R. Arthur Seaver, Jr.
About R. Arthur Seaver, Jr.
R. Arthur “Art” Seaver, Jr. is 61 and has served as CEO of Southern First Bancshares (and Southern First Bank) since 1999, with 37+ years of banking experience. He graduated from Clemson University (B.S. Financial Management, 1986) and the BAI Graduate School of Community Bank Management (1999) . Company 2024 performance included net income of $15.5M (+15.7% YoY), loans of $3.6B (+0.8%), deposits of $3.4B (+1.7%), and book value per share of $40.47 (+4.0%) .
| Metric | 2023 | 2024 |
|---|---|---|
| Net income ($M) | $13.4 | $15.5 |
| Total loans ($B) | $3.6 | $3.6 |
| Total deposits ($B) | $3.4 | $3.4 |
| Book value/share | $38.63 | $40.47 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citizens & Southern National Bank of South Carolina | Various positions | 1986–1992 | Early credit and banking experience |
| Greenville National Bank (acquired by Regions in 1998) | SVP Lending; led deposit strategy | 1992–Feb 1999 | Built lending and deposit management expertise |
| Southern First Bancshares | Chief Executive Officer | 1999–present | Founder-leader shaping strategy and culture |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phillis Wheatley Community Center (Greenville, SC) | Director | Not disclosed | Community engagement |
| Federal Reserve Bank of Richmond | Member, Community Depository Institutions Advisory Council (prior) | Not disclosed | Regulatory insight |
| South Carolina Bankers Association | Past Chairman | Not disclosed | Industry leadership |
| United Way of Greenville County | Past Chair, Board of Trustees | Not disclosed | Community leadership |
| St. Francis Foundation | Past board member | Not disclosed | Community healthcare alignment |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $510,000 | $515,000 | $515,000 |
| Bonus ($) | $175,000 | $90,000 | $135,000 |
| Stock awards ($, grant-date fair value) | $122,280 | $130,350 | $308,978 |
| Option awards ($) | $0 | $0 | $0 |
| Change in pension value & nonqualified deferred comp ($) | $50,741 | ($144,501) | $110,300 |
| All other compensation ($) | $72,583 | $69,968 | $72,170 |
| Total compensation ($) | $930,604 | $805,318 | $1,141,448 |
Additional disclosures:
- CEO pay ratio: 15:1 for 2024 (median employee $74,203; CEO $1,141,448) .
Performance Compensation
Short-term incentive plan (annual, discretionary with committee judgment)
- Metrics considered: net income, retail deposit growth, loan growth, loan charge-offs %, average non-performing assets ratio, net interest margin, talent acquisition, compliance scores .
- 2024 bonus paid: $135,000 (50% YoY increase from 2023) .
Long-term equity plan (RSUs/RSUs vesting)
| Metric | Target (1 star) | Stretch (2 stars) | Maximum (3 stars) | 2024 result (stars) | CEO payout (% salary) | Vesting |
|---|---|---|---|---|---|---|
| Tangible book value growth (3-year) | 15% | 20% | 30% | Target met (1) | 40% (4 stars total result) | 4 years |
| Cumulative charge-offs (bps, 3-year) | <75 | <55 | <40 | Maximum met (3) | 40% (4 stars total result) | 4 years |
| Total shareholder return (3-year) | 15% | 20% | 30% | Not awarded (0) | 40% (4 stars total result) | 4 years |
- 2025 awards for 2024 performance: CEO received ~40% of salary in equity, 5,560 shares, grant price $36.80 on Feb 1, 2025; vest over 4 years .
Equity grant history (RSUs)
| Year | Shares granted | Grant dates | Grant price / FV |
|---|---|---|---|
| 2022 | 2,000 shares | Jan 18, 2022 | FV $122,280 |
| 2023 | 3,000 shares | Jan 17, 2023 | FV $130,350 |
| 2024 | 8,326 shares | Jan 16, 2024 | FV $308,978 |
| 2025 | 5,560 shares | Feb 1, 2025 | Grant price $36.80 |
Vesting conventions:
- RSUs generally vest ratably over four years (CEO awards follow this convention) .
- Options vest in four equal annual installments (no new options granted in 2024) .
Realization activity (selling pressure proxies)
| Activity | 2022 | 2023 | 2024 |
|---|---|---|---|
| Options exercised (shares) | 23,100 | 0 | 10,000 |
| Value realized on exercises ($) | $1,055,053 | $0 | $228,900 |
| RSUs vested (shares) | 1,750 | 2,125 | 2,375 |
| Value realized on vesting ($) | $68,258 | $91,189 | $86,268 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Shares owned (as of Mar 15, 2025) | 93,470 |
| Right to acquire within 60 days (vested options) | 65,250 |
| Beneficial ownership (%) | 1.93% (based on 8,169,163 shares) |
| Unvested RSUs (Dec 31, 2024) | 12,076 shares; $480,021 market value |
| Options outstanding (Dec 31, 2024) | Multiple tranches; 11,250/3,750 (exercisable/unexercisable) at $39.45 exp. 2031; several older fully-exercisable tranches at $16.78–$42.72 exp. 2025–2030 |
| Hedging / pledging | Hedging prohibited; pledging discouraged and requires preclearance |
| Ownership guidelines | No formal guidelines; board believes interests are aligned via ownership |
| Pledged shares | No pledge disclosed for Seaver; a director (Cothran) discloses pledged shares (47,000) |
Employment Terms
- Agreement: Amended and restated employment agreement dated Sept 30, 2013; renews annually to maintain 3-year remaining term; minimum salary $515,000 as of Mar 15, 2025; Bank-owned automobile; full participation in benefit plans .
