Martin Davis
SouthState BankAbout Martin B. Davis
Independent director of SouthState Corporation (SSB) since 2016; age 62. Executive Vice President, Southern Company Services, and Chief Information Officer (CIO) of Southern Company since 2015, leading >2,000 IT professionals across nine subsidiaries. Recognized technology and cybersecurity leader; chairs SSB’s Board Risk Committee and previously served on the Audit Committee. Determined independent by the Board on February 20, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company Services | EVP; CIO, Southern Company | 2015–present | Enterprise IT strategy, operations, delivery; cybersecurity leadership |
| Wells Fargo & predecessors | Head of Enterprise Technology Services; CTO; EVP | 2012–2014 | Led information security and key enterprise tech functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Heart Association – Southeast Region | Board of Directors | 2015–present | Non-profit |
| Piedmont Healthcare | Board of Directors | 2020–present | Non-profit |
| Winston-Salem State University | Board of Trustees | 2006–2013 | Public university |
Board Governance
- Independence: Affirmed independent under NYSE listing standards (Feb 20, 2025).
- Attendance: Board met 10 times in 2024; directors attended 95% of Board and committee meetings; seven executive sessions held.
- Cyber/risk oversight: Board includes a cybersecurity expert who chairs the Risk Committee; quarterly CISO and CIO reporting to Risk Committee; GLBA annual risk assessment approval.
- Committee responsibilities (summarized): Risk Committee oversees ERM, cyber/data security, BSA/AML/OFAC, credit/ALCO, liquidity/IRR, and business-line risk committees; Audit Committee oversees financial reporting, internal controls, internal audit, and external auditor.
| Committee | 2024 Assignment | Post–Annual Meeting (Apr 23, 2025) |
|---|---|---|
| Risk | Chair | Chair (members: Metz; Pou; Roquemore; G. Stacy Smith) |
| Audit | Member | Not listed as member in new roster |
Fixed Compensation (Director)
| Component | 2024 Policy | 2025 Policy | Source |
|---|---|---|---|
| Annual cash retainer | $75,000 | $80,000 (effective Jan 1, 2025) | |
| Board Chair fee (add’l) | $80,000 | $80,000 | |
| Committee Chair fees | Risk/Gov/Comp: $15,000; Audit: $20,000 | Same unless changed (not disclosed) | |
| Committee member fees | Audit: $15,000; Risk/Gov/Comp: $10,000 | Same unless changed (not disclosed) | |
| Equity retainer (RSUs) | $85,000, granted May 1, 2024; vests 6 months post-grant | $100,000, granted May 1, 2025; vests 6 months |
| Martin B. Davis – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | 115,000 |
| Stock awards (RSUs; vested Nov 1, 2024 at $97.42/sh fair value) | 103,557.46 |
| Total | 218,557.46 |
Notes:
- 2024 RSU grant to directors was $85,000 on May 1, 2024; vested Nov 1, 2024. None of the non-employee directors had unvested stock awards outstanding as of Dec 31, 2024.
- Directors may elect equity in lieu of cash and may defer cash retainers and/or RSU settlement under the Director Deferral Plan.
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual equity grant (RSUs) | Time-based only; 6-month vesting; accelerated on Change in Control; forfeiture on termination (other than death) | None (no director PSUs/options or performance conditions disclosed) |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| Southern Company (NYSE: SO) | Martin B. Davis is EVP, Southern Company Services; CIO of Southern Company | Another SSB director, Shantella E. Cooper, serves on Southern Company’s Board. Potential governance interlock through employment/board cross-connection; SSB Board still affirms both directors’ independence. |
No other U.S.-listed public company directorships are disclosed for Martin B. Davis.
Expertise & Qualifications
- 35+ years leading complex technology organizations in regulated environments; former head of Enterprise Technology Services/CTO at Wells Fargo (2012–2014).
- Board’s designated cybersecurity expertise; chairs Risk Committee overseeing enterprise risk, cyber, BSA/AML/OFAC, ALCO and capital/liquidity risk.
- Recognitions: U.S. Black Engineers & IT “50 Most Important African Americans in Technology”; Black Enterprise “75 Most Powerful African Americans in Corporate America”; Savoy “Most Influential Blacks in Corporate America” (2019–2020); 2021 TechBridge Ed Steinike CIO of the Year.
Equity Ownership
| Holder | Common Stock Beneficially Owned | Outstanding PSUs/RSUs | Deferred Director Stock Awards | Percent of Class | Notes |
|---|---|---|---|---|---|
| Martin Bernard Davis | 8,503 | — | — | * (<1%) | Shares are not pledged; sole voting/investment power unless noted. |
- Insider trading/hedging: Company prohibits hedging/monetizing and pledging; directors/officers subject to 10b5-1 plan guidelines.
- Director stock ownership guideline: ≥5x annual cash retainer within 5 years; Company states all directors have met or are on track as of end of 2024.
Governance Assessment
Strengths
- Independent status reaffirmed; chairs Risk Committee with deep technology/cybersecurity expertise—a critical competency for regional banks.
- Solid engagement: Board held 10 meetings with 95% attendance and seven independent executive sessions in 2024.
- No disclosed related-party transactions involving Martin B. Davis; Code of Ethics/Reg O governance for ordinary-course director/family relationships; no material issues reported in 2024.
Watch items
- Interlock sensitivity: An SSB director (Cooper) sits on Southern Company’s board while Davis is Southern’s CIO—monitor for any SSB-Southern dealings or perceived influence; the Board’s independence determinations considered such relationships and found no material impairment.
- Director pay levels increased for 2025 (cash retainer and equity) in line with peers—appropriate for scale post-Independent merger but continue to watch for escalation vs peers.
Shareholder sentiment signals
- Say-on-Pay support: 86.4% in 2024; in 2025 meeting, votes on NEO pay were 79,929,686 For vs 3,507,227 Against (high approval).
Appendix: Additional Board/Committee Context
- 2024 committee meetings: Audit (14), Compensation (6), Governance & Nominating (5), Risk (8), including four joint Audit/Risk sessions.
- Post–Apr 23, 2025 committee roster confirms Davis as Risk Chair; no longer listed on Audit.