Terry Grayson-Caprio
About Terry Grayson-Caprio
Independent director (age 61) serving on Southern First Bancshares’ board since 2021. Retired from KPMG in 2020 after a 35-year career culminating as Managing Partner of the South Carolina practice, overseeing key accounts, business development, talent, market development, facilities, and financial management. Designated by the board as an “Audit Committee financial expert.” Also serves as a director of The Caldwell Partners International (TSX: CWL) and chairs its Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (South Carolina practice) | Managing Partner | 35-year career; retired 2020 | Led SC business operations: key accounts, BD, talent, market development, facilities, and financial management |
External Roles
| Organization | Role | Committee/Chair | Notes |
|---|---|---|---|
| The Caldwell Partners International (TSX: CWL) | Director | Chair, Compensation Committee | Public company directorship |
| Winthrop University Foundation | Director | — | Non-profit board |
| South Carolina Environmental Law Project | Director | — | Non-profit board |
Board Governance
- Independence: Board determined Ms. Grayson-Caprio is independent under NASDAQ rules; 12 of 13 directors are independent.
- Committee assignments (2024):
- Audit Committee – Member (6 meetings in 2024); designated Audit Committee financial expert by the board.
- Nominating & Corporate Governance Committee – Chair (2 meetings in 2024); committee oversees Corporate Sustainability strategies.
- Attendance: All directors attended at least 75% of aggregate board and applicable committee meetings in 2024; all then-serving directors attended the 2024 annual shareholders’ meeting.
- Board structure: Independent chair (James B. Orders, III); CEO and chair roles separated.
- Board declassification: Transition to annual election completed—at the 2025 meeting all eight directors were elected to one-year terms (declassified going forward).
- 2025 shareholder vote support (director election):
- Terry Grayson-Caprio received 5,289,181 For; 1,348,108 Withheld; 746,180 broker non-votes (support materially below several peers).
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $2,500 per month ($30,000 per year) |
| Meeting fees | $1,200 per board or committee meeting attended |
| Chair premium | +$500 per meeting for committee chairs |
| 2024 total fees (Grayson-Caprio) | $51,400 |
| Other compensation to NEDs | None in 2024 (“none of our non-employee directors received any other compensation”) |
Performance Compensation
| Equity/At-Risk | Disclosure |
|---|---|
| Equity grants to non-employee directors (2024) | None disclosed; director pay was cash-based in 2024 |
| Stock options (NEDs) | No outstanding stock options held by non-employee directors at 12/31/2024 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| The Caldwell Partners International (TSX: CWL) | Director; Chair, Compensation Committee | Executive search sector exposure on SFST board also includes another director affiliated with FGP International (private), but no related-party transactions disclosed with these entities. |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) as determined by the board.
- 35-year audit/assurance and firm leadership background (KPMG Managing Partner, SC).
- Chairs Nominating & Corporate Governance, which oversees Corporate Sustainability strategy—board-level ESG oversight experience.
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | % Outstanding | Notes |
|---|---|---|---|---|
| Terry Grayson-Caprio | 3,400 | — | 0.04% | As of 3/15/2025; 8,169,163 shares outstanding |
| Stock ownership guidelines (directors) | — | — | — | Board has not implemented stock ownership guidelines for directors; board believes interests are aligned and periodically reviews ownership. |
| Hedging/Pledging | — | — | — | Hedging prohibited; pledging discouraged and requires preclearance. |
| Shares pledged | — | — | — | No pledging disclosed for Grayson-Caprio (note: pledge disclosed for another director, not for her). |
Governance Assessment
-
Strengths
- Independent director with deep audit/financial expertise; designated Audit Committee financial expert.
- Governance leadership as Chair of Nominating & Corporate Governance (including ESG oversight) and member of Audit.
- Robust insider trading policy with prohibitions on hedging and controlled pledging; independent board chair and declassified board structure.
- 2024 director compensation fully cash-based with transparent meeting-based fees; no equity grants or option overhang for non-employee directors.
-
Watch items / potential red flags
- Shareholder support: 2025 withhold rate for Grayson-Caprio (1.35M withheld) was notably higher than for most peers, signaling potential investor concerns (skills mix, committee leadership, or perceived alignment). Engage to understand drivers.
- Ownership alignment: No formal director stock ownership guidelines; her current holding is 0.04%—policy gap vs many peers could be viewed as a governance negative by some investors.
- Related-party/transactions: None disclosed for Grayson-Caprio; continue monitoring given board’s mix of local business ties and sector overlaps.
-
Shareholder sentiment context
- Say-on-Pay 2025: 5,540,020 For; 1,069,591 Against; 27,678 Abstain; 746,180 broker non-votes—indicates solid support for executive pay framework. Annual frequency vote favored “One Year.”