Mark A. Cothran
About Mark A. Cothran
Mark A. Cothran, 67, has served as a director of Southern First Bancshares, Inc. since 1999. He is president and owner of Cothran Properties, LLC (real estate development) and Cothran Homes, LLC (residential homebuilding), active in Greenville, SC real estate since 1986; he holds a bachelor’s degree in finance and banking from the University of South Carolina (1980) and is a licensed real estate broker in South Carolina . His biography highlights NAIOP leadership roles (past chairman), and service on boards including the Greenville Chamber of Commerce, its Economic Development Board, the Advisory Board of Greenville National Bank, General Wholesale Distributors, Inc., and Long Focus Capital Management, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cothran Properties, LLC | President & Owner | Not disclosed; active in real estate since 1986 | Real estate development expertise in core markets |
| Cothran Homes, LLC | President & Owner | Not disclosed | Residential homebuilding operations |
| NAIOP (National Association of Industrial and Office Properties) | Past Chairman; Tax & Legislative Committee; National Business Park Forum | Not disclosed | Policy/industry leadership |
| Greenville National Bank | Advisory Board Member | Not disclosed | Banking market insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenville Chamber of Commerce | Director | Not disclosed | Community/economic development |
| Greenville Chamber Economic Development Board | Director | Not disclosed | Regional growth strategy |
| General Wholesale Distributors, Inc. | Director | Not disclosed | Corporate governance |
| Long Focus Capital Management, LLC | Director | Not disclosed | Investment governance |
No current public-company directorships are disclosed in SFST’s proxy biography for Mr. Cothran .
Board Governance
- Independence: The board determined Mr. Cothran was not independent in 2024 , but independent in 2025 after re-evaluation under NASDAQ criteria (12 of 13 directors, including Cothran, determined independent) .
- Committee assignments (2024 activity): Member, Risk Committee (4 meetings; chair: Ellison) ; not a member of Audit, Nominating & Corporate Governance, or Compensation committees per composition chart .
- Attendance: All directors attended at least 75% of board (9 meetings) and applicable committee meetings in 2024; all directors attended the 2024 annual shareholders’ meeting .
- Board structure: Board declassification underway; in 2025 all directors (including Cothran, then Class I) stand for one-year terms, transitioning to annual elections by 2026 .
| Governance Item | Detail | Source |
|---|---|---|
| Independence (2024) | Not independent | |
| Independence (2025) | Independent | |
| Committees (2024 activity) | Board; Risk | |
| Committee Chair Roles | None | |
| Meetings held (2024) | Board: 9; Risk: 4; Audit: 6; Nominating: 2; Compensation: 2 | |
| Attendance threshold | ≥75% for all directors | |
| Term/election (2025) | One-year term; declassification |
Fixed Compensation
| Year | Monthly Retainer (Cash) | Meeting Fee (Cash) | Chair Premium per Meeting | Cash Fees Paid to Cothran |
|---|---|---|---|---|
| 2024 | $2,500 | $1,200 | $500 | $45,600 |
| 2023 | $2,500 | $1,100 | $500 | $44,300 |
The proxy states non-employee directors received no other compensation in 2024 and had no outstanding stock options .
Performance Compensation
| Performance Metric Tied to Director Pay | Status |
|---|---|
| Equity awards (RSUs/PSUs) to directors | None disclosed; director pay presented as cash-only |
| Option awards to directors | None outstanding (non-employee directors) |
| Formula/targets (TSR, revenue, EBITDA) | Not applicable for director compensation |
Company uses restricted stock/RSUs primarily for executives; directors’ compensation is structured as retainer/meeting fees without performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed |
| Private/non-profit boards | Greenville Chamber, Economic Development Board, General Wholesale Distributors, Long Focus Capital Management |
| Potential interlocks | Advisory Board of Greenville National Bank (historical) |
| Related-party exposure | Land lease between the Bank and a company owned by Mr. Cothran; monthly payments $9,026; asserted arm’s-length terms; Audit Committee oversight |
Expertise & Qualifications
- 39+ years of real estate development/homebuilding experience in SFST’s core geography .
- Licensed real estate broker; finance/banking degree (University of South Carolina, 1980) .
- Industry leadership (NAIOP past chairman; legislative/tax committee service) .
- Community/economic development engagement through local boards .
Equity Ownership
| As of March 15, 2025 | Shares Beneficially Owned | Right to Acquire (60 days) | % of Outstanding | Pledged as Collateral |
|---|---|---|---|---|
| Mark A. Cothran | 99,591 | – | 1.22% (base: 8,169,163 shares) | 47,000 shares pledged; retains voting rights |
Stock ownership guidelines: The board has not implemented director ownership guidelines; the company prohibits hedging and discourages/requires preclearance for pledging/margin accounts .
Recent Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2024-03-22 | 2024-03-26 | Gift (G) | 1,100 | $30.70 | 100,691 | |
| 2024-03-22 | 2024-03-26 | Gift (G) | 1,100 | $30.70 | 99,591 | |
| 2025-06-01 | 2025-06-03 | Award (A) | 485 | $0.00 | 100,076 |
Governance Assessment
-
Strengths:
- Independent status affirmed in 2025 following board review; majority independent board composition .
- Consistent engagement: board and committee attendance thresholds met; participation on Risk Committee overseeing capital adequacy, credit, liquidity, compliance, and operational risks .
- Conservative director pay structure (cash retainer/meeting fees; no equity/options), reducing misalignment risk and complexity in director incentives .
-
Risks/Red Flags:
- Related-party land lease with a Cothran-owned entity ($9,026/month) presents conflict optics despite Audit Committee oversight and arm’s-length assertion .
- Shares pledged: 47,000 pledged as collateral, which the company discourages and requires preclearance for, potentially weakening alignment in stress scenarios .
- Independence classification changed year-over-year (not independent in 2024, independent in 2025), underscoring sensitivity to related-party considerations; investors should monitor continued governance controls and disclosures .
- No formal stock ownership guidelines for directors, limiting explicit alignment targets .
Overall implication: Cothran brings deep local real estate expertise and long tenure, contributing to market insight and risk oversight. However, the related-party lease and pledged shares warrant ongoing scrutiny for board effectiveness and investor confidence, especially given the recent independence reclassification and absence of director ownership guidelines .