Janet Froetscher
SouthState BankAbout Janet P. Froetscher
Independent director of SouthState Corporation (SSB) since January 1, 2025; age 65. She is Board Chair and Senior Advisor of the J.B. and M.K. Pritzker Family Foundation, and previously served as CEO of Special Olympics, President/CEO of the National Safety Council, and CEO of United Way of Metropolitan Chicago. Earlier roles include COO of the Aspen Institute and leadership at Bankers Trust Company and First National Bank of Chicago in account management, credit and syndications, providing financial risk and operating experience. The Board has affirmatively determined she is independent under NYSE standards. Committee placement for Ms. Froetscher is pending; she is expected to be appointed to one or more Board committees in April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.B. and M.K. Pritzker Family Foundation | Board Chair and Senior Advisor | 2016–present (as Chair/Senior Advisor following service as President) | Philanthropic leadership; governance oversight |
| Special Olympics | Chief Executive Officer | 2013–2016 | Led global NGO operations across 170+ countries |
| National Safety Council | President & Chief Executive Officer | 2008–2013 | Safety advocacy, nonprofit operating leadership |
| United Way of Metropolitan Chicago | Chief Executive Officer | 2003–2008 | Turnaround/operating leadership in major nonprofit |
| Aspen Institute | Chief Operating Officer | Not disclosed | Enterprise operations/governance support |
| Commercial Club of Chicago (nonprofit consulting arm) | Executive Director | Not disclosed | Strategy/consulting oversight |
| Bankers Trust Company; First National Bank of Chicago | Account management, credit and syndications | Not disclosed | Corporate banking, credit/risk expertise |
External Roles
| Company/Organization | Role | Public Company? | Tenure | Committees |
|---|---|---|---|---|
| Cboe Global Markets, Inc. | Director | Yes (CBOE) | 2010–present | Not disclosed |
| Independent Bank Group, Inc. | Director | Yes (former: IBTX) | 2023–2024 | Not disclosed |
Board Governance
- Independence status: Independent director as certified by the Board on February 20, 2025.
- Committee assignments: Not yet assigned for 2024; expected to be appointed to one or more committees in April 2025 post-merger integration.
- Board structure and effectiveness:
- 87% of the 2025 slate are independent; separate CEO and Independent Board Chair roles; entirely independent Audit, Compensation, Governance & Nominating, and Risk Committees.
- 2024 Board attendance was 95%; Board met 10 times; seven executive sessions of independent directors.
- Required minimum six hours of director education annually; all directors exceeded requirement in 2024.
- Annual board and committee self-evaluations; external governance consultant engagement improved board “right-sizing,” cohesiveness, and succession process.
- Anti-hedging and anti-pledging policy for directors; mandatory retirement age 72 (waivers possible).
- Shareholder engagement and pay oversight: 86.4% support on 2024 say-on-pay; continued investor outreach on governance and compensation.
Fixed Compensation (Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2025) | $80,000 | Increased from $75,000 effective Jan 1, 2025. |
| Independent Board Chair add’l fee | $80,000 | Role-specific supplement. |
| Committee chair fees | $20,000 (Audit); $15,000 (Risk, Governance & Nominating, Compensation) | Annual amounts. |
| Committee member fees | $15,000 (Audit); $10,000 (Risk, Governance & Nominating, Compensation) | Annual amounts. |
| Equity retainer (2025) | $100,000 in RSUs | Granted May 1, 2025; vests six months post-grant; change in control accelerates. |
| Deferral options | Cash retainer and RSU settlement deferrable | Non-employee directors may defer up to 100% of cash retainer and defer 50%/100% of RSU settlement into plan accounts. |
Notes:
- Directors may elect equity in lieu of cash retainers.
- Insider Trading Policy prohibits hedging and pledging; 10b5-1 plan guidance provided.
- Stock ownership guideline: minimum 5x annual cash retainer within five years; as of end-2024, all directors met or are on track.
Performance Compensation
- Director equity is time-based RSUs with six-month vesting; there are no performance-conditioned metrics for director compensation.
| Performance Condition | Applies to Director Pay? | Details |
|---|---|---|
| Financial/TSR metrics | No | RSUs vest with service; change-in-control accelerates. |
Other Directorships & Interlocks
- Current public company board: Cboe Global Markets, Inc. (2010–present). No disclosed committee roles or interlocks affecting SouthState.
- Prior public board: Independent Bank Group, Inc. (2023–2024).
- No related-person transactions specific to Ms. Froetscher disclosed; Board reviewed ordinary-course director relationships and found no material relationships affecting independence.
Expertise & Qualifications
- Financial services grounding via prior roles at Bankers Trust Company and First National Bank of Chicago (account management, credit, syndications).
- Extensive CEO/operating experience across global nonprofits (Special Olympics; National Safety Council; United Way Chicago) and institutional governance (Aspen Institute), relevant to risk, operations, and human capital oversight.
- Public company market structure experience via Cboe Global Markets board service (2010–present).
Equity Ownership
| Metric (as of Feb 20, 2025) | Amount |
|---|---|
| Common stock beneficially owned | 1,972 shares |
| Outstanding RSUs/PSUs | 267 units (unvested) |
| Deferred director stock awards | — (none reported) |
| Total | 2,239 shares/units |
| Pledged shares | None (company states shares in table are not pledged; policy prohibits pledging) |
Ownership guidelines and alignment:
- Directors must hold ≥5x annual cash retainer within five years; restricted stock and RSUs count; directors met or are on track as of end-2024.
Governance Assessment
Strengths
- Independence affirmed; no material related-party transactions; strong anti-hedging/anti-pledging policy and robust ownership guidelines support alignment.
- Deep operating and governance experience across complex organizations; current Cboe directorship adds market and regulatory perspective valuable for risk oversight.
- Board-level practices (annual evaluations with outside consultant, high attendance, separate Independent Chair, independent committees) bolster board effectiveness.
Watch items
- Committee assignments pending until April 2025 as post-merger board integration finalizes; investors should monitor ultimate committee placement (e.g., Risk, Governance & Nominating) to gauge influence on oversight areas.
- As a new director in 2025, there is no 2024 individual attendance history; rely on Board’s overall 2024 attendance and education compliance as baseline.
Policy context and shareholder confidence signals
- Director pay structure is market-aligned, primarily mix of cash plus time-vested RSUs; no performance-conditioned director equity—a conservative approach that limits risk-taking incentives for directors.
- Strong shareholder engagement and solid 2024 say-on-pay support (86.4%) indicate general investor confidence in compensation governance overseen by the Board.