William Matthews V
SouthState BankAbout William Matthews V
William E. Matthews V (age 60) is SouthState Corporation’s Chief Financial Officer, appointed June 7, 2020 in connection with the CenterState merger; he has 13 combined years of service across SouthState and CenterState/NCOM/NBC . His prior roles include CFO at Alabama National Bancorporation (1998–2008), CFO at RBC Bank (USA) (2008–2009), Partner at New Capital Partners (2009–2011), and CFO/President roles at National Commerce Corporation (NCOM) and NBC, and EVP/CFO at CenterState (2019–June 7, 2020) . Company performance under the current leadership in 2024 included GAAP net income of $535M, Adjusted net income of $553M, PPNR of $740M, Adjusted ROATCE of 15.5%, TBV/share of $51.11 (+10.3% YoY), and stock value +18% with KBW regional bank index outperformance (+8% in 2024; +25% two‑year; +29% three‑year) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alabama National Bancorporation | EVP & Chief Financial Officer | 1998–2008 | Multi‑year bank CFO leadership |
| RBC Bank (USA) | Chief Financial Officer | 2008–2009 | National bank CFO experience |
| New Capital Partners | Partner | 2009–2011 | Private equity/finance perspective |
| National Commerce Corp. (NCOM) & National Bank of Commerce (NBC) | CFO (2011–2019); President & CFO (2018–2019); NBC President’s Board/Vice Chair (2012–2019) | 2010–2019 | Leadership across NCOM/NBC; board governance |
| CenterState & CenterState Bank | EVP & CFO | 2019–June 7, 2020 | Pre‑merger CFO; integration readiness |
| SouthState Corporation | Chief Financial Officer (appointed in CenterState merger) | Appointed June 7, 2020 | Post‑merger finance leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vulcan Park Foundation | Board member | Not disclosed | Community engagement |
| Girls, Inc. | Board member | Not disclosed | Community engagement |
| Childcare Resources | Board member | Not disclosed | Community engagement |
| Workshops, Inc. | Board member | Not disclosed | Community engagement |
| Start the Adventure in Reading | Board member | Not disclosed | Community engagement |
Fixed Compensation
Multi‑year CFO compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $562,000 | $578,860 |
| Stock Awards ($) | $654,703 | $660,536 | $769,930 |
| Non‑Equity Incentive ($) | $551,250 | $434,583 | $651,218 |
| All Other Compensation ($) | $32,802 | $44,690 | $41,033 |
| Total ($) | $1,763,755 | $1,701,809 | $2,041,040 |
2024 base salary was $578,860, with a target annual cash incentive (AIP) of 75% of base and maximum 112.5% of base; earned AIP was $651,218 (150% of target) . Following the Independent Merger, NEO base salaries increased 5% for 2025 (committee decision; applies to all NEOs) .
Perquisites (2024 “All Other Compensation” breakdown):
- 401(k)/Employer contributions: $13,800
- Life insurance/LTD premiums: $876
- Other cash total: $26,356 comprised of personal use of corporate apartment/bank auto ($9,102), imputed income from BOLI split‑dollar ($7,254), club membership dues ($10,000)
Performance Compensation
AIP metrics and payout (FY 2024):
| Metric | Weight | Threshold | Target | Max | Actual | Payout vs target |
|---|---|---|---|---|---|---|
| Adjusted PPNR less Net Charge‑Offs (in $MM) | 80% | $586 | $651 | $716 | $722 | 150% |
| NPAs/Loans + ORE ratio (absolute/peer quartile) | 20% | 25th percentile | 50th percentile | 75th percentile/≤0.75% | 0.63% | 150% |
2024 LTI opportunity and grants (CFO):
| Item | Detail |
|---|---|
| LTI target (% of base) | 130% of base, split 60% PSUs / 40% RSUs |
| Grant date | January 23, 2024 |
| RSUs (count, fair value) | 3,761 RSUs; $307,988 grant‑date fair value; vest ratably over 3 years on Jan 1 each year following grant |
| PSUs target (count, fair value) | 5,641 PSUs at target; $461,941 grant‑date fair value; eligible to vest 0–150% based on 3‑yr TBV growth and relative ROATCE (equal weight) |
| PSUs maximum fair value assumption | $692,912 (max performance) |
2022 PSUs vesting outcome (3‑year period ended 12/31/2024):
| Metric | Threshold | Target | Max | Achievement | Payout |
|---|---|---|---|---|---|
| TBV Growth | 10.0% | 11.0% | 12.0% | 16.6% | 150.0% |
| Adjusted ROATCE (peer percentile) | 25th | 50th | 75th | 64th percentile | 112.3% |
| Blended result | — | — | — | — | 131.2% |
| CFO shares acquired/value | 8,677 shares; $863,188 value at $99.48 (12/31/2024) |
Clawbacks and risk controls:
- SEC/NYSE‑compliant Compensation Recoupment Policy (3‑year lookback; applies to incentive‑based comp tied to financial reporting measures) complements broader clawback policy (since 2021) .
- Insider Trading Policy prohibits hedging/monetization and pledging/margin accounts; provides 10b5‑1 guidance; filed as Exhibit 19.1 to 10‑K .
- No option repricings allowed without shareholder consent .
Equity Ownership & Alignment
As of February 20, 2025 (beneficial ownership table):
| Holder | Common stock beneficially owned | Outstanding PSUs/RSUs (not counted as beneficial) | Total | Percent of Class |
|---|---|---|---|---|
| William E. Matthews V (CFO) | 42,784 | 23,084 | 65,868 | * (<1%) |
Near‑term vesting and potential supply:
- RSUs vest ratably each Jan 1