James B. Orders, III
About James B. Orders, III
James B. Orders, III (age 72) is an independent director and Chairman of the Board of Southern First Bancshares (SFST) since 1999, with a career background in manufacturing and national sales leadership . He served as President of Park Place Corporation (1986–2014), a mattress manufacturer, and attended Clemson University (1970–1974) . His credentials include past presidencies and board roles in industry associations and regional civic organizations, underscoring leadership, operating, and market knowledge relevant to SFST’s footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Place Corporation | President | 1986–2014 | Led manufacturing and national wholesale sales strategy |
| Cox Industries, Inc. (private) | Board Member; Board Chairman | Prior role (dates not specified) | Governance leadership in industrial products |
| International Sleep Products Association | Past President | Not disclosed | Industry influence and policy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Downtown Rotary Club | Past President | Not disclosed | Community leadership |
| Greenville National Bank | Advisory Board Member | Prior to 1998 | Local banking market insight |
| Carolina First Bank | Advisory Board Member | Not disclosed | Regional banking advisory experience |
Board Governance
- Role: Independent Chairman of the Board (separate from CEO), supporting independent oversight and maximizing board effectiveness .
- Independence: Determined independent under NASDAQ standards; one of 12 independent directors (of 13) in 2025 .
- Committee Assignments (2024 activity and composition):
- Audit Committee: Member; six meetings in 2024 .
- Nominating & Corporate Governance Committee: Member; two meetings in 2024 .
- Compensation Committee: Member; two meetings in 2024 .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in 2024; all directors present at the 2024 Annual Meeting . In 2023: same ≥75% attendance and presence at the annual meeting .
- Board Structure: Declassification in progress; all directors elected annually beginning 2026; eight nominees elected to one-year terms in 2025 .
| Governance Item | 2024 Status | Evidence |
|---|---|---|
| Chairman independence | Independent chair (Orders) | |
| Committee membership (Orders) | Audit; Nominating; Compensation | |
| Meetings held | Board 9; Audit 6; Nominating 2; Compensation 2 | |
| Attendance | ≥75% for all directors; all present at annual mtg | |
| Board declassification | Transition to annual elections completed by 2026 |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Monthly cash retainer | $2,500 | $2,500 | All non-employee directors |
| Per meeting fee (board/committee) | $1,200 | $1,100 | Each meeting attended |
| Chair premium per meeting | $500 | $500 | Board and committee chairs |
| Total cash fees – Orders | $57,300 | $54,300 | No other director comp disclosed |
Performance Compensation
- Directors received cash retainers and meeting fees; “none of our non-employee directors received any other compensation” (no equity awards or performance-linked pay disclosed) . | Performance Metric | Status | Evidence | |---|---|---| | Equity awards (RSUs/Options) to non-employee directors | None disclosed | | | Performance metrics tied to director comp | None disclosed | | | Director ownership guidelines | No formal guidelines for directors | |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Orders in SFST proxies .
- Compensation Committee Interlocks: None; committee members (including Orders) had no relationships requiring Item 404 disclosure .
- Shared directorships/conflicts: No related-party transactions disclosed involving Orders; aggregate director/officer loans were $25.1mm at 12/31/2024, reviewed under standard policies, not identifying specific borrowers .
Expertise & Qualifications
- Leadership and operating experience in manufacturing and national sales; community ties across SFST’s markets .
- Board leadership as independent Chair; committee service spanning audit, compensation, and governance .
- Board skills matrix highlights broad strategy and entrepreneurship across the board (matrix summarized at the board level) .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (60 days) | Beneficial Ownership % | Notes |
|---|---|---|---|---|
| James B. Orders, III | 57,007 | - | 0.70% | No pledged shares disclosed for Orders (pledging example disclosed for another director) |
| Anti-hedging/pledging policy | Hedging prohibited; pledging discouraged and requires preclearance | - | - | Insider Trading Policy terms |
Governance Assessment
- Strengths: Independent Chairman; fully independent key committees; consistent attendance; evolving to annual director elections; clear anti-hedging/pledging policy; transparent director cash fee structure .
- Alignment: Personal share ownership (57,007; 0.70%) supports skin-in-the-game; no equity-linked director pay minimizes short-term incentives .
- Potential red flags: None specific to Orders disclosed; related-party transactions noted for another director (real estate lease) and aggregate director/officer lending managed under standard policies and approvals .
- Shareholder sentiment: 2025 say-on-pay supported (5,540,020 for vs 1,069,591 against); annual say-on-pay frequency reaffirmed (majority “One Year”) .