David G. Ellison

About David G. Ellison

David G. Ellison, 75, is an independent director of Southern First Bancshares (SFST) who has served on the Board since 2001. He is currently a Wealth Management Advisor with Northwestern Mutual and retired as Managing Director in 2010 after 28 years in that role. He holds a B.A. from Furman University (1972) and an MBA from the Clemson–Furman program (1976). Ellison serves as Chair of SFST’s Risk Committee, bringing decades of financial and insurance-industry expertise and extensive nonprofit governance experience.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ellison is independent under NASDAQ standards; 12 of 13 directors are independent.
• Committee assignments: Risk Committee Chair; serves on the Board (parent and bank boards). 2024 meetings: Board (9), Risk (4).
• Attendance/engagement: All directors attended at least 75% of aggregate Board and committee meetings in 2024; all then-serving directors attended the 2024 annual meeting.
• Board leadership: The Chair is an independent director (James B. Orders III), with the CEO role separated; Audit, Compensation, and Nominating/Governance committees are entirely independent.
• Board refresh/declassification: Board transitioned from classified to annual elections; by 2026 the entire board will be elected annually.

Fixed Compensation

In 2024, SFST paid only cash retainers/meeting fees to non-employee directors; no other compensation was paid to directors.

Performance Compensation

• Equity for directors: None granted to non-employee directors in 2024; no outstanding director stock options at 12/31/2024.
• Performance metrics: The proxy does not disclose performance-based measures tied to director pay (structure is retainer/meeting-based, with chair uplifts).

Other Directorships & Interlocks

• Other public company boards: None disclosed for Ellison in his biographical profile.
• Committee interlocks: The proxy reports no compensation committee interlocks or Item 404 relationships for compensation committee members; Ellison is not listed as a compensation committee member.

Expertise & Qualifications

• Financial/industry: Decades of financial services and insurance experience; current Wealth Management Advisor; retired Managing Director at Northwestern Mutual.
• Risk oversight: Chair of SFST’s Risk Committee, which oversees credit, liquidity, market/earnings, operational, compliance/legal, strategic, and reputational risks (met 4 times in 2024).
• Education: B.A. (Furman), MBA (Clemson–Furman).
• Community leadership: Longstanding nonprofit governance roles in education and community organizations.

Equity Ownership

Additional alignment/policies:

• Ownership guidelines: The Board has not implemented stock ownership guidelines for directors/executives, though it periodically reviews ownership levels.
• Hedging/pledging: Hedging prohibited; pledging discouraged and requires preclearance.

Governance Assessment

Strengths

• Independent director with deep financial and insurance experience; Risk Committee Chair role aligns with oversight of key bank risk domains.
• Strong engagement indicators: all directors met attendance threshold; Board and committee independence and an independent Chair enhance oversight.
• Meaningful share ownership for a non-employee director (0.61%), providing alignment with shareholders.

Watch items / potential risks

• No director stock ownership guidelines; alignment relies on voluntary ownership (Ellison currently exceeds many small-cap norms by absolute shares but no formal requirement).
• Director compensation is cash-heavy (no routine equity for directors), which can weaken long-term alignment versus equity-based retainers common at peers.
• Tenure since 2001 may raise entrenchment/perceived independence concerns for some investors despite formal independence designation.

Conflicts and related-party exposure

• The proxy’s related-party section highlights a lease with another director; it does not disclose any related-party transactions involving Ellison.
• Insider trading policy restricts hedging and discourages pledging with preclearance; no pledging disclosure for Ellison.

Broader shareholder context

• Say-on-pay passed with 73.7% support in 2024; the company continues to refine pay programs, including clawback adoption in 2023—useful context for overall governance reception.

Other Directorships & Interlocks

Board Governance (Detail)

Fixed Compensation (Detail)

Performance Compensation (Detail)

Equity Ownership (Detail)

• Beneficial ownership of Ellison: 49,876 shares; 0.61% of outstanding; no “Right to Acquire” via options within 60 days is listed for Ellison.
• Shares pledged: Only another director (Cothran) is footnoted for pledging; no pledge footnote for Ellison.

Expertise & Qualifications (Detail)

Governance Signals for Investors

• Positive: Independent Chair structure, fully independent key committees, clear risk oversight via dedicated Risk Committee chaired by Ellison, strong attendance, and explicit anti-hedging/pledging policy.
• Caution: Absence of director stock ownership guidelines and cash-centric director compensation may dilute long-term alignment; long tenure requires continued demonstration of objective oversight.