Ruffner Page Jr
SouthState BankAbout Ruffner Page Jr
G. Ruffner Page Jr., 65, has served on SouthState Corporation’s Board since 2020 and is President and Chief Operating Officer of O’Neal Industries; he previously served as President of McWane, Inc. (1999–2022) and as Executive Vice President of National Bank of Commerce (1989–1994) . The Board affirmatively determined Page is independent under NYSE listing standards as of February 20, 2025 . In 2024, directors attended 95% of Board and committee meetings; SouthState maintains an independent Board Chair and regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Neal Industries | President & Chief Operating Officer | Board since 2016; current executive role | Metals industry leadership across products/services; strategic insights for bank oversight |
| McWane, Inc. | President | 1999–Jan 2022 | Led global manufacturing business; operational and risk experience |
| National Bank of Commerce (subsidiary of Alabama National Bancorporation) | Executive Vice President | 1989–1994 | Banking operations leadership |
| Alabama National Bancorporation | Director | 1995–2008 | Board oversight at public bank holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CenterState Bank Corporation | Director | 2019–2020 | Public company board service pre-merger |
| National Commerce Corporation (NCOM) | Lead Independent Director | 2010–2019 | Lead independent role at public company |
| Alabama National Bancorporation | Director | 1995–2008 | Public company board service |
Other current listed-company boards: none disclosed for Page in 2025 proxy .
Board Governance
- Committee assignments: Audit Committee member in 2024; not a committee chair .
- Independence: Board affirmed Page’s independence under NYSE standards (Feb 20, 2025) .
- Tenure: Director since 2020 .
- Attendance: Directors collectively attended 95% of Board and committee meetings in 2024; Board held 10 meetings and seven executive sessions of independent directors .
- Board structure: Independent Chair (Douglas J. Hertz) with defined responsibilities; all key committees (Audit, Compensation, Governance & Nominating, Risk) are fully independent .
Fixed Compensation
Director compensation structure (cash and equity retainers):
| Component | 2024 | 2025 |
|---|---|---|
| Base cash retainer | $75,000 | $80,000 |
| Board Chair additional fee | $80,000 | $80,000 |
| Audit Committee chair | $20,000 | $20,000 |
| Audit Committee member | $15,000 | $15,000 |
| Risk/Comp/Gov-Nom chair | $15,000 | $15,000 |
| Risk/Comp/Gov-Nom member | $10,000 | $10,000 |
| Equity retainer (RSUs) | $85,000 (granted 5/1/2024; vests in 6 months) | $100,000 (granted 5/1/2025; vests in 6 months) |
Ruffner Page Jr – 2024 director compensation:
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $100,000 |
| Stock awards (RSUs; fair value) | $103,557.46 |
| Total | $205,227.46 |
| Deferral elections | $25,000 cash; $75,000 equity-in-lieu of cash deferred under Director Deferral Plan |
Director Deferral Plan and retention policy highlights:
- Directors may defer up to 100% of cash retainers and elect deferral of 50–100% of RSU settlement; deferred RSUs credit the SouthState Stock Fund upon vesting .
- Stock ownership requirement: minimum 5x annual base cash retainer by the 5th anniversary of service; all directors have met or are on track as of 2024 year-end .
Performance Compensation
- SouthState does not use performance-conditioned equity for directors; annual director equity is time-based RSUs vesting six months post-grant, with accelerated vesting upon change-of-control and full vesting upon death .
Other Directorships & Interlocks
| Company | Shared roles/links | Potential interlocks |
|---|---|---|
| National Commerce Corporation | Lead Independent Director (2010–2019) | Historical governance link to Southeast banking; no current SSB transaction conflicts disclosed |
| CenterState Bank Corporation | Director (2019–2020) | Pre-merger board history; integration experience |
| Alabama National Bancorporation | Director (1995–2008) | Historic public bank governance experience |
Related-party/ordinary course: SouthState reported ordinary course banking relationships with certain directors/family/affiliates, below NYSE thresholds; no material related-party conflicts involving Page were disclosed in 2024 reports .
Expertise & Qualifications
- Senior operating executive in metals manufacturing (O’Neal Industries; McWane), bringing operations, supply-chain and risk management expertise .
- Prior bank executive roles (National Bank of Commerce EVP) and long-standing public company board service in banking, supporting audit and risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 217,333 |
| Percent of outstanding | <1% (indicated “*”) |
| Breakdown | 79,182 direct; 64,056 via children’s trusts; 74,095 via LLC where Page is managing member |
| Vested vs unvested | Directors had no unvested stock awards outstanding as of 12/31/2024 |
| Pledged as collateral | None; table notes shares “not pledged as security” unless otherwise indicated |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited for directors |
| Ownership guideline | 5x annual cash retainer; directors met or are on track by year 5 |
Governance Assessment
- Independence and audit membership: Page’s independent status and role on the Audit Committee support board effectiveness in financial oversight; Audit held 14 meetings in 2024, with independent financial expert as chair (Cofield) .
- Ownership alignment: Significant beneficial stake (217,333 shares) and strict prohibitions on hedging/pledging plus 5x retainer guideline enhance alignment with shareholders .
- Engagement and attendance: Board-level 95% attendance and regular executive sessions indicate active governance; independent Board Chair provides structured oversight .
- Compensation structure: Director pay balanced between cash and time-based RSUs; modest 2025 increases aligned to peer analysis; deferral options available; no performance-conditioned pay for directors reduces risk of misalignment .
- Conflicts/related-party exposure: No specific Page-related related-party transactions disclosed; ordinary course relationships overseen under Code of Ethics and Regulation O, with 2024 compliance reports showing only routine non-material HR matters .
Shareholder feedback: 86.4% support for Say-on-Pay in 2024, indicating broad investor approval of compensation governance; not specific to directors but reflects overall pay governance sentiment .
RED FLAGS: None disclosed for Page regarding hedging/pledging, related-party transactions, attendance, or pay anomalies .