Rudolph G. Johnstone, III
About Rudolph G. Johnstone, III
Rudolph G. “Trip” Johnstone, III, M.D. is 64 and has served as an independent director of Southern First Bancshares, Inc. since 1999. He is a practicing physician with Allergy Partners of the Upstate (since 1992) and holds a biology degree from Washington & Lee University (1982) and an M.D. from the Medical University of South Carolina (1986) . The board has affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergy Partners of the Upstate | Physician | 1992–present | Deep ties to medical community (target market for bank) |
| Greenville National Bank | Advisory Board Member | 1995–1998 | Banking advisory exposure |
| Southeastern Asthma, Allergy & Immunology Society | Past President | n/d | Professional leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allergy Partners, P.A. | Board Director | n/d–present | Private company board (healthcare) |
| Southeastern Asthma, Allergy & Immunology Society | Past President | n/d | Professional society leadership |
Board Governance
- Independence: Determined independent (majority-independent board) .
- Committee assignments and chair roles:
- Current: Risk Committee member; Compensation Committee member; Audit Committee indicated as member in the committee matrix . Note: Audit committee narrative lists six named members and does not include Dr. Johnstone (documentation inconsistency) .
- Prior: Chair of Nominating & Corporate Governance Committee (FY2022 committee composition) .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (James B. Orders, III); CEO/Chair roles are separated .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Board | Director | 9 | Independent director |
| Risk | Member | 4 | Oversees credit, market, liquidity, compliance, operational, strategic risk |
| Audit | Member (matrix) | 6 | Matrix indicates membership; narrative lists six members excluding Johnstone |
| Compensation | Member | 2 | Reviews executive pay; committee is fully independent |
| Nominating & Corporate Governance | Former Chair (FY2022) | 2 (FY2024) | Oversees director nominations and ESG oversight |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director Fees Earned (Cash) | $46,500 | $48,000 |
| Monthly Retainer (Cash) | $2,500 | $2,500 |
| Per Board/Committee Meeting Fee | $1,100 | $1,200 |
| Chair Premium per Meeting | $500 | $500 |
Notes:
- Non-employee directors received cash retainers and meeting fees; no equity awards to directors disclosed for 2023–2024; no outstanding stock options for non-employee directors .
Performance Compensation
| Component | Structure | Metrics/Targets | Vesting |
|---|---|---|---|
| Director Equity/Performance Awards | Not granted | None disclosed for directors | n/a |
Directors did not receive RSUs/PSUs, options, or performance-based incentives; no director performance metrics are tied to pay in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Allergy Partners, P.A. | Private | Director | No related-party transactions disclosed with SFST |
- No SFST disclosures of shared directorships with competitors/suppliers/customers involving Dr. Johnstone. Related-party transactions disclosed involve a director’s real estate lease (Cothran), not Johnstone .
Expertise & Qualifications
- Medical community connectivity and market insight (targeted bank clientele) .
- Prior banking advisory board experience .
- Professional leadership in specialty medical society .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire (60 days) | % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|
| Rudolph G. Johnstone, III | 29,881 | 0 | 0.37% | No pledges disclosed for Johnstone; hedging prohibited and pledging discouraged with preclearance required |
Additional ownership policy context:
- No formal stock ownership guidelines for directors; board believes interests are aligned .
- Company prohibits short sales and hedging; pledging/margin accounts discouraged and require preclearance .
Governance Assessment
-
Strengths:
- Long-tenured independent director with sector relationships valuable to SFST’s market strategy .
- Active committee service on risk and compensation; prior committee chair experience (nominating/governance) supports board effectiveness .
- Attendance threshold met; annual meeting attendance confirmed, supporting engagement .
- Director compensation is modest, cash-based, with no equity awards, reducing pay-related conflicts for oversight .
-
Monitoring points:
- Committee disclosure inconsistency: matrix shows audit membership for Johnstone while narrative lists specific audit members that exclude him—clarity from the company would reduce ambiguity for investors .
- Related-party transactions: none tied to Johnstone; continued oversight of ordinary-course loans to affiliates (aggregate $25.1mm) advisable, though policy requires audit committee review and market terms .
-
Say-on-Pay and shareholder sentiment:
- Say-on-Pay support: 73.7% in 2024; 67.34% in 2023, with ongoing refinements to pay practices (clawback adopted in 2023) .
- Compensation consultant (McLagan, 2021) used for design alignment; peer group not used for formal benchmarking, preferring broad surveys .
RED FLAGS:
- None specific to Johnstone disclosed (no related-party transactions, no pledging, no attendance issues, no director equity awards). Note general aggregate insider lending and separate director lease (Cothran) as routine but monitored items .