Shantella Cooper
SouthState BankAbout Shantella E. Cooper
Independent director of SouthState Corporation since 2022; age 57. Founder & CEO of Journey Forward Strategies (leadership, culture, and transformation consulting). Former Executive Director, Atlanta Committee for Progress (2018–2022); prior operating roles include Chief Transformation Officer at WestRock (2016–2018) and Vice President/General Manager, Vice President of Human Resources, and Vice President of Ethics at Lockheed Martin Aeronautics (2011–2016). Other current public boards: Intercontinental Exchange, Inc. and The Southern Company; prior: Veritiv (through 2023) and Atlantic Capital (2019–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Journey Forward Strategies, LLC | Founder & Chief Executive Officer | Current | Executive coaching, leadership/culture, business transformation |
| Atlanta Committee for Progress | Executive Director | Oct 2018 – Feb 2022 | Led CEO coalition on development and inclusion for City of Atlanta |
| WestRock Company | Chief Transformation Officer | 2016 – 2018 | Transformation leadership across operations |
| Lockheed Martin Aeronautics | VP & General Manager; VP Human Resources; VP Ethics | 2011 – 2016 | Senior operating, HR, and ethics roles |
External Roles
| Company | Role | Committees | Tenure |
|---|---|---|---|
| Intercontinental Exchange, Inc. | Director | Chair, Risk Committee; Member, Compensation Committee | 2020–present |
| The Southern Company | Director | Business Security & Resiliency; Nominating, Governance & Corporate Responsibility | Oct 2023–present |
| Veritiv Corporation | Director | — | 2020–2023 |
| Atlantic Capital | Director | — | 2019–2022 |
Board Governance
- Independence: Board affirmed Ms. Cooper as independent (Feb 20, 2025). All Audit, Compensation, Governance & Nominating, and Risk Committee members were independent .
- Committee assignments (SSB): Member, Risk Committee; Member, Governance & Nominating Committee (not chair) .
- Attendance: Directors attended 95% of Board/committee meetings in 2024; 10 Board meetings and 7 executive sessions of independent directors .
- 2024 committee meeting cadence (for context): Audit 14; Compensation 6; Governance & Nominating 5; Risk 8 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board Cash Retainer (2024) | $75,000 | Directors may elect equity in lieu of cash . |
| Committee Member Fees (2024) | Audit: $15,000; Risk/G&N/Comp: $10,000 | Per committee membership . |
| Committee Chair Fees (2024) | Audit Chair: $20,000; Risk/G&N/Comp Chairs: $15,000 | Not applicable to Cooper in 2024 . |
| Board Chair Additional Fee (2024) | $80,000 | For independent Chair (not Cooper) . |
| Ms. Cooper 2024 Cash/Equity Received | Fees earned in cash: $95,000; Stock awards: $103,557.46; Total: $198,557.46 | Mix reflects election to receive $71,250 equity in lieu of cash and $23,750 cash; RSUs valued at vest ($97.42 on 11/1/2024) . |
Performance Compensation
| Equity Element | Grant Value | Grant/Vest Terms |
|---|---|---|
| Annual Director RSU (2024) | $85,000 | Granted May 1, 2024; cliff vests 6 months later (Nov 1, 2024); accelerates on change in control; forfeited if service ends (death exception) . |
| 2025 Director Updates | Cash retainer increased to $80,000; Equity retainer increased to $100,000 (RSUs, vest 6 months after May 1, 2025) | Effective Jan 1, 2025 . |
Note: SouthState does not use performance-linked metrics for non-employee director equity; awards are time-based RSUs .
Other Directorships & Interlocks
| Relationship | Detail | Relevance |
|---|---|---|
| Southern Company overlap | Ms. Cooper serves on Southern Company’s board; SSB director Martin B. Davis is Southern Company’s EVP and CIO | Network link across boards; no related-party transaction disclosed at SSB . |
| Market infrastructure (ICE) | Ms. Cooper chairs ICE’s Risk Committee, member of ICE Compensation Committee | Relevant risk oversight expertise for SSB Risk Committee role . |
Expertise & Qualifications
- Depth in operations, risk management, change management, human capital, and community affairs from prior senior roles (WestRock, Lockheed Martin; Executive Director ACP) .
