Douglas Hertz
SouthState BankAbout Douglas J. Hertz
Independent Board Chair of SouthState Corporation (SSB) since April 26, 2023; director since 2022. Age 72 as of the 2025 annual meeting. Career began at KPMG; CEO and President of United Distributors, Inc. (beverage distribution) since 1984. The Board affirmed his independence on February 20, 2025; his leadership emphasizes strategic oversight, risk management, and financial reporting; the Board waived the normal age-72 retirement to retain him one additional year to oversee integration of the Independent Bank merger and heightened regulatory standards in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Distributors, Inc. | President & CEO | 1984–present | Broad operating leadership; financial/operational oversight |
| KPMG | Accounting/Consulting | Early career | Public accounting foundation |
| Georgia Power Company | Director | Former (served prior to 2025) | Utility oversight at Southern Company subsidiary |
| Tulane University; Children’s Healthcare of Atlanta | Board Chair (prior) | N/A | Governance leadership at major non-profits |
| Woodruff Arts Center; Camp Twin Lakes | Director; Chair | Current | Community leadership, chair of Camp Twin Lakes |
External Roles
| Organization | Public/Private | Role | Dates |
|---|---|---|---|
| Georgia Ports Authority | State authority | Director | Current |
| Woodruff Arts Center | Non-profit | Director | Current |
| Camp Twin Lakes | Non-profit | Chairman | Current |
| Georgia Power Company (Southern Company subsidiary) | Private subsidiary | Director | Former (through 2024) |
Board Governance
- Role: Independent Chair since April 26, 2023; presides at Board/shareholder meetings; sets agendas/materials with CEO; leads executive sessions; advises committee chairs; available for shareholder engagement; guides Board self-assessment .
- Committee memberships: Compensation Committee member (not Chair). 2024: Compensation; 2025: Compensation (committee rosters updated annually) .
- Attendance: Board/committee attendance was 97% in 2023 and 95% in 2024 at the aggregate level; seven independent-director executive sessions were held in 2024 .
- Independence: Affirmed independent (NYSE standards) in 2024 and again on Feb 20, 2025 .
- Education: Minimum six hours annual director education; all directors met requirements in 2024 .
- Retirement waiver: One-year waiver of age-72 limit to retain Hertz as Independent Chair for 2025 to ensure continuity for the Independent merger integration and regulatory changes .
Fixed Compensation
| Year | Cash Retainer & Fees (USD) | Notes |
|---|---|---|
| 2023 | $140,000 | Independent Chair fee structure implemented April 26, 2023 |
| 2024 | $175,000 | Includes $131,250 elected as equity in lieu of cash (alignment signal) |
| 2025 Policy | $80,000 cash annual retainer (Board member) | Board increased member cash retainer from $75k to $80k for 2025 |
- Committee fee framework (company-wide): 2024 standard Board member cash retainer $75k; Chair of Board +$80k; committee chairs: Audit $20k; Risk/GovNom/Comp $15k; Audit members $15k; other committee members $10k .
- 2023 framework: increased cash retainers mid-year (Board member $75k full-year run-rate) .
Performance Compensation
Directors receive time-based RSUs (not performance-vested). Vesting occurs six months after grant (May 1 grants vest on November 1). Upon change of control, unvested RSUs vest; death triggers full vesting; unvested RSUs forfeit upon other termination .
| Grant/Conversion | Date | Type | Shares | Price | Vesting/Status | |---|---|---:|---:|---| | 2024 Director Equity Retainer | 2024-05-01 | RSU grant | 1,063 | $77.28 | Vested 2024-11-01 | | 2024 RSU Vesting | 2024-11-01 | M-Exempt (settlement) | 1,063 | $0.00 | Shares delivered; post-holdings updated | | 2025 Director Equity Retainer | 2025-05-01 | RSU grant | 1,136 | $87.65 | Vests 2025-11-01; increased retainer to $100k | | 2025 RSU Vesting | 2025-11-01 | M-Exempt (settlement) | 1,136 | $0.00 | Shares delivered; post-holdings updated |
- Performance metrics: N/A (no PSU/option awards to non-employee directors) .
- Director deferral plan: may defer up to 100% of cash and elect to defer RSU settlement; deferrals credited in the Company stock fund upon vest; paid following separation or change of control per elections .
Other Directorships & Interlocks
| Company | Listed? | Role | Dates |
|---|---|---|---|
| Atlantic Capital Bancshares, Inc. | Yes (prior) | Director | 2011–2022 |
| Georgia Power Company (Southern Co. subsidiary) | No (subsidiary) | Director | Former (through 2024) |
- Potential interlock (informational): Martin B. Davis (SSB director) is CIO of Southern Company; Hertz previously served on Georgia Power (Southern Company subsidiary). No related-party transactions were disclosed stemming from this connection .