- Non-compete / non-solicit: 12 months post-termination; non-compete within 30 miles of any office; restrictions on client and employee solicitation .
- Severance (no CIC): If terminated without cause, 12 months of salary plus accrued bonus .
- Change-in-control (double-trigger): If terminated without cause or for good reason after a change in control, 3x then-current monthly salary paid over 12 months, accrued bonus, immediate vesting of options and incentives, and continuation of health insurance for 18 months (employee pays active employee share) .
- Definitions: Detailed definitions of “Cause,” “Good Reason,” and “Change in Control” provided; CIC includes 20%+ beneficial ownership change or mergers/asset sales subject to conditions .
Potential payouts (illustrative, assuming termination on Dec 31, 2024):
| Scenario | Salary | Bonus | SERP/Salary Continuation | Medical | Equity (accel/cont.) | Total |
|---|---|---|---|---|---|---|
| Termination without cause | $515,000 | $135,000 | $1,814,168 | — | $481,146 | $2,945,314 |
| Good reason or without cause after CIC | $1,545,000 | $135,000 | $1,814,168 | $11,584 | $481,146 | $3,986,898 |
Retirement/SERP:
- Salary Continuation Agreement provides $250,000 annual supplemental retirement benefit (lifetime with 15-year term certain) beginning after normal retirement age; present value liability $1,814,168 as of Dec 31, 2024 .
- Change-in-control under SERP pays accrual balance at normal retirement age (lump sum within 3 days after CIC) .
Clawback:
- Incentive Compensation Recovery Policy effective Nov 21, 2023; recovery of erroneously awarded incentive-based compensation for both “Big R” and “little r” restatements .
Board Governance
- Director service: Seaver is a director (Class I) since 1999; not independent .
- Board leadership: Independent Chairman (James B. Orders, III); separation of CEO and Chair roles to ensure independent oversight .
- Committee roles: CEO is not on audit, compensation, or nominating committees; those committees are fully independent .
- 2024 meetings: Board (9); all directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
Dual-role implications:
- CEO + Director with independent Chair and fully independent committees reduces governance concerns tied to CEO board influence; independence explicitly noted for Seaver as “not independent,” with mitigations via board structure .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2017 | 75.9% |
| 2018 | 78.3% |
| 2023 | 67.34% |
| 2024 | 73.7% |
- Frequency: Board recommends annual say-on-pay (once every year) .
- Engagement: Ongoing investor outreach by CEO, President, CFO; commitment to transparency and alignment with best practices .
Compensation Committee Analysis
- Committee: Chaired by Anne S. Ellefson; independent directors only; met twice in 2024; exclusive authority over executive compensation .
- Consultant: McLagan (Aon) engaged in 2021 for peer group recommendation and program design feedback; committee used broader industry surveys for benchmarking rather than the peer set .
- Best practices: Double-trigger CIC, no excise tax gross-ups, no option repricing without shareholder approval, hedging prohibited, pledging discouraged .
Performance & Track Record
- Most important measures linking pay to performance: Tangible book value, cumulative net charge-offs, TSR .
- Pay-versus-performance: For 2024, compensation actually paid to CEO $1,108,668 with cumulative TSR value of $112.45 (base $100 in 2020), net income $15.53M, TBV growth 4.76% .
- CFO transition: Prior CFO resigned Mar 29, 2024; new CFO appointed May 6, 2024 (Christian J. Zych) .
Equity Ownership & Alignment (Detail)
| As-of date | Shares owned | Options exercisable within 60 days | Beneficial ownership % |
|---|---|---|---|
| Mar 15, 2025 | 93,470 | 65,250 | 1.93% |
Policy alignment:
- No formal ownership guidelines; board periodically assesses alignment; hedging prohibited and pledging discouraged/precleared .
Employment Terms (Detail)
| Term | Provision |
|---|---|
| Contract term | Rolling renewal to maintain 3-year remaining term |
| Non-compete | 12 months; 30-mile radius; client and employee non-solicit |
| Severance (no CIC) | 12 months salary + accrued bonus |
| CIC double-trigger | 3x monthly salary over 12 months + accrued bonus; immediate vesting; 18 months health continuation (employee pays active share) |
| SERP | $250,000 annual benefit (lifetime with 15-year term certain); CIC lump sum of accrual balance |
Investment Implications
- Pay-for-performance alignment: Equity awards tied to 3-year TBV growth, net charge-offs, and TSR; 2024 star outcome drove a 40% of salary RSU award with 4-year vesting, strengthening retention and alignment while capping payouts via a structured grid .
- Insider selling/vesting pressure: CEO exercised 10,000 options in 2024 ($228,900 value) and 23,100 in 2022 ($1.06M), with consistent RSU vesting; periodic exercises suggest manageable liquidity events rather than aggressive selling; continuing unvested RSUs ($480,021 at YE 2024) imply ongoing retention hooks .
- Change-in-control economics: Double-trigger CIC yields ~$4.0M total potential payout (as-of 12/31/2024), including accelerated equity and SERP; governance mitigants include independent chair and fully independent committees .
- Ownership alignment: 1.93% beneficial stake with substantial vested options capacity; no ownership guidelines but hedging/pledging restrictions reduce misalignment risk; no pledge disclosed for Seaver .
- Shareholder sentiment: Say-on-pay support improved to 73.7% in 2024 from 67.34% in 2023, indicating acceptable program direction post refinements; continued engagement and clawback adoption further de-risk compensation concerns .