Ray A. Lattimore
About Ray A. Lattimore
Ray A. Lattimore, 65, has served as an independent Class III director of Southern First Bancshares since 2021. He is the founder, President, and CEO of Marketplace Professional Staffing (est. 1996) and founder of Marketplace Real Estate Holdings, both based in Greenville, SC. He is a recognized community leader and speaker on entrepreneurship, minority enterprises, and wealth creation; current civic roles include Chair of the Greenville Technical College Area Commission Board, director of the Phillis Wheatley Community Center (former chair), and member of the Strategic Planning Committee of the Bon Secours Saint Francis Health System Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marketplace Professional Staffing | Founder, President & CEO | Since 1996 | Builds regional/national/international staffing solutions |
| Marketplace Real Estate Holdings | Founder | Not disclosed | Invests in residential and commercial real estate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenville Technical College Area Commission Board | Chairman | Current | Board leadership |
| Phillis Wheatley Community Center | Director; former Chairman | Current | Community leadership |
| Bon Secours Saint Francis Health System Board | Strategic Planning Committee member | Current | Health system strategy oversight |
Board Governance
- Independence: The Board determined Mr. Lattimore is independent under NASDAQ standards; 12 of 13 directors are independent (CEO not independent) .
- Committee assignments:
- Risk Committee: Member; the committee met 4 times in 2024; chaired by David G. Ellison .
- Audit, Nominating & Corporate Governance, Compensation: Not listed as a member; audit composition is Cajka (Chair), Cubbage, Orders, Ellefson, Grayson-Caprio, Locke .
- Attendance: In 2024, all directors attended at least 75% of the aggregate of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Shareholders approved declassification in 2023; by 2026, the entire board will be elected annually; in 2025, remaining Class I and II directors stood for one-year terms .
| Meetings & Composition (2024) | Value |
|---|---|
| Board meetings held | 9 |
| Risk Committee meetings held | 4 |
| Audit Committee members (non-exhaustive) | Cajka (Chair), Cubbage, Orders, Ellefson, Grayson-Caprio, Locke |
| Director independence majority | 12 of 13 directors independent |
| Attendance threshold met (≥75%) | Yes (all directors) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Lattimore) | $44,300 | $45,600 |
| Monthly Retainer ($) | $2,500 | $2,500 |
| Meeting Fee ($ per meeting) | $1,100 | $1,200 |
| Chair Premium ($ per meeting) | $500 | $500 |
Notes:
- Non‑employee directors received cash retainers and per‑meeting fees; chairs received an additional $500 per meeting .
- No other compensation to non‑employee directors in 2024 .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director equity grants (RSUs/PSUs) | None disclosed | None disclosed |
| Director stock options outstanding | None (non‑employee directors) | None (non‑employee directors) |
Context: The Company did not grant stock options in 2024 and currently utilizes restricted stock and RSUs as preferred equity forms (for broader compensation programs), with awards typically approved at the first regular meeting each year; no repricing of underwater options is permitted .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Lattimore in the proxy biography .
- Private/nonprofit/academic boards: See External Roles table above .
- Interlocks/conflicts: No shared directorships with competitors/suppliers/customers disclosed for Mr. Lattimore .
Expertise & Qualifications
- Entrepreneurial operator in staffing and real estate; community leadership and public speaking on entrepreneurship, minority enterprises, and wealth creation—skills the Board views as additive to director effectiveness .
Equity Ownership
| Metric | As of Mar 15, 2025 |
|---|---|
| Shares Owned | 2,635 |
| Right to Acquire within 60 days (options) | — (none) |
| Beneficial Ownership % | 0.03% (denominator: 8,169,163 shares) |
| Pledged Shares | No pledge footnote for Lattimore; pledge noted only for Mark A. Cothran (47,000 shares) |
Policies:
- No formal stock ownership guidelines for directors/officers; Board periodically analyzes ownership alignment .
- Insider Trading Policy: Hedging prohibited; pledging discouraged and requires preclearance; directors must preclear transactions .
Governance Assessment
-
Strengths
- Independent director with risk oversight responsibilities; committee comprised exclusively of independent directors .
- Attendance standard met; strong board participation in 2024 .
- Board declassification progressing—annual elections by 2026, a shareholder‑friendly structure .
-
Investor Signals
- 2025 Say‑on‑Pay approved: For 5,540,020; Against 1,069,591; Abstain 27,678; Broker non‑votes 746,180 .
- Say‑on‑Pay frequency: “One Year” received 6,262,557 votes; “Three Years” 364,168; “Two Years” 405; Abstain 10,159; Broker non‑votes 746,180 .
- 2025 director slate: Lattimore not on ballot; continues to serve with term expiring in 2026 per 8‑K .
-
Conflicts & Related‑Party Exposure
- Ordinary‑course banking relationships exist with directors/officers and affiliates; loans are subject to audit committee review, standard credit processes, regulatory limits, and director recusal when personally interested; aggregate loans to affiliates were ~$25.1m at Dec 31, 2024 (vs. ~$25.3m at Dec 31, 2023) .
- No specific related‑party transactions disclosed for Mr. Lattimore .
-
RED FLAGS / Watch‑items
- No director/officer stock ownership guidelines—limits formal alignment requirements .
- Director compensation is cash‑only (no regular equity grants for non‑employee directors) in 2024—reduces ongoing equity alignment; Lattimore’s ownership is modest at 0.03% .
- Hedging prohibited and pledging requires preclearance; while protective, absence of written related‑party transaction policies (policy “reflected by course of conduct”) may be less robust than formal codification even with audit committee oversight .