Renee Brooks
SouthState BankAbout Renee Brooks
Renee R. Brooks, age 54, has served as SouthState Corporation’s Chief Operating Officer since 2018 and became COO of SouthState Bank on June 8, 2020, following the CenterState merger; prior roles include Chief Administrative Officer (2012–2018) and Chief Risk Officer alongside CAO . Her incentive structure ties pay to operating performance and asset quality via annual AIP metrics (Adjusted PPNR less net charge-offs; NPAs/Loans+ORE) and to long-term value creation via PSUs measured on tangible book value (TBV) growth and 3-year ROATCE, evidencing performance-linked compensation design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SouthState Corporation | Chief Operating Officer | 2018–present | Executive operational leadership across the corporation |
| SouthState Bank | Chief Operating Officer | 2020–present | Bank COO post-CenterState merger; leadership over core bank operations |
| SouthState Corporation/Bank | Chief Administrative Officer | 2012–2018 | Enterprise administration leadership |
| SouthState Corporation/Bank | Chief Risk Officer (concurrent with CAO) | 2012–2018 | Oversight of risk alongside administrative duties |
External Roles
No public external directorships or roles disclosed for Ms. Brooks in the proxy materials reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | $500,000 | $535,000 | $551,050 |
| Target bonus (% of base) | 70% (AIP target) | 70% (AIP target) | 75% (AIP target) |
| Actual AIP earned ($) | $525,000 | $413,704 | $619,931 |
| One-time bonus ($) | — | — | — |
| All other compensation ($) | $13,053 | $14,046 | $14,676 |
Performance Compensation
Annual Incentive Plan (AIP) – Detailed metrics
| Year | Metric | Weighting | Target | Actual | Payout (% of target) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Adjusted PPNR less Net Charge-Offs | 80% | $651 million | $722 million | 150% | Cash paid Q1 2025 |
| 2024 | NPAs/Loans + ORE | 20% | ≤0.75% for max; peer quartile if >0.75% | 0.63% | 150% | Cash paid Q1 2025 |
| 2023 | Overall AIP outcome (metrics not detailed here) | — | — | Performance achieved 110.47% | AIP paid $413,704 | Cash (timing per company practice) |
| 2021 | Adjusted EPS | 40% | $5.23 | $7.58 | 150% | Cash per AIP |
| 2021 | Adjusted PPNR | 40% | $540 million | $518 million | 79.5% | Cash per AIP |
| 2021 | NPAs/Loans + ORE | 20% | 50th percentile | 0.35% (≤0.75% = max) | 150% | Cash per AIP |
Long-Term Incentive (LTI) – Structure and awards
| Year | LTI target (% of base) | RSUs (% / $) | PSUs (% / $) | PSU metrics and weighting | Vesting schedule |
|---|---|---|---|---|---|
| 2024 | 105% of base ($578,603) | 40% ($231,441) | 60% ($347,162) | TBV Growth (50%) + 3-Year relative ROATCE (50%) | RSUs vest ratably Jan 1 over 3 years; PSUs earn over 3-year performance period |
| 2023 | 100% of base ($535,000) | 40% ($214,000) | 60% ($321,000) | TBV Growth (50%) + 3-Year ROATCE (50%) | RSUs vest ratably Jan 1 over 3 years; PSUs earn over 3-year performance period |
| 2022 PSU outcome | — | — | — | 3-year PSUs paid at 131.2% based on TBV Growth and 3-Year ROATCE for 1/1/2022–12/31/2024 | Settled after performance certification |
Equity Ownership & Alignment
Beneficial ownership
| As-of date | Common stock beneficially owned (#) | Other stock units (deferred/PSUs/RSUs) (#) | Total (#) | Percent of class |
|---|---|---|---|---|
| Feb 28, 2024 | 49,704 | 18,415 | 68,119 | <1% (*) |
| Feb 20, 2025 | 42,603 | 17,910 | 60,513 | <1% (*) |
Rights to acquire within 60 days (options/RSUs)
| As-of date | Options (#) | RSUs (#) | Total (#) |
|---|---|---|---|
| Dec 31, 2023 table | 9,964 | 7,680 | 17,644 |
| Dec 31, 2024 table | 4,999 | 6,611 | 11,610 |
Outstanding equity awards (Dec 31, 2023)
| Option exercise price ($) | Expiration date | Shares exercisable (#) |
|---|---|---|
| $66.32 | 1/22/2024 | 1,333 |
| $61.42 | 1/21/2025 | 2,522 |
| $63.54 | 1/20/2026 | 2,443 |
| $91.35 | 1/25/2027 | 2,183 |
| $91.05 | 1/17/2028 | 2,816 |
| Stock awards outstanding (unvested) | Units (#) |
|---|---|
| Time-vesting RSUs (selected tranches) | 461; 841; 2,642 |
| PSUs unearned (selected tranches) | 7,680; 5,041; 3,963 |
2024 equity activity (selling pressure indicators)
| Activity | Shares (#) | Value realized ($) |
|---|---|---|
| Options exercised | 6,298 | $188,245 |
| Stock awards vested | 9,442 | $794,228 |
- Stock ownership guidelines: NEOs must hold stock equal to at least 2× base salary; five years to comply; as of end of 2023 all NEOs exceeded requirements .
