Leighton M. Cubbage
About Leighton M. Cubbage
Leighton M. Cubbage, age 72, has served as an independent director of Southern First Bancshares, Inc. since 1999. He is co-founder and chairman of Allie Capital and Serrus Capital Partners (private real estate investment firms); previously co-founder, president, and COO of Corporate Telemanagement Group (1989–1995). He holds a B.A. in Political Science from Clemson University (1977) and completed UNC Chapel Hill’s Advanced Management Program (1993) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporate Telemanagement Group (Greenville, SC) | Co-founder, President & COO | 1989–1995 | Technology and corporate management leadership |
| Allie Capital | Co-founder & Chairman | Not disclosed | Private real estate investment management |
| Serrus Capital Partners | Co-founder & Chairman | Not disclosed | Private real estate investment management |
| Greenville Hospital System | Chairman, Board of Trustees | Not disclosed | Regional healthcare governance |
| Greenville Technical College Foundation | Board member | Not disclosed | Community/education governance |
| Greenville Chamber of Commerce | Board member | Not disclosed | Community/business leadership |
| Clemson Spiro College of Entrepreneurship | Board member | Not disclosed | Entrepreneurship education oversight |
| Homes of Hope | Board member | Not disclosed | Community development oversight |
| South Carolina Venture Capital Authority | Chairman (appointed by Governor) | Not disclosed | State-level venture capital leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Allie Capital | Co-founder & Chairman | Private | Real estate investing |
| Serrus Capital Partners | Co-founder & Chairman | Private | Real estate investing |
| Greenville Hospital System | Chair, Board of Trustees | Non-profit | Healthcare governance |
| Greenville Technical College Foundation | Board member | Non-profit | Education foundation governance |
| Greenville Chamber of Commerce | Board member | Non-profit | Business community leadership |
| Clemson Spiro College of Entrepreneurship | Board member | Academic | Entrepreneurship education |
| Homes of Hope | Board member | Non-profit | Community development |
| South Carolina Venture Capital Authority | Chairman | State authority | Appointed leadership |
No other current public company directorships are disclosed for Mr. Cubbage in the proxy .
Board Governance
- Independence: The Board determined Mr. Cubbage is independent under NASDAQ rules .
- Committee memberships (2024 activity and composition):
- Audit Committee member (committee met 6 times in 2024; chairs: Andrew B. Cajka; audit committee financial experts: Terry Grayson‑Caprio and Anna T. Locke) .
- Compensation Committee member (committee met 2 times in 2024; chair: Anne S. Ellefson) .
- Attendance: The Board and Bank boards each met 9 times in 2024; all directors attended at least 75% of aggregate board and applicable committee meetings, and all directors were present at the 2024 Annual Meeting .
- Board structure: Independent Chairman (James B. Orders, III); separate CEO and Chair roles; majority independent Board; Audit, Compensation, and Nominating & Corporate Governance committees composed exclusively of independent directors .
Fixed Compensation
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Monthly cash retainer | $2,500 per month | $30,000 |
| Meeting fees | $1,200 per Board/committee meeting attended | Included in total |
| Chair premium | +$500 per meeting for chairs (not applicable to Cubbage) | n/a |
| Total fees paid (2024) | Director-specific total cash fees | $50,400 (Leighton M. Cubbage) |
Notes:
- Non-employee directors received cash compensation only; no other compensation reported for directors in 2024 .
- There were no outstanding stock options held by non-employee directors at year-end 2024 .
Performance Compensation
| Instrument | Grant detail | Vesting | 2024 Status |
|---|---|---|---|
| Equity awards to non-employee directors | Not disclosed/granted | n/a | No director equity awards disclosed; no director options outstanding |
Company-wide incentive policies include an Incentive Compensation Recovery Policy (clawback) adopted Nov. 21, 2023 for officers, triggered by “Big R” and “little r” restatements; this policy is not described as applying to non-employee directors’ cash retainers .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Allie Capital; Serrus Capital Partners | Chairman (private real estate) | Private investment roles; no disclosed transactions with SFST |
| Community/academic boards (see above) | Board roles | Non-profit/governmental roles; no conflicts disclosed |
No Item 404 related-party transactions disclosed for Mr. Cubbage; compensation committee members (including Cubbage) had no relationships requiring Item 404 disclosure in 2024 . A land lease exists with a company owned by director Mark A. Cothran (market terms), but not with Mr. Cubbage .
Expertise & Qualifications
- Leadership and entrepreneurship: Co-founder/chairman roles; prior COO/President experience .
- Technology and corporate management knowledge highlighted in biography .
- Board Skills Matrix indicates breadth across entrepreneurship, CEO experience, strategy development, service excellence, community support, HR/human capital, risk management, and information technology for the Board generally; committee financial experts are identified for Audit (not Cubbage) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | % Beneficial Ownership |
|---|---|---|---|
| Leighton M. Cubbage | 51,803 | 0 | 0.63% (based on 8,169,163 shares outstanding) |
Policies:
- Hedging prohibited; pledging discouraged and requires preclearance .
- Stock ownership guidelines: Board has not implemented formal stock ownership guidelines for directors and NEOs; Board believes interests are aligned via existing ownership .
Governance Assessment
- Committee influence and effectiveness: As a member of both Audit and Compensation, Cubbage participates in oversight of financial reporting, internal controls, and executive pay—key levers of governance quality. Audit reaffirmed auditor independence and recommended inclusion of audited financials in the 2024 Form 10‑K; Compensation operates under a charter, met twice in 2024, and oversees risk in pay design .
- Independence and engagement: Independent status, majority independent committees, separate Chair/CEO roles, and documented attendance support board effectiveness and investor confidence .
- Alignment and incentives: Director pay is modest, meeting/retainer based, with no equity grants to directors and no options outstanding—limiting performance linkage but also reducing pay-related conflicts. Board lacks formal director ownership guidelines, a governance gap mitigated by Cubbage’s 0.63% stake and firm hedging restrictions .
- Shareholder signals: 2024 Say-on-Pay passed with 73.7% support—adequate but leaves room for continued engagement on pay-for-performance; clawback in place (officers), and Board moving to full annual elections (declassification) starting 2026—positive governance trajectory .
- Conflicts/RED FLAGS: No related-party transactions disclosed for Cubbage; policies require preclearance and discourage pledging; a separate lease with another director (Cothran) on market terms. RED FLAG: absence of formal stock ownership guidelines for directors (though ownership and prohibitions help alignment) .
Overall, Mr. Cubbage presents as a long-tenured independent director with entrepreneurial and operational expertise, active roles on Audit and Compensation, solid attendance, meaningful personal share ownership, and no disclosed conflicts—supportive of board effectiveness and investor confidence, with the main governance gap being a lack of formal director ownership guidelines .