William M. McClatchey, Jr.
About William M. McClatchey, Jr.
Independent, non-employee director appointed effective June 1, 2025; serves on the Risk Committee of Southern First Bancshares, Inc. (SFST) and Southern First Bank . Background spans investment banking (financial institutions M&A) and real estate investing; CEO of Chaucer Creek Capital (Raleigh, NC), founder of McClatchey Broadcasting Company; BA Duke University, MBA UNC Chapel Hill . Tenure at SFST began June 1, 2025 . Core credentials: capital markets, M&A, and multifamily real estate, with ties to the Triangle market (a SFST growth region) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chaucer Creek Capital (Raleigh, NC) | Chief Executive Officer | Not disclosed | Focus on Southeastern multifamily; brings real estate and investment acumen |
| McClatchey Broadcasting Company | Founder; scaled and exited | Not disclosed | Operational leadership; media industry exits |
| Bowles Hollowell Conner & Co. | M&A professional (financial institutions) | Not disclosed | Deal execution; FI sector exposure |
| Trident Financial Corporation | M&A professional (financial institutions/IPO advisory) | Not disclosed | Capital raising and advisory for banks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chaucer Creek Capital | CEO | Current | Raleigh market ties; relevant to SFST’s NC footprint |
| Other public company boards | — | — | None disclosed |
Board Governance
- Appointment and committee assignment: Director of SFST and Southern First Bank; member of the Risk Committee (not a chair) .
- Independence and governance context: SFST’s board maintains a majority of independent directors; audit, compensation, and nominating committees are exclusively independent, while risk oversight is shared with management; CEO serves on Risk Committee, highlighting mixed independence in risk oversight .
- Board structure: Declassified board transition completing by 2026; separation of Chairman (independent) and CEO roles maintained for oversight effectiveness .
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings; McClatchey joined in June 2025, so 2025 attendance data for him is not yet disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Monthly retainer (non-employee director) | $2,500 | Paid to all non-employee directors |
| Per board/committee meeting fee | $1,200 | Per meeting attended |
| Additional fee for chairs | $500 | Per meeting attended by chair |
| Plan participation | Current director arrangements | New appointees (incl. McClatchey) will participate in current non-employee director arrangements |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity grants to directors | None disclosed | 2024 proxy shows no options for non-employee directors; no equity plan detail provided for directors |
| Performance-based metrics | Not applicable | Director pay is cash-based per meeting; no disclosed TSR/financial metric linkage for directors |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Transactions |
|---|---|---|---|
| — | — | — | No related-party transactions or arrangements at appointment; none under Item 404(a) |
Expertise & Qualifications
- Financial institutions M&A and capital raising experience; prior roles at Bowles Hollowell Conner and Trident Financial Corporation .
- Real estate investing/operator; CEO of Chaucer Creek Capital with focus on Southeastern multifamily; prior founder/operator in broadcasting .
- Education: Duke University (undergraduate); UNC Chapel Hill MBA .
- Market ties: Raleigh/Triangle region experience aligns with SFST footprint in NC .
Equity Ownership
| Item | Detail | Citation |
|---|---|---|
| Form type | Form 3 (initial statement of beneficial ownership) | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
| Filing date | 2025-06-17 | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
| Transaction date | 2025-06-01 | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
| Shares owned (common) | 485 (Direct) | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
| Shares outstanding reference | 8,169,163 (as of March 15, 2025) | |
| Ownership % | ~0.006% of outstanding (485 / 8,169,163) | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
| Hedging/pledging policy | Hedging prohibited; pledging discouraged and requires preclearance | |
| Stock ownership guidelines | None implemented for directors; board reviews alignment periodically |
Insider Filings and Trades (recent)
| Filing | Filing Date | Transaction Date | Security | Post-Transaction Ownership | URL |
|---|---|---|---|---|---|
| Form 3 | 2025-06-17 | 2025-06-01 | Common Stock | 485 (Direct) | https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm |
Governance Assessment
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Strengths:
- Non-employee director with relevant FI M&A and real estate expertise; Risk Committee membership aligns with skillset .
- Board majority independence; strong committee independence (audit/comp/nominating) and separated Chair/CEO roles support oversight quality .
- Robust insider trading controls: hedging prohibited, pledging discouraged with preclearance; clawback policy adopted Nov 21, 2023 per SEC/NASDAQ rules .
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Watch items and potential red flags:
- No stock ownership guidelines for directors may weaken long-term alignment versus peers; McClatchey’s initial holding (485 shares) is de minimis (~0.006%) https://www.sec.gov/Archives/edgar/data/1090009/000109000925000030/0001090009-25-000030-index.htm .
- Risk Committee includes management participation (CEO on Risk), which can dilute fully independent risk oversight; McClatchey serves on Risk, but independence for that committee is mixed by design .
- Related-party transactions: none involving McClatchey at appointment; overall board-affiliate loans exist at bank level ($25.1M outstanding to affiliates at 12/31/2024), which warrants routine scrutiny of credit terms and approvals (standard policy applied) .
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Compensation alignment for directors: Cash-only meeting-based fees, no disclosed equity for directors; limits performance linkage but reduces pay-related conflict risk .
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Overall signal: Appointment adds FI deal and regional real estate expertise useful for growth markets; alignment could be strengthened by voluntary share accumulation given lack of formal ownership guidelines .