Tecumseh Hooper, Jr.
About Tecumseh “Tee” Hooper, Jr.
Independent director of Southern First Bancshares since 1999; age 77. Career operator and investor; currently Chairman of FGP International Inc. (executive search and temporary placement), with prior CEO/president roles spanning office equipment, distribution, and signage. Education: B.S. Business Administration, The Citadel (1969); MBA, University of South Carolina (1971). Deep community and governmental engagement across Greenville and South Carolina, including prior Chair of the SC Department of Transportation and Patriots Point Development Authority. Determined independent by the board under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FGP International Inc. | Chairman of the Board | Since 2003 | Executive leadership of talent solutions firm, private company oversight |
| Modern Office Machines/IKON Office Solutions | President | 1982–2001 | Grew office equipment operations in Greenville, SC |
| Profit Lab | Chief Executive Officer | 2001–2006 | Turnaround/operational leadership |
| General Wholesale Distributor | Chief Executive Officer | 2007–2016 | Led distribution business |
| Sign Crafters, USA, LLC | Chief Executive Officer | 2016–2018 | Led specialty manufacturing/signage company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verdae Development | Director | Current | Regional development board service |
| Upstate Warrior Solution | Director | Current | Non-profit board service |
| Prisma Upstate | Director | Current | Health system region board |
| Greenville Chamber of Commerce; Camp Greenville; YMCA Metropolitan; United Way | Board service; Past President (Greenville Urban League) | Various | Longstanding civic involvement |
| Leadership Greenville; Leadership South Carolina | Board service | Various | Leadership organizations |
| South Carolina Department of Transportation; Patriots Point Development Authority | Chairman | Past | State-level governance roles |
| The Citadel Board of Visitors | Former Member | Past | Higher education governance |
Board Governance
- Independence: Board determined Hooper is independent under NASDAQ listing standards.
- Committee assignments (2024 meetings): Risk Committee (4 meetings), Audit Committee (6 meetings), Compensation Committee (2 meetings); not a committee chair.
- Board attendance: In 2024, all directors attended at least 75% of aggregate board and committee meetings on which they served; all directors attended the 2024 Annual Meeting.
- Board leadership: Independent Chair (James B. Orders, III); CEO and Chair roles are separated.
- Risk oversight: Risk Committee oversees credit, market, liquidity, compliance, operational, strategic, and reputation risk; Audit Committee oversees financial reporting/internal control.
Committee Memberships
| Committee | Member | Chair |
|---|---|---|
| Risk | Yes | No |
| Audit | Yes | No |
| Nominating & Corporate Governance | No | N/A |
| Compensation | Yes | No |
Fixed Compensation (Director)
| Component (FY2024) | Amount/Policy | Hooper FY2024 Actual |
|---|---|---|
| Cash retainer | $2,500 per month | Included in total cash |
| Per-meeting fee (Board/Committee) | $1,200 per meeting | Included in total cash |
| Chair premium | +$500 per meeting (chairs only) | Not applicable (not a chair) |
| Equity awards to non-employee directors | None in 2024 | None |
| Total fees earned (Hooper) | — | $46,800 |
| Outstanding director stock options (12/31/24) | None for non-employee directors | None |
Notes:
- “None of our non-employee directors received any other compensation for the year ended December 31, 2024.”
Performance Compensation (Director)
| Element | Existence | Performance Metrics | Notes |
|---|---|---|---|
| Performance-based cash bonus | None | N/A | Directors compensated via cash retainers and per-meeting fees |
| Annual equity grant (RSU/DSU/Options) | None in 2024 | N/A | No director equity in 2024; no non-employee director options outstanding |
Other Directorships & Interlocks
- Current public company directorships: Not disclosed for Hooper in the 2025 proxy biography.
- Board skills matrix flags “Other Public Company Boards” experience for Hooper (experience indicated; not necessarily current).
- Compensation Committee interlocks: None disclosed for any committee member in 2024; no relationships requiring Item 404 disclosure. Hooper served on the Compensation Committee.
Expertise & Qualifications
- Skills matrix indicates: Entrepreneurship; CEO experience; Strategy development; Service excellence; Community support; HR/Human Capital; Risk management; “Other Public Company Boards” experience.
- Background: Multi-industry CEO/operator; executive recruiting industry board chair; extensive state/civic leadership.
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | % Beneficial Ownership | Notes |
|---|---|---|---|---|
| Tecumseh “Tee” Hooper, Jr. | 42,397 | — | 0.52% | No pledge disclosure for Hooper in table; a separate pledge disclosure applies to another director (Cothran). |
| Directors & Officers stock ownership guidelines | None implemented; Board periodically reviews ownership; believes alignment exists. | |||
| Hedging/pledging policy | Short sales and hedging prohibited; pledging discouraged and requires preclearance. |
Related-Party/Conflict Review
- Company policy: Related-party transactions reviewed by Audit Committee; same terms as market; directors with personal interest recuse.
- Disclosed items: Aggregate loans to affiliates were ~$25.1 million at 12/31/2024 (vs. ~$25.3 million at 12/31/2023). No Hooper-specific transaction disclosed.
- Separate related party: Land lease with director Mark A. Cothran’s company for a branch property; monthly payments $9,026 (management deems at market).
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay support: 73.7% of votes cast supported executive compensation (non-binding).
Governance Assessment
Strengths
- Independent director with significant operating experience; serves on Audit, Risk, and Compensation—key oversight committees.
- Board-level attendance discipline; all directors met ≥75% attendance; full director attendance at 2024 Annual Meeting.
- Director pay is cash-only and meeting-based, reducing misalignment/over-incentivization risk for oversight roles; no director equity/option overhang in 2024.
- Robust insider trading policy: hedging prohibited; pledging discouraged and precleared.
Watch items / potential risks
- Long tenure (since 1999) can raise independence-perception questions under some investor frameworks; balanced by NASDAQ independence determination and multi-committee service.
- No formal director stock ownership guidelines; while the board asserts alignment, some investors prefer explicit guidelines.
- Related party environment: While no Hooper-specific items are disclosed, the board has at least one disclosed related-party lease with another director, and aggregate insider-affiliate lending is material for a community bank; continued audit oversight remains important.
- Age 77 underscores need for ongoing board refreshment and succession planning at the committee level.
RED FLAGS (none specific to Hooper disclosed)
- No Hooper-specific related-party transactions, pledging, or attendance issues disclosed in the latest proxy.