David Salyers
SouthState BankAbout David G. Salyers
David G. Salyers (age 66) has served on SouthState’s Board since 2020. He is a retired executive responsible for Growth and Hospitality at Chick-fil-A, Inc., with a 37-year career focused on leadership development and customer experience, and previously served on the boards of CenterState (2017–2020) and Live Oak Bankshares Inc. (2019–2020) . He is an independent director and a member of the Board Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chick-fil-A, Inc. | Executive responsible for Growth & Hospitality | 37-year career | Leadership development and customer experience focus; national service-oriented operations insight |
| CenterState Bank (pre-merger) | Director | 2017–2020 | Provided board perspective through merger integration into SouthState |
| Live Oak Bankshares Inc. | Director | 2019–2020 | Banking sector board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Georgia | Inaugural Start Up Mentor-In-Residence | Not disclosed | Entrepreneurial mentorship |
| Author | “Remarkable!” (company culture) | Not disclosed | Governance-relevant focus on culture |
| Various venture/tech/startups | Director/Investor (unspecified) | Not disclosed | Venture capital partnerships, technology ventures, several startup directorships |
Board Governance
- Independence: The Board affirmed on February 20, 2025 that Salyers is independent under NYSE listing standards; each member of the Audit, Compensation, Governance & Nominating, and Risk Committees was independent .
- Committee assignment: Risk Committee member (Chair: Martin B. Davis); Risk Committee held 8 meetings in 2024; the Audit Committee held 14, Compensation 6, Governance & Nominating 5 .
- Attendance and engagement: Directors attended 95% of Board and committee meetings in 2024; Board met 10 times and held seven executive sessions of independent directors led by the Independent Board Chair .
- Ownership and trading controls: Anti-hedging and anti-pledging policy applies to directors; stock ownership requirement equal to 5× annual base cash retainer by the fifth anniversary; as of end-2024, all directors had met or were on track to meet ownership levels .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned in cash (2024) | $85,000 | Salyers’ actual 2024 cash fees |
| Director cash retainer (2024) | $75,000 | Base retainer for Board members |
| Committee member fees (2024) | Risk/Gov/Comp: $10,000; Audit: $15,000 | Per committee membership; chair fees higher (Audit $20k; Risk/Gov/Comp $15k) |
| Independent Chair additional fee (2024) | $80,000 | Applied to Independent Board Chair (not Salyers) |
| 2025 adjustments | Cash retainer to $80,000 | Effective Jan 1, 2025 |
Performance Compensation
| Award | Grant Date | Award Value ($) | Vest Date | Valuation Basis |
|---|---|---|---|---|
| RSUs (annual director grant) | May 1, 2024 | $85,000 | Nov 1, 2024 | Market value on vest date; closing price $97.42; Salyers’ stock-award accounting value $103,557.46 |
| 2025 RSUs (planned) | May 1, 2025 | $100,000 | 6 months after grant | Committee increased equity retainer for 2025 |
- RSUs vest time-based; no performance-conditioned metrics disclosed for non-employee directors. Change in control accelerates vesting; death triggers full vesting; forfeiture upon service termination for reasons other than death (for unvested RSUs) .
Other Directorships & Interlocks
| Company | Status | Years | Notes |
|---|---|---|---|
| CenterState Bank | Prior listed board | 2017–2020 | Pre-merger; potential historical network within Southeast banking |
| Live Oak Bankshares Inc. | Prior listed board | 2019–2020 | Banking sector exposure |
| Current listed company boards | None | — | “Other Current Listed Company Boards” blank for Salyers in 2025 proxy |
- Related party transactions: Bank maintains ordinary-course loan/deposit/service relationships with some directors/families/affiliates on market terms and within Reg O; Board determined none were material to independence; reports in 2024 contained routine, nonmaterial matters and did not involve directors/executive officers or their families .
Expertise & Qualifications
- National service-oriented operations and customer experience leadership; governance value for culture and human capital oversight .
- Risk oversight engagement via Risk Committee membership; Board highlights cybersecurity and risk management focus, with risk and technology expertise on Board .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Deferred Director Stock Awards | Outstanding PSUs/RSUs | Total | Percent of Class |
|---|---|---|---|---|---|
| David G. Salyers | 14,119 | — | — | 14,119 | <1% |
- Shares for directors and executive officers noted as “not pledged as security” unless otherwise stated; Company prohibits pledging under its Insider Trading Policy .
Governance Assessment
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Alignment: Salyers holds 14,119 shares and, per policy, must reach 5× cash retainer ownership by year five; Company discloses all directors met or are tracking to meet requirements by end-2024—supportive of alignment and pay-for-governance expectations .
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Independence and committee effectiveness: Independence affirmed in 2025; active Risk Committee member with an engaged committee cadence (8 meetings, plus joint sessions with Audit) that emphasizes ALCO, credit risk, and regulatory oversight—positive for board risk governance .
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Engagement: Board-level attendance at 95% and regular executive sessions signal active oversight and independent director engagement .
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Compensation structure: Balanced mix of fixed cash ($85,000 actual for Salyers in 2024) and time-based RSUs (annual grant with 6-month vest), no discretion or performance metrics tied to director pay—typical in banking governance and mitigates misaligned incentives .
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Conflicts/red flags: No material related-party issues disclosed; anti-hedging/anti-pledging policy reduces misalignment risk; no pledging indicated; no hedging permitted—no apparent governance red flags pertaining to Salyers. Continued monitoring of ordinary-course banking relationships remains prudent .
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Overall signal: Salyers’ customer-centric, culture-driven background complements SouthState’s focus on risk and human capital; independence, attendance, and ownership posture support investor confidence. The absence of performance-tied director equity is standard; the anti-hedging/pledging and ownership requirements strengthen alignment .