William A. Maner, IV
About William A. Maner, IV
Independent director of Southern First Bancshares, Inc. since 2021; age 62. Background spans public accounting (Arthur Andersen, CPA), investment banking (Morgan Stanley), fund management (founding partner of Edge Capital, 2006–2018; Advisory Director since 2018), and corporate finance (CFO of early-stage Internet company ExGov); MBA from University of Virginia Darden (1990) and Commerce degree from Washington & Lee (1985). He is based in Atlanta and serves on the Board of the Atlanta Youth Project, aligning with SFST’s Atlanta market presence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Certified Public Accountant | Not disclosed | Accounting and audit discipline |
| Morgan Stanley | Investment Banker | Not disclosed | Capital markets expertise |
| ExGov (early-stage Internet company) | Chief Financial Officer | Not disclosed | Operating finance, early-stage scaling |
| Edge Capital (Atlanta) | Founding Partner; Advisory Director | 2006–2018 (Partner); Advisory since 2018 | Investment management, capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edge Capital | Advisory Director | Since 2018 | Investment oversight |
| Lazear Capital Partners (ESOP M&A) | Advisory Director | Since 2020 | ESOP transaction advisory |
| Atlanta Youth Project (non-profit) | Board Director | Current | Community engagement |
Board Governance
- Independence: Determined independent under NASDAQ listing standards; SFST board majority independent and all audit, compensation, nominating committees are independent .
- Committee assignments: Member, Risk Committee (oversight of enterprise risk); Member, Compensation Committee (exec pay design/oversight). He is not a chair of any committee .
- Meeting cadence and attendance: Board met 9 times in 2024; Risk 4; Compensation 2. All directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent chairman (James B. Orders, III); CEO/Chair roles separated, supporting independent oversight .
- Cyber/insider controls: Preclearance requirement for insiders, prohibitions on hedging and short sales; pledging discouraged and requires preclearance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash earned (2024) | $48,000 | Non-employee director compensation for 2024 |
| Monthly retainer | $2,500 | Paid to all non-employee directors |
| Per meeting fee | $1,200 | Board and committee meeting attendance |
| Chair premium | $500 per meeting | Paid only to chairs; Maner is not a chair |
Performance Compensation
- Non-employee directors received no equity, option, or performance-based compensation for 2024; compensation comprised cash retainer and meeting fees .
- Clawback policy applies to erroneously awarded incentive-based compensation (executive context); adopted Nov 21, 2023 .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Maner .
- Compensation Committee interlocks: Committee members (including Maner) had no relationships requiring disclosure under Item 404; no cross-company compensation committee interlocks disclosed .
Expertise & Qualifications
- Financial services and capital markets experience (CPA, investment banking, fund management), strategy and corporate finance; ties to Atlanta, a key SFST market .
- Participates in Compensation and Risk oversight, aligning with expertise in capital allocation and risk .
Equity Ownership
| Measure | Value | Date/Source |
|---|---|---|
| Beneficial ownership (shares) | 2,000 | As of Mar 15, 2025; no rights to acquire within 60 days disclosed |
| Ownership (% of outstanding) | 0.02% | Based on 8,169,163 shares outstanding |
| Hedging/Pledging policy | Hedging prohibited; pledging discouraged and requires preclearance | Company-wide insider trading policy |
Recent insider transactions (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|
| 2025-05-14 | Open market Purchase (P) | 700 | $36.15 | 2,700 | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000012/0001090009-25-000012-index.htm |
| 2025-06-01 | Award/Grant (A) | 485 | $0.00 | 2,485 | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000025/0001090009-25-000025-index.htm |
Notes:
- The proxy beneficial ownership table reflects holdings as of March 15, 2025; subsequent Form 4 filings indicate changes during May–June 2025 .
Governance Assessment
- Positives:
- Independent director with finance and capital markets expertise seated on Compensation and Risk committees—positions of influence over pay design, risk appetite, and controls .
- Strong attendance and engagement standards met; board structured with independent chair and clear risk oversight (Audit and Risk committees) .
- Robust insider trading controls (preclearance, hedging ban), discourages pledging—alignment-enhancing .
- Potential flags:
- No formal stock ownership guidelines for directors or NEOs, though board asserts alignment; some investors view absence of guidelines as a governance gap .
- Director cash-only compensation in 2024 may limit direct equity alignment for non-employee directors; however, Maner reported a subsequent stock award in 2025 via Form 4 (outside the 2024 period) .
- Related-party exposure appears limited for Maner; broader board-related party items include a lease with another director (Cothran), but audit processes and market terms are disclosed, and recusal required .
Investor takeaway: Maner’s finance background and service on Compensation and Risk committees support board effectiveness in pay-risk alignment. Ongoing monitoring of director equity alignment (post-2024 awards) and formalization of ownership guidelines would further strengthen investor confidence .