David Brooks
SouthState BankAbout David R. Brooks
Age 66; appointed to SouthState’s Board on January 1, 2025 in connection with the Independent Bank Group merger; not considered independent due to his prior role as Independent’s CEO; tenure at SSB begins 2025. Career banker with deep Texas and Colorado market expertise; former Chairman/CEO of Independent Bank/Independent Financial since 1988; service includes CFO at Baylor University and multiple civic roles; currently Chairman of Capital Southwest Corporation and a Regent at Baylor University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Bank/Independent Financial | Chairman & Chief Executive Officer | 1988–2024 | Led growth across Texas and Colorado; extensive industry/community leadership |
| Texas Commerce Bank-Brookhollow (now part of JPMorgan Chase) | President/CEO | Mid-1980s | Regional banking leadership |
| Baylor University | Chief Financial Officer | 2000–2004 | Financial stewardship at major university |
| Houston Baptist University | Board of Trustees; Board Chair (2 yrs) | 2006–2012 | Governance leadership |
| Large regional bank (merged into Bank of America) | Banking roles | Early 1980s | Early banking career foundation |
| McKinney City Council, School District; local civic orgs | Various leadership/board roles | Various | Community and economic development roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capital Southwest Corporation | Chairman of the Board | Current | Public company board chair |
| Baylor University | Board of Regents | Current | Higher education governance |
| Independent Financial/Independent Bank Group | Director | 2002–2024 | Public company directorship prior to SSB merger |
Board Governance
- Independence: Not independent (N) as of 2025 due to prior CEO role at Independent .
- Committee assignments: None listed in the post-annual meeting committee slates (Audit, Compensation, Governance & Nominating, Risk) approved April 23, 2025 .
- Board attendance: Directors attended 95% of Board/committee meetings in 2024; seven executive sessions held; Board met 10 times in 2024 (Brooks joined in 2025) .
- Board leadership: Douglas J. Hertz serves as Independent Board Chair (effective April 26, 2023) .
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Cash Retainer (2025) | $80,000 | Annual | Increased from $75,000 effective Jan 1, 2025; directors may elect equity in lieu of cash |
| Equity Retainer (2025) | $100,000 RSUs | Granted May 1; vest 6 months later | Increased from $85,000; unvested RSUs fully vest at change-in-control; vest on death; forfeiture on other termination |
| Committee Chair Fees | $15,000 (Risk, Governance & Nominating, Compensation); $20,000 (Audit) | Annual | For chair roles |
| Committee Member Fees | $15,000 (Audit); $10,000 (Risk, Governance & Nominating, Compensation) | Annual | For membership |
Additional: Brooks is eligible for standard non-employee director compensation/benefits; he entered a transition agreement to serve through 2027 (subject to annual elections) .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Time-based | None (no performance metrics for directors) | Vested 6 months post-grant; accelerated at change-in-control; full vest on death; forfeited on other termination |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Capital Southwest Corporation | Chairman | No SSB-related interlocks disclosed in proxy |
| Independent Financial/IBG | Former Director (2002–2024) | Legacy role pre-merger; transition to SSB board |
Expertise & Qualifications
- Banking and regional market expertise (Texas/Colorado), risk and operations leadership; former CEO/Chair at IBG .
- Financial leadership (CFO at Baylor University); governance roles in higher education and civic bodies .
- Community and industry leadership; broad network across economic development organizations .
Equity Ownership
| Holder | Shares | Other Stock Units | Total | % of Class | Notes |
|---|---|---|---|---|---|
| David R. Brooks | 428,026 | 267 | 428,293 | <1% | Not pledged; includes 52,440 owned directly, 327,586 via LLP, 48,000 via family trusts |
- Stock ownership requirement: Directors must own at least 5× the annual cash retainer by the fifth anniversary; as of end-2024, all directors have met or are on track to meet guidelines .
- Hedging/pledging prohibition: Directors, officers, and employees are prohibited from hedging or pledging company securities .
Governance Assessment
- Committee assignments and engagement: No committee assignment as of April 23, 2025 despite proxy stating expectation of appointments; monitor future committee placement for engagement in risk/audit oversight .
- Independence: Not independent due to prior CEO role at Independent; may limit committee eligibility (e.g., Audit/Risk/Compensation require independence) .
- Compensation and incentives: Standard director pay with meaningful equity component aligns interests; strong ownership guideline and anti-hedging/pledging policy support alignment .
- Related-party/transactions: Company reports ordinary-course banking relationships with directors and affiliates under non-preferential terms; no material related-party conflicts disclosed involving Brooks .
- Transition payments: Received $12.8 million change-in-control severance (Jan 1, 2025) and $5.0 million transaction bonus (Dec 2024) tied to Independent; subject to 2-year non-compete and 1-year non-solicit, confidentiality, and non-disparagement—may raise investor perception considerations but are legacy to IBG, not SSB awards .
- Shareholder oversight signals: Say-on-Pay support was 86.4% in 2024 and 79.93 million votes for in 2025; Board reduced size to 14 and refreshed committee leadership post-annual meeting .
Board Governance (Contextual Data)
| Item | Data |
|---|---|
| Board independence | 13 of 15 nominees (87%) independent; four fully independent committees |
| Education requirement | Minimum 6 hours annually; all directors met/exceeded in 2024 |
| Executive sessions | Seven in 2024; Independent Board Chair presides |
| Committee meeting counts (2024) | Audit 14, Compensation 6, Governance & Nominating 5, Risk 8; several joint Audit/Risk sessions |
Risk Indicators & RED FLAGS
- RED FLAG: Not independent; restricts eligibility for key oversight committees (Audit/Risk/Compensation) .
- RED FLAG: No committee assignment as of April 23, 2025; watch for near-term appointment to ensure engagement in oversight .
- Watch: Large IBG legacy severance/bonus payments around merger ($12.8M + $5.0M) may draw scrutiny; counterbalanced by non-compete/non-solicit commitments .
- Positive alignment: Significant share ownership and strict anti-hedging/pledging policy; director ownership guidelines in place .
Employment & Contractual Terms (Director)
- Transition agreement: Service on SSB Board until 2027 annual meeting (subject to annual elections); non-compete (2 years) and non-solicit (1 year) from Jan 1, 2025; confidentiality and non-disparagement covenants .
Say-on-Pay & Shareholder Feedback (Context)
| Year | Outcome |
|---|---|
| 2024 | 86.4% votes cast supported Say-on-Pay |
| 2025 | Votes for 79,929,686; against 3,507,227; abstain 144,590; non-votes 7,942,394 |