Jennifer S. Cluverius
About Jennifer S. Cluverius
Jennifer S. “Jennie” Cluverius was appointed as an independent, non‑employee director of Southern First Bancshares, Inc. (SFST) effective June 1, 2025, and serves on the Compensation Committee . She is a Shareholder at Maynard Nexsen, PC, sits on the firm’s Board of Directors, and chairs its Labor & Employment Practice Group; she is a South Carolina Supreme Court Certified Specialist in Labor & Employment Law with a B.A. from Clemson University and a J.D. from the University of South Carolina School of Law . Tenure on the SFST board began in 2025; age is not disclosed by SFST.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maynard Nexsen, PC | Shareholder; Board of Directors; Chair, Labor & Employment Practice | Not disclosed | Certified Specialist in Employment & Labor Law; leads investigations and employer advisory work |
| Maynard Nexsen, PC (formerly Nexsen Pruet) | Employment/Labor litigator and counselor | Not disclosed | Advises across ADA, ADEA, FLSA, FMLA, Title VII, NLRA matters; trusted internal investigator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Happy Wheels, Inc. | Board of Directors; President | 2013–Present (per firm bio) | Non‑profit leadership; community engagement |
| SC Bar; Spartanburg & Greenville County Bar | Member | Not disclosed | Professional affiliations |
| SC Women Lawyers’ Association | Member | Not disclosed | Professional network |
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Director, SFST and Southern First Bank; appointed June 1, 2025 |
| Committees | Compensation Committee (member) |
| Committee chairs (board-wide) | Compensation Committee Chair: Anne S. Ellefson; all standing committees comprised exclusively of independent directors |
| Independence | New directors are non‑employees; SFST committees are composed solely of independent directors under NASDAQ standards |
| Board/committee activity (2024) | Board met 9x; Audit 6x; Risk 4x; Nominating & Corporate Governance 2x. All then‑serving directors attended ≥75% of aggregate meetings; directors encouraged to attend annual meeting |
| Board leadership | Independent Chairman (James B. Orders III); CEO and Chair roles separated |
| Cyber/enterprise risk oversight | Audit oversees financial reporting/internal controls; Risk oversees capital, credit, market, liquidity, compliance, operational, strategic, and reputation risks |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Monthly cash retainer | $2,500 per month | Non‑employee directors |
| Meeting fees | $1,200 per board/committee meeting attended | Attendance-based |
| Chair premium | +$500 per meeting for board/committee chairs | Role-based |
| Equity compensation for directors | Not standard; no outstanding stock options held by non‑employee directors as of 12/31/2024 | Director comp is primarily cash |
Performance Compensation
| Metric/Instrument | Terms | Status |
|---|---|---|
| Annual director equity grants | Not disclosed for directors; 2024 non‑employee directors held no options outstanding | No performance equity disclosed for directors |
| Clawback policy (executives) | Incentive Compensation Recovery Policy (effective Nov 21, 2023) triggers for “Big R” and “little r” restatements | Governance safeguard (executive pay) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | SFST’s 8‑K states no related‑party transactions reportable under Item 404 for Ms. Cluverius upon appointment |
| SFST Compensation Committee (board-wide disclosure) | Member | Compensation | 2024 Compensation Committee members had no interlocks/insider participation requiring Item 404 disclosure |
Expertise & Qualifications
- Certified Specialist in Labor & Employment Law (SC Supreme Court) with deep employer advisory and investigations experience; chairs a major practice group and serves on her firm’s Board .
- Background as a trial lawyer and counselor across ADA, ADEA, FLSA, FMLA, Title VII, NLRA, trade secrets, and wrongful termination matters; frequent investigator for sensitive workplace issues .
- SFST cited her as a trusted legal adviser and critical thinker adding valuable board perspective .
Equity Ownership
- SFST’s beneficial ownership table (as of March 15, 2025) does not list Ms. Cluverius, reflecting her appointment effective June 1, 2025 .
- SFST has not implemented stock ownership guidelines for directors or named executive officers; board believes personal financial interests are aligned, and prohibits hedging with pledging discouraged and subject to preclearance .
Compensation Committee Analysis
- Composition change: Ms. Cluverius joined the Compensation Committee effective June 1, 2025 . 2024 committee chair: Anne S. Ellefson .
- Use of independent compensation consultant: McLagan (Aon) engaged in 2021; assessed as independent; services included peer group recommendations, competitiveness review, and incentive program design commentary .
- Committee independence/conflicts: 2024 Compensation Committee members had no relationships requiring Item 404 disclosure; all members were independent .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Approval of NEO compensation (Say‑on‑Pay) | 5,540,020 | 1,069,591 | 27,678 | 746,180 |
| Frequency of Say‑on‑Pay | “One Year” 6,262,557 | “Two Years” 405 | “Three Years” 364,168 | Abstain 10,159 |
Related‑Party Transactions (Board Context)
- No arrangements or related‑party transactions for Ms. Cluverius at appointment under Item 404(a) .
- The Bank maintains a land lease with a company owned by Director Mark A. Cothran; monthly payments $9,026, deemed market‑based by the Bank .
Risk Indicators & RED FLAGS
- No director stock ownership guidelines implemented; alignment relies on existing holdings and policies (potential governance weak point) .
- Hedging prohibited, pledging discouraged and requires preclearance; one director (Mark A. Cothran) has 47,000 shares pledged—pledging is a board‑level risk indicator even if precleared (not tied to Cluverius) .
- Positive signals: independent Chair structure ; committees comprised solely of independent directors ; clawback policy adopted ; robust risk oversight framework .
Governance Assessment
- Board effectiveness: Cluverius adds legal and employment‑risk expertise to the Compensation Committee, strengthening oversight of incentive structures and workforce risk management .
- Conflicts: No related‑party exposure disclosed for her at appointment; committee independence and absence of interlocks in prior year are positives .
- Alignment: Director comp is cash‑based with no standard equity grants; absence of director ownership guidelines is a gap. However, hedging bans and pledging controls mitigate some alignment risks .
- Engagement: 2025 shareholder votes show strong support for annual Say‑on‑Pay; Board declassification continues and independent Chair structure supports accountability .