- Brings strategic, transformation, and governance acumen aligned with SSB’s Risk and Governance & Nominating mandates .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Other Stock Units (Deferred/Outstanding) | % of Class | Notes |
|---|---|---|---|---|
| Shantella E. Cooper | 7,663 | — | <1% | Shares owned directly as of Feb 20, 2025 . |
| Hedging/Pledging | Prohibited for directors | — | — | Anti-hedging and anti-pledging policy applies to directors . |
| Ownership Guidelines | 5x annual cash retainer, to be met within 5 years | — | — | All directors have met/exceed or are on track within five years . |
| Deferral | May defer up to 100% of cash retainer and elect to defer RSU settlement | — | — | Director Deferral Plan; RSUs can be deferred to settlement in stock . |
Insider Trades and Holdings Alignment
| Filing (Form 4) | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-11-03 filed (for 2025-11-01) | 2025-11-01 | RSU vest/settlement (exempt) | 1,136 | $0.00 | 9,383 | |
| 2025-11-04 filed (for 2025-11-03) | 2025-11-03 | Award/Grant | 338 | $88.85 | 9,721 |
Note: Insider trading data confirms routine director equity vesting/awards and an increasing position through RSUs; no open-market sales indicated in these filings.
Governance Assessment
-
Strengths
- Independent director with relevant risk oversight background; serves on SSB Risk and Governance & Nominating Committees .
- Board-wide attendance is strong (95% in 2024); robust committee cadence; independent Chair and regular executive sessions (7 in 2024) support effective oversight .
- Director pay structure aligns with shareholders via equity retainer; ability to receive equity in lieu of cash; stock ownership guideline (5x retainer) and anti-hedging/pledging bolster alignment .
- Independence reaffirmed in 2025; no material related-party conflicts disclosed; Reg O and related-party controls in place .
-
Watch items / potential conflicts
- Network interlock: Cooper sits on Southern Company’s board while SSB director Martin B. Davis is a Southern Company executive; not a disclosed related-party transaction, but note information flow considerations .
- Multiple board commitments (ICE Risk Chair; Southern Company committees) require ongoing monitoring of time/attention; SSB director education and attendance standards mitigate risk .
Director Compensation Detail (2024)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Shantella E. Cooper | 95,000 | 103,557.46 | 198,557.46 | Elected equity in lieu of $71,250 cash; $23,750 paid in cash; RSUs vested 11/1/2024 at $97.42 . |
Related-Party Transactions / Conflicts
- SSB discloses ordinary-course loans/deposits/services with directors and related entities/family on market terms; no material adverse relationships and below NYSE thresholds. The Code of Ethics and Reg O requirements govern approvals and ongoing monitoring. 2024 reports noted only routine, non-material HR items with no director involvement .
- Independence determinations explicitly considered personal/affiliate transactions; Cooper deemed independent .
Signals for Investors
- Risk oversight depth: ICE Risk Chair and SSB Risk Committee role are positive for controls and risk governance. Attendance and independent structure support board effectiveness .
- Alignment: Meaningful equity component in director pay; ownership guidelines and anti-hedging/pledging strengthen alignment .
- No red flags in related-party transactions or hedging/pledging; say-on-pay support indicates broader shareholder confidence (86.4% in 2024) .
Appendix: Committee Membership Summary (2024)
| Committee | Chair | Members (incl. Cooper) | 2024 Meetings |
|---|---|---|---|
| Risk | Martin B. Davis | Ronald M. Cofield, Sr.; Shantella E. Cooper; William K. Pou, Jr.; James W. Roquemore; David G. Salyers | 8 |
| Governance & Nominating | William K. Pou, Jr. | Shantella E. Cooper; Jean E. Davis | 5 |
All facts cited: and external sources: .