Ronald Cofield Sr
SouthState BankAbout Ronald M. Cofield, Sr.
Ronald M. Cofield, Sr. (age 66) is an independent director of SouthState Corporation, serving since 2022; he is a retired Audit Partner from PricewaterhouseCoopers (PwC) with a 38-year career, including managing partner roles for PwC’s Orlando and Birmingham offices, the Carolinas practice, and the Atlanta Assurance practice—key SouthState markets . He is a Certified Public Accountant, a member of the AICPA, and the Board has designated him as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit Partner; Managing Partner (Orlando; Birmingham; Carolinas practice; Atlanta Assurance practice) | 38-year PwC career | Led audits for multiple public companies (including financial institutions); brings deep accounting and financial reporting oversight experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Refuge – Tech Transformation Academy (Atlanta) | Advisor (professional life skills, corporate outreach, placement) | Current | Community engagement in economically challenged neighborhood; workforce development focus . |
| Various civic/non-profit orgs (Atlanta Symphony Orchestra; Charlotte Arts & Science Council; Operation New Birmingham) | Director/Executive Committee Member | Prior service (dates not specified) | Regional civic leadership in key SSB markets . |
Board Governance
| Category | Detail | Evidence |
|---|---|---|
| Independence | Board affirmatively determined Cofield is independent (Feb 20, 2025) | |
| Committee assignments (2024) | Audit Committee – Chair; Risk Committee – Member | |
| Audit Committee Financial Expert | Board determined Cofield qualifies as “audit committee financial expert” (SEC rules) | |
| Committee meetings held (2024) | Audit: 14; Risk: 8; (Compensation: 6; Governance & Nominating: 5) | |
| Board meetings and attendance (2024) | 10 Board meetings; directors attended 95% of Board/committee meetings; 7 executive sessions of independent directors | |
| Committee independence | All Audit, Compensation, Governance & Nominating, and Risk Committee members are independent | |
| Director education | Minimum 6 hours annually; each director satisfied and exceeded the 2024 requirement |
Fixed Compensation (Non-Employee Director)
| Year | Fees earned/paid in cash ($) | Stock awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | 107,500 | 81,138 | 188,638 | RSUs granted May 1, 2023 at $85,000; vested Nov 1, 2023; value based on $66.78 close on vesting date; amounts reflect ASC 718; Cofield deferred amounts under Directors Deferred Income Plan . |
| 2024 | 120,000 | 103,557.46 | 223,557.46 | RSUs granted May 1, 2024 at $85,000; vested Nov 1, 2024; value based on $97.42 close on vesting date; amounts reflect ASC 718; Cofield deferred amounts under Directors Deferred Income Plan . |
Director fee schedule context:
- Director equity retainer: $85,000 in RSUs issued May 1 each year; vest 6 months post-grant; unvested RSUs vest on change of control; forfeiture on other terminations; 2024 structure retained from 2023 .
- Committee/Board retainers (2023 changes retained for 2024): Board member cash retainer increased to $75,000 (from $60,000 pre-May 1, 2023); Audit Committee Chair retainer $20,000; Audit Committee member $15,000; other committee chair/member retainers per schedule .
Anti-hedging/pledging policy:
- Directors are prohibited from hedging/monetizing company stock and from holding/pledging company stock in margin accounts; SouthState also states shares reported are “not pledged as security” unless noted .
Performance Compensation
- Non-employee directors receive time-based RSUs; there are no performance-based equity awards or performance metrics tied to director compensation disclosed (RSUs vest solely with time; grant $85,000 each May 1, vest Nov 1) .
Other Directorships & Interlocks
| Category | Detail | Evidence |
|---|---|---|
| Current U.S.-listed public company boards | None disclosed for Cofield | |
| Committee roles at other public companies | None disclosed |
Expertise & Qualifications
- CPA; member of the American Institute of Certified Public Accountants (AICPA) .
- 38-year PwC audit career, including leadership of multiple offices/practices in key SSB markets; audit partner for multiple public companies (including financial institutions) .
- Designated “audit committee financial expert” per SEC rules; chairs Audit Committee overseeing financial reporting, internal controls, and auditor independence (EY) .
Equity Ownership
| As-of Date | Common stock beneficially owned (shares) | Deferred director stock units | Outstanding PSUs/RSUs | Total | Percent of class |
|---|---|---|---|---|---|
| Feb 28, 2024 | 2,948 | — | — | 2,948 | * (<1%) |
| Feb 20, 2025 | 4,046 | — | — | 4,046 | * (<1%) |
- Company states shares of directors/officers are “not pledged as security,” and an anti-hedging/anti-pledging policy applies to directors .
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-designated financial expert; active on Risk Committee; Board confirmed independence and all relevant committee independence; strong board-level attendance (95% in 2024) and regular executive sessions; directors met and exceeded continuing education requirements .
- Alignment: Receives a balanced cash/equity mix consistent with peers; consistent RSU grants with short vest; personal ownership increased YoY (2,948 to 4,046 shares) while remaining <1%—with anti-hedging/pledging safeguards .
- Conflicts/Related-party review: Board reviewed ordinary-course banking relationships with directors and found no material relationships under NYSE standards; no related-party transactions disclosed for Cofield .
- Broader governance signal: Recent Say-on-Pay support of 98% (2023 vote) indicates positive shareholder sentiment on compensation governance, though focused on executives rather than directors .
No RED FLAGS identified specific to Mr. Cofield in the latest proxies: no pledging/hedging, no material related-party dealings, and clear independence while chairing the Audit Committee .