Expertise & Qualifications
- Governance and oversight: Independent Board Chair with responsibilities across agenda setting, executive sessions, board self-assessment, and shareholder engagement .
- Risk and financial acumen: Experience in risk management, financial reporting, and accounting; led large private enterprise since 1984; began career at KPMG .
- Regional and community leadership: Service on Georgia Ports Authority and major non-profits (Woodruff Arts Center; Camp Twin Lakes Chair) enhances stakeholder perspective .
Equity Ownership
| Date (Record) | Beneficial Ownership (Total Shares) | Detail/Breakdown | Percent of Class |
|---|---|---|---|
| Feb 28, 2024 | 24,792 | 12,345 individually; 12,447 family trust | <1% |
| Feb 20, 2025 | 27,776 | 15,329 individually; 12,447 family trust | <1% |
- Ownership policy: Directors must own ≥5x the annual base cash retainer within 5 years. As of end-2024, all directors were on track to meet/meeting guidelines. Hedging and pledging of Company stock are prohibited; shares reported as not pledged .
Recent Insider Transactions (Form 4)
Fixed Compensation (Director Program Details)
| Component | 2024 Structure | 2025 Structure |
|---|---|---|
| Board member cash retainer | $75,000 | $80,000 |
| Board Chair add’l fee | $80,000 | $80,000 (no stated change) |
| Equity retainer (RSUs) | $85,000; vests at 6 months | $100,000; vests at 6 months |
| Committee chair fees | Audit $20k; Risk/Comp/GovNom $15k | Same unless modified in April 2025 |
| Committee member fees | Audit $15k; Risk/Comp/GovNom $10k | Same unless modified in April 2025 |
- 2024 Individual actuals (Hertz): Cash $175,000; Stock awards (vested value) $103,557.46; total $278,557.46. Footnote: elected $131,250 as equity in lieu of cash .
Other Directorships & Interlocks
| Company | Role | Public? | Overlap/Notes |
|---|---|---|---|
| Atlantic Capital Bancshares | Director | Yes (former) | 2011–2022 (ended before SSB merger with Atlantic Capital) |
| Georgia Power Company | Director | No (subsidiary) | Former director through 2024; link to Southern Company ecosystem |
Equity Ownership (Alignment & Policies)
- Ownership guidelines: ≥5x annual cash retainer; all directors met/are on track by end-2024 .
- Anti-hedging/pledging: Prohibited for directors, officers, employees .
- Related-party/loans: Company states director family banking relationships, if any, are on ordinary-course, non-preferential terms; no Hertz-specific related-party transactions disclosed in 2024–2025 proxies .
Governance Assessment
-
Strengths (confidence signals):
- Independent Board Chair with robust responsibilities; separation of Chair/CEO; fully independent key committees .
- High aggregate attendance (97% in 2023; 95% in 2024); regular executive sessions; required education met .
- Director compensation mix includes material equity; Hertz elected to receive a large portion of cash fees in equity in 2024 ($131,250), increasing alignment with shareholders .
- Strong shareholder support on Say-on-Pay (98% in 2023; 86.4% in 2024) indicates broad investor confidence in compensation governance .
-
Watch items / potential red flags:
- Retirement age waiver for 2025 (age 72) can signal entrenchment risk; Board cites continuity for Independent merger integration and regulatory transition—context mitigates risk but still merits monitoring .
- Prior Georgia Power board service alongside another SSB director’s affiliation with Southern Company ecosystem could present perception of network interlock; no related-party transactions disclosed .
-
Overall: Hertz’s independence, equity alignment (including equity in lieu of cash), and active chair role during a major merger integration are positives for board effectiveness and investor confidence, with the age-waiver properly disclosed and rationalized by the Board .
Appendices
Committee Assignments (select years)
| Year | Committees | Chair Roles |
|---|---|---|
| 2024 | Compensation Committee member | Independent Board Chair (Board, not a committee) |
| 2025 | Compensation Committee member (committee rosters refreshed annually) | Independent Board Chair |
Board/Committee Activity
- 2023: Board held 7 meetings; 97% attendance; multiple committee meetings; restructured committees to 4 (Audit, Risk, Compensation, Governance & Nominating) .
- 2024: Board held 10 meetings; 95% attendance; 7 executive sessions of independent directors .
Director Compensation – Individual (Hertz) 2024
| Fees earned/paid in cash | Stock awards | Total |
|---|---|---|
| $175,000 (incl. $131,250 equity in lieu of cash) | $103,557.46 | $278,557.46 |
Beneficial Ownership Detail (Hertz)
| As of Feb 28, 2024 | As of Feb 20, 2025 |
|---|---|
| 24,792 shares (12,345 individually; 12,447 family trust) | 27,776 shares (15,329 individually; 12,447 family trust) |