- Hedging and pledging prohibitions: Company policy prohibits hedging and pledging; insider trading policy provides 10b5‑1 guidance for directors and officers .
- No pledged shares: Beneficial ownership tables note shares are not pledged unless otherwise stated; no pledging indicated for Ms. Brooks .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective/term | Employment agreement effective at CenterState merger (June 7, 2020); initial term 3 years; auto-renews for 1-year periods annually . |
| Severance (without cause / good reason) | Cash equal to base salary + target annual bonus; continued employer-paid medical/dental premiums for up to 12 months . |
| Change in control (within 12 months post-CIC) | Cash equal to 2.5× (base salary + highest annual bonus in prior 3 years); CIC severance designed to reflect market practice; certain award treatments tied to “Pay to Integrate” and “Pay to Lead” programs per prior agreement . |
| Death or disability | Substantially same benefits as termination without cause/good reason, excluding cash severance; medical/dental for family 12 months following death (no employer-paid in disability) . |
| Restrictive covenants | Non-compete: 1 year post-termination; non-solicit (customers/employees): 2 years; confidentiality and mutual non-disparagement obligations; severance contingent on compliance . |
| Clawback | Compensation Recoupment Policy (three-year lookback for incentive comp tied to restated results) complements broader clawback policy in place since 2021 . |
Compensation Structure Analysis
- Year-over-year mix: For 2022–2024, Ms. Brooks’ pay shows a balanced mix of fixed salary and performance-linked AIP/LTI; AIP targets increased from 70% to 75% of base in 2024, and LTI target rose from 100% (2023) to 105% (2024), reinforcing variable pay emphasis .
- AIP metric evolution: AIP metrics emphasize core earnings and asset quality—2024 weighted 80% to Adjusted PPNR less net charge-offs and 20% to NPAs/Loans+ORE—versus inclusion of Adjusted EPS and PPNR in 2021, indicating focus on pre-tax core profitability and credit discipline .
- LTI design: PSUs tied equally to TBV growth and 3‑year ROATCE (relative ROATCE in 2024), with 2022 PSUs paying at 131.2%, aligning equity with multi-year value creation .
- Change-in-control economics: CIC multiple of 2.5× base + highest bonus is a material payout lever; combined with accelerated treatment of certain awards and standard restrictive covenants, this structure meaningfully reduces voluntary attrition risk around corporate transactions .
- Ownership alignment and selling pressure: Material personal shareholdings (42.6K common as of Feb 2025) and unvested equity support alignment; 2024 option exercise (6,298) and vesting (9,442) suggest manageable periodic supply from insider activity under company policies prohibiting hedging/pledging .
Investment Implications
- Compensation tied to tangible operating drivers (PPNR less net charge-offs; NPAs) and multi-year capital efficiency (TBV growth; ROATCE) should align Ms. Brooks’ incentives with shareholder value creation and prudent credit management; 2024 AIP capped at 150% reflects strong execution against these measures .
- CIC protections (2.5×) and auto-renewal terms lower near-term retention risk, but create a notable payout lever in sale scenarios; monitor board/shareholder stance on severance norms vs market medians .
- Equity ownership, compliance with 2× salary ownership rules, and prohibition of hedging/pledging support alignment; periodic exercises/vestings are observable but appear consistent with standard executive liquidity and plan schedules .
- Ongoing emphasis on TBV and ROATCE in PSUs encourages disciplined balance sheet management—particularly relevant given rate/credit cycles—suggesting Ms. Brooks’ pay will remain sensitive to core banking performance rather than headline EPS alone .