Stacy Smith
SouthState BankAbout Stacy Smith
G. Stacy Smith, age 57, was appointed to the SouthState (SSB) Board effective January 1, 2025, in connection with the Independent Financial merger; the Board affirmatively determined him to be independent under NYSE listing standards on February 20, 2025 . Smith is Partner at Trinity Investment Group and Managing Partner/co-founder of Stillwater Mountain Ranch LLC; he previously co-founded Walker Smith Capital (long/short equity hedge fund) where he served as portfolio manager for sixteen years and began his career as an energy analyst at Wasserstein Perella & Co. .
Past Roles
| Organization | Role | Tenure/Detail | Committees/Impact |
|---|---|---|---|
| Walker Smith Capital | Co-founder, Portfolio Manager (long/short equity HF) | Served 16 years as portfolio manager | Investment management expertise; market perspective |
| Wasserstein Perella & Co. | Energy Analyst | Early career | Energy/finance analytical background |
| EAW Energy Partners | Advisor | Current | Oil & gas minerals acquisition advisory |
| Stillwater Mountain Ranch LLC | Managing Partner, Co-founder | Current | Private development leadership |
| Trinity Investment Group | Partner, Co-founder | Current | Private/public equity and hard assets investor |
External Roles
| Entity | Role | Tenure | Notes |
|---|---|---|---|
| Whitehorse Finance, Inc. (listed BDC) | Director | Current | Closed-end management investment company |
| Independent (Independent Financial) | Director | 2013–2024 | Joined SSB board via Independent merger |
Board Governance
- Independence: Determined independent under NYSE listing standards on February 20, 2025; all members of Audit, Compensation, Governance & Nominating, and Risk Committees are independent per policy .
- Committee assignments: Smith “expected to be appointed to one or more Board committees in April 2025” (post-merger onboarding); 2024 committee composition predates his appointment .
- Board/committee cadence and attendance: Board held 10 meetings in 2024; directors attended 95% of Board and committee meetings; independent directors held seven executive sessions in 2024 (context; Smith joined in 2025) .
- Director education: Minimum six hours annually; Company disclosed each director satisfied and exceeded the 2024 requirement (context; general governance standard) .
- Ownership/Trading policies: 5x annual cash retainer stock ownership requirement within five years; anti-hedging and anti-pledging prohibitions; 10b5-1 guidance in Insider Trading Policy .
Fixed Compensation
| Component | 2025 Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $80,000 | Increased from $75,000 effective Jan 1, 2025 |
| Independent Board Chair additional fee | $80,000 | Applies to Chair, not all directors |
| Committee Chair fees (Compensation, Risk, Governance & Nominating) | $15,000 | Per committee chair |
| Audit Committee Chair fee | $20,000 | Enhanced vs other committee chairs |
| Committee member fee – Audit | $15,000 | Per member |
| Committee member fee – Compensation, Risk, Governance & Nominating | $10,000 | Per member |
| Cash/equity election | Directors may elect equity in lieu of cash | Flexibility in retainer form |
| Director Deferral Plan | May defer up to 100% of cash retainer; may defer settlement of 50% or 100% of RSUs; deferred RSUs credited upon vesting; payouts in cash or stock per elections | Fully vested deferrals; paid post-separation or change in control per elections |
Performance Compensation
| Equity Element | 2025 Terms | Vesting/Triggers |
|---|---|---|
| Annual equity retainer (RSUs) | $100,000 RSUs granted May 1, 2025 | Vest six months after grant; upon change of control, all unvested RSUs vest and settle in shares; death triggers full vesting; termination for other reasons forfeits unvested RSUs |
Note: Director equity is time-vested RSUs (no performance metrics); clawback/recoupment policies disclosed apply to executive officers (not directors) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Whitehorse Finance, Inc. | No SSB-related conflict disclosed; ordinary-course banking relationships with directors and affiliates may exist on non-preferential terms and below NYSE thresholds; Board found no material relationships impacting independence . |
| Independent (Independent Financial) | Former director; joined SSB board via merger; no ongoing role at Independent . |
Expertise & Qualifications
- Investment management and capital markets: 16 years as hedge fund portfolio manager; current investment firm partner; provides investor perspective and market insight .
- Energy/financial analysis: Early career as energy analyst at Wasserstein Perella & Co. .
- Regional banking familiarity: Board biography cites knowledge of Texas banking market as additive to SSB’s Southeast footprint .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Other Stock Units (Deferred Director Stock Awards) | Outstanding PSUs/RSUs | Total | Percent of Class | As of |
|---|---|---|---|---|---|---|
| G. Stacy Smith | 33,679 | — | 267 | 33,946 | <1% | Feb 20, 2025 |
- Ownership policy: Directors must beneficially own ≥5× annual cash retainer within five years; restricted stock/RSUs and deferred plan units count toward threshold .
- Hedging/pledging: Prohibited for directors, officers, and employees .
- Pledging status: Proxy notes shares held by directors are “not pledged as security” unless otherwise noted; none noted for Smith .
Governance Assessment
- Independence and alignment: Smith is NYSE-independent and holds meaningful direct equity; combined with a five-year 5× retainer ownership requirement and anti-hedging/pledging rules, alignment is reasonable for a new appointee .
- Board effectiveness context: Strong 2024 attendance (95%), structured committee cadence, and regular independent executive sessions indicate robust oversight; Smith’s committee placement was pending as of the proxy and should be monitored for risk and audit coverage fit .
- Compensation mix: Base director package emphasizes balanced cash ($80k) and time-vested equity ($100k) in 2025, with additional fees tied to committee responsibilities; no performance metrics attached to director equity—common practice, but investors should focus on compliance with ownership guidelines .
- Conflicts/related parties: Company discloses ordinary-course, non-preferential banking relationships with directors and affiliates and found no material relationships affecting independence; no Smith-specific related-party transactions disclosed .
- Shareholder sentiment: Broader governance signals include an independent Chair, annual director elections, required education, and 2024 say-on-pay support of 86.4% (context for governance culture) .
RED FLAGS: None disclosed specific to Smith. Monitor forthcoming committee assignments and any future related-party disclosures post-integration of Independent to ensure continued independence and risk oversight integrity .