) effective June 1, 2025. He serves as President & CEO of Coastal Community Foundation (Charleston, SC) since 2016, and previously held leadership roles at United Way organizations, Wofford College, and Sunoco; he is a U.S. Army veteran with a bachelor’s degree from Wofford College and a master’s degree from North Greenville University . Initial SEC ownership filing shows a grant of 485 RSUs vesting one year from grant, indicating time-based equity alignment upon board entry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Area United Way (Baton Rouge) | President & CEO | Prior to 2016 | Led community impact initiatives |
| United Way of Greenville County | VP of Community Impact | Prior to 2016 | Regional community programs leadership |
| Wofford College | Assistant Dean of Students; Director of Career Services | Prior to 2016 | Student/career services leadership |
| Sunoco | Training & Development Consultant | Prior to 2016 | Corporate training/development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coastal Community Foundation (Charleston, SC) | President & CEO | 2016–present | Regional philanthropic leader |
Board Governance
- Appointment date: June 1, 2025 .
- Independence: Not explicitly disclosed in 2025 proxy; SFST states a majority-independent board and all Audit, Compensation, and Nominating committees are comprised exclusively of independent directors under NASDAQ rules .
- Committee assignments: Not disclosed for Goss as of the 2025 proxy (filed April 7, 2025). Existing committee structure and chairs (2024 activity) are: Audit (Chair: Cajka), Risk (Chair: Ellison), Nominating (Chair: Grayson-Caprio), Compensation (Chair: Ellefson) .
- Attendance baseline: In 2024, all directors attended at least 75% of board/committee meetings; all then-serving directors attended the 2024 Annual Meeting (pre-dates Goss’s appointment) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Monthly cash retainer | $2,500 | Paid to non-employee directors (2024 policy) |
| Meeting fee (board/committee) | $1,200 per meeting | Chairs receive an additional $500 per meeting (2024 policy) |
Director cash fee policy reflects 2024 practice disclosed in 2025 proxy; specific fees paid to Goss for partial 2025 service were not disclosed in the proxy cycle .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | Jun 1, 2025 | 485 | One-year cliff (vests Jun 1, 2026) | None disclosed; time-based vesting |
No director performance metrics (e.g., TSR, financial KPIs) were tied to Goss’s RSU grant in the Form 3 filing; SFST prohibits hedging and discourages pledging with preclearance requirements .
Other Directorships & Interlocks
- Public company boards: None disclosed in appointment communication .
- Notable network linkage: SFST CEO Art Seaver has past leadership with United Way of Greenville County, and Goss previously served there—creating a non-profit network interlock that may facilitate information flow but is not a related-party transaction per proxy disclosures .
- Related-party transactions: The 2025 proxy lists related-party items not involving Goss (e.g., Cothran land lease); Goss joined after proxy record date and no transactions involving him are disclosed .
Expertise & Qualifications
- Community impact leadership (foundation CEO), non-profit governance, stakeholder engagement .
- Education: B.A., Wofford College; Master’s degree, North Greenville University .
- Military service: U.S. Army veteran .
Equity Ownership
| Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|
| Common Stock (RSUs) | 485 | Direct (D) | RSU grant on Jun 1, 2025; vests in one year |
- Shares outstanding baseline: 8,169,163 (record date March 21, 2025) . Approximate ownership percentage at grant: ~0.006% (485 / 8,169,163) .
- Hedging/Pledging: Company prohibits hedging; pledging discouraged and requires preclearance .
- Stock ownership guidelines: SFST does not have formal stock ownership guidelines for directors; board periodically reviews ownership alignment .
Governance Assessment
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Signals supportive of investor confidence:
- Addition of a community-focused leader aligns with SFST’s market/community strategy and ESG oversight under Nominating & Corporate Governance purview .
- Time-based RSU grant supports alignment without introducing complex performance accounting; hedging prohibited, pledging discouraged .
- Majority-independent board with committees composed entirely of independent directors .
-
Watch items / potential weaknesses:
- Independence and committee assignments for Goss not disclosed in the 2025 proxy cycle due to post-proxy appointment; investors should monitor subsequent filings for committee placement and any designation as “financial expert,” if applicable .
- SFST lacks formal director stock ownership guidelines, which can be viewed as a weaker alignment practice vs peers; ongoing board review noted .
- Section 16 compliance note: Goss’s Form 3 remarks indicate filing delays due to obtaining SEC codes, later corrected—administrative rather than substantive, but worth monitoring for timely future filings .
-
Red flags: None disclosed specific to Goss. No related-party transactions or pledging associated with Goss; board policy restricts speculative trading behavior .
Insider Filings
| Form | Filing Date | Key Details |
|---|---|---|
| Form 3 | Jun 17, 2025 | Initial statement of beneficial ownership; 485 RSUs granted on Jun 1, 2025, one-year vest; notes administrative delay in obtaining SEC codes . |
Board Context (for benchmarking)
- 2024/2025 governance practices: Majority independent board; separate Chair (Orders) and CEO; robust risk oversight across Audit and Risk Committees including cybersecurity reporting; annual Say-on-Pay cadence .
- Say-on-Pay: 2024 approval 73.7% .
- Clawback policy: Adopted Nov 21, 2023 per SEC/NASDAQ rules; applies to erroneously awarded incentive-based compensation .
Sources:
- Appointment press release (PRNewswire): https://www.prnewswire.com/news-releases/southern-first-announces-three-new-appointments-to-board-of-directors-302469591.html
- Form 3 (Initial Ownership): Darrin Goss, Sr.
- Proxy Statement (DEF 14A, Apr 7, 2025): Board independence and committees ; Attendance ; Director cash compensation policy ; Insider trading/hedging/pledging policies and ownership guidelines ; Say-on-Pay 2024 results ; CEO Seaver prior United Way role .