James Roquemore

About James W. Roquemore

Independent director of SouthState Corporation (SSB); age 70; currently serves on the Audit and Risk Committees. Director since 2022 (with prior service on SouthState’s board from 1994–2020), bringing 50+ years of leadership in operations, finance and customer-facing execution as former CEO and Chairman of Patten Seed Company/Super Sod (retired Sept 2020). Board affirms his independence under NYSE standards; overall board/committee attendance in 2024 was 95%, and directors completed at least six hours of continuing education, indicating active engagement .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Audit (member); Risk (member) . Committee assignments updated post-2025 annual meeting: remains on Audit and Risk (Audit Committee members include Roquemore; Risk Committee members include Roquemore) .
• Independence: Board affirmed Roquemore is independent (as of Feb 20, 2025). All Audit, Compensation, Governance & Nominating, and Risk Committee members are independent .
• Attendance and engagement: Board held 10 meetings in 2024; directors attended 95% of Board/committee meetings; independent directors held seven executive sessions; required ≥6 hours of director education completed by all directors in 2024 .
• Other current listed company boards: None (for Roquemore) .
• Board leadership context: Independent Chair (Douglas J. Hertz) since April 2023; strong governance practices (no poison pill; clawbacks; anti-hedging/pledging; annual self-evaluations) .

Fixed Compensation

• 2024 director pay structure:
  • Cash retainers/fees: $75,000 Board retainer; $20,000 Audit Chair; $15,000 Chairs of Risk/G&N/Comp; $15,000 Audit Committee member; $10,000 Risk/G&N/Comp Committee member .
  • Equity retainer: $85,000 in RSUs granted May 1, 2024; vests six months after grant; accelerated vesting upon change of control; equity may be elected in lieu of cash .
• 2025 structure changes: Cash retainer increased to $80,000; equity retainer increased to $100,000 (RSUs granted May 1, 2025; six-month vest) .

2024 actual pay to Roquemore:

Notes:

• His 2024 cash aligns with structure (Board retainer $75,000 + Audit member $15,000 + Risk member $10,000 = $100,000) .
• Director Deferral Plan available (cash retainer up to 100%; RSU settlement 50% or 100% may be deferred) .

Performance Compensation

• Directors do not receive performance-conditioned awards at SSB; equity retainer is time-vested RSUs (six-month vest) with no PSU/option component . | Performance Metric | Weight | Threshold/Target/Max | Result/Payout | |---|---|---|---| | Not applicable to non-employee directors (time-based RSUs only) | — | — | — |

Other Directorships & Interlocks

Expertise & Qualifications

• 50+ years leadership in management, marketing, HR, finance, and operations; deep local-market knowledge; strong consensus-building from long board experience (prior 1994–2020 plus current since 2022) .
• Risk oversight experience via current membership on Audit and Risk Committees .

Equity Ownership

Recent insider transactions (Form 4):

Governance Assessment

• Strengths
  • Independent director on two critical oversight committees (Audit and Risk), signaling strong involvement in financial reporting, controls, and enterprise risk oversight .
  • Board-level independence confirmed; robust governance framework (separate Chair/CEO, executive sessions, clawbacks, anti-hedging/pledging, stock ownership requirements) supports investor alignment .
  • Consistent attendance culture (95% in 2024) and required annual education completed by directors; governance maturity evidenced by annual self-assessments and external governance consultant engagement .
  • Director compensation mix balanced (cash + equity with short vest), plus voluntary deferral plan and stringent ownership guideline (≥5x retainer) enhance skin-in-the-game without risk-inducing structures .
  • No director-specific related-party transactions disclosed; ordinary-course relationships subject to Reg O and independence thresholds .
• Watch items
  • Mandatory retirement age is 72; at age 70 he is approaching the retirement threshold. The Board has shown flexibility (waiver for the Independent Chair to support integration/regulatory work), but succession planning remains a near-term consideration for director refresh .
  • Long historical tenure (prior board service 1994–2020) can raise external perceptions on independence continuity, though the Board has formally re-affirmed independence under NYSE standards .
  • Insider activity includes periodic gifts and RSU conversions; no sales reported, and policy prohibits hedging/pledging, mitigating alignment concerns (see Form 4 URLs in Equity Ownership table).

Director Compensation Detail (Context)

Related-Party Transactions and Conflicts

• Policy and oversight: Code of Ethics/Reg O compliance; routine Board oversight via Audit Committee and ethics officer; 2024 reports contained routine, nonmaterial HR-related items with no director involvement .
• Ordinary-course banking relationships with directors/families were below NYSE independence thresholds; no Roquemore-specific related-party transactions disclosed .

Say-on-Pay & Shareholder Feedback (Board-Level Context)

• Say-on-Pay support at 2024 annual meeting: 86.4% “FOR,” indicating general investor support of pay practices; annual shareholder engagement maintained .

Committee Assignments Snapshot

Summary Implications for Investors

• Board-effectiveness signal: Active roles on Audit and Risk, strong attendance norms, and robust governance policies support confidence in oversight of financial reporting and risk.
• Alignment: Material equity ownership (51,794 shares; not pledged), RSU-based director equity, ownership guidelines, and anti-hedging rules align incentives with shareholders .
• Low conflict risk: No director-specific related-party transactions disclosed; ordinary-course relationships within regulatory and listing standards .
• Succession: At age 70 with a 72 retirement policy, anticipate board refresh considerations in coming cycles .