Merriann Metz
SouthState BankAbout Merriann Metz
Merriann Metz, age 50, joined SouthState’s Board in July 2024 and is considered an independent director under NYSE listing standards as of February 20, 2025 . She serves as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary of Publix Super Markets, Inc., overseeing legal, risk management, compliance, and environmental/sustainability functions; prior roles at Publix include VP GC/CCO/Secretary (2019–2022), Assistant GC/Assistant Secretary (2016–2019), and Senior Attorney (2006–2016) . Before Publix, she practiced commercial real estate transactions and litigation at Lowndes, Drosdick, Doster, Kantor and Reed, P.A., and has served as Director and Board Chair of Easter Seals Florida, Inc. . Her legal, compliance, and risk management background is cited by the company as enhancing the Board’s capabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Publix Super Markets, Inc. | SVP, General Counsel, Chief Compliance Officer, and Secretary | Jan 2022 – present | Responsible for legal, risk management, compliance, environmental and sustainability functions |
| Publix Super Markets, Inc. | VP, General Counsel, Chief Compliance Officer, and Secretary | 2019 – 2022 | Enterprise legal and compliance leadership |
| Publix Super Markets, Inc. | Assistant General Counsel and Assistant Secretary | 2016 – 2019 | Legal advisory; corporate governance support |
| Publix Super Markets, Inc. | Senior Attorney | 2006 – 2016 | Commercial legal matters |
| Lowndes, Drosdick, Doster, Kantor & Reed, P.A. | Attorney | Prior to 2006 | Commercial real estate transactions and real estate litigation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Publix Super Markets, Inc. (private) | SVP, GC, CCO & Secretary | 2022 – present | Not a public company directorship |
| Easter Seals Florida, Inc. (non-profit) | Director; Board Chair | Not specified | Community service leadership |
| Other current listed company boards | None disclosed | — | “Other Current Listed Company Boards” column blank for Metz |
Board Governance
- Independence: The Board determined Metz is independent under NYSE standards (as of Feb 20, 2025) .
- Committee assignments: Newly appointed in July 2024; expected to be appointed to one or more Board committees in April 2025 (committee composition for 2024 did not include her) .
- Attendance and engagement: Board-level attendance was 95% in 2024 across directors/committees; the Board held 10 meetings and independent directors held seven executive sessions in 2024 .
- Board leadership: Independent Chair (Douglas J. Hertz) structure in place since April 2023; independent committees (Audit, Compensation, Governance & Nominating, Risk) .
- Education: Minimum 6 hours of director education annually; all directors met/exceeded the 2024 requirement .
- Ownership/Trading policies: Directors must own at least 5x the annual base cash retainer within 5 years; anti-hedging and anti-pledging policies are in place .
| 2024 Board Activity | Count |
|---|---|
| Board meetings | 10 |
| Executive sessions (independent directors) | 7 |
| Audit Committee meetings | 14 (incl. 3 for 10-Qs, 1 for 10-K; 4 joint with Risk) |
| Compensation Committee meetings | 6 |
| Governance & Nominating Committee meetings | 5 |
| Risk Committee meetings | 8 (incl. 4 joint with Audit) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned/paid in cash (Metz) | $21,250 | Pro-rated for partial-year service; appointed July 24, 2024 |
| Stock awards (Metz) | $97,657.14 | Pro-rated RSUs; vested Jan 24, 2025 at $103.67; no unvested stock awards outstanding at 12/31/24 |
| Total (Metz) | $118,907.14 | Sum of cash + stock |
| Director Fee Schedule | 2024 | 2025 Update |
|---|---|---|
| Cash retainer (Board members) | $75,000 | $80,000 (effective Jan 1, 2025) |
| Additional fee – Board Chair | $80,000 | $80,000 |
| Committee Chair – Audit | $20,000 | $20,000 |
| Committee Chair – Risk, Governance & Nominating, Compensation | $15,000 | $15,000 |
| Committee Member – Audit | $15,000 | $15,000 |
| Committee Member – Risk, Governance & Nominating, Compensation | $10,000 | $10,000 |
| Equity retainer (RSUs) | $85,000 (granted May 1, vests in 6 months) | $100,000 (granted May 1, vests in 6 months) |
| Election to receive equity in lieu of cash | Permitted | Permitted |
- Deferred compensation elections available: non-employee directors may defer up to 100% of cash retainers and defer settlement of 50% or 100% of annual RSUs; mechanics and payout timing described in the Director Deferral Plan .
- Anti-hedging/anti-pledging: Hedging/pledging of company stock is prohibited by policy .
Performance Compensation
- Structure: Non-employee directors do not receive performance-based pay; equity is delivered as time-vested RSUs with six-month vesting (death vesting; forfeiture on termination; accelerated vesting upon change of control) .
- Consultant/benchmarking: The Compensation Committee uses an independent consultant (FW Cook) to review director compensation competitiveness and governance; no conflicts of interest identified .
| Plan Component | Metric/Terms | 2024 Terms | 2025 Update |
|---|---|---|---|
| Annual director equity | Time-vested RSUs | $85,000 in RSUs on May 1; vest 6 months; CoC accelerates vesting | $100,000 in RSUs on May 1; vest 6 months |
| Performance metrics (directors) | None | Not applicable to director equity | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current listed company boards | None disclosed for Metz (column blank in nominees table) |
| Private/company roles | Publix SVP, GC, CCO & Secretary (officer role, not a directorship) |
| Non-profit boards | Easter Seals Florida, Inc. – Director and Board Chair |
| Interlocks/conflicts review | Board’s 2025 independence review considered ordinary-course relationships (including those in Related Person Transactions); none deemed material; independent status affirmed for Metz |
Expertise & Qualifications
- Legal, compliance, and risk management leadership at a large multi-state retailer; responsible for legal, risk, compliance, and ESG functions at Publix .
- Governance qualifications: independent under NYSE rules; Board emphasizes diverse skills and independent oversight; strict anti-hedging/pledging and ownership policies apply to directors .
Equity Ownership
| Holder | Common Stock Beneficially Owned (2/20/2025) | Deferred Director Stock Awards | Outstanding PSUs/RSUs | Total | % of Class |
|---|---|---|---|---|---|
| Merriann Metz | 942 | — | — | 942 | * (<1%) |
- Shares not pledged; company policy prohibits pledging and hedging by directors .
- Stock ownership guideline: directors must hold ≥5x annual cash retainer in company stock within 5 years of election; company states directors have met or are on track to meet thresholds by their fifth anniversary; counts include certain unvested/vested equity as specified .
Governance Assessment
-
Strengths
- Independence affirmed; no material related-party conflicts identified; strong anti-hedging/anti-pledging and ownership policies support alignment .
- Deep legal/compliance/risk experience adds valuable oversight capability, relevant to banking risk and regulatory expectations .
- Board-level engagement infrastructure is robust (independent Chair, 95% attendance, frequent executive sessions, active committee cadence) which supports director effectiveness as Metz transitions into committee roles .
-
Watch items
- Early tenure and pending committee assignments (expected April 2025) mean limited committee-track record to evaluate yet; monitor 2025 committee placement and participation .
- Current ownership is modest given newness to the Board (942 shares) but within policy runway (5-year window to meet ≥5x retainer) .
- Publix officer role is outside the banking sector; while independence affirmed and no material relationships disclosed, continue monitoring for any vendor/customer banking relationships that could surface in Related Person disclosures in future proxies; Board’s 2025 review found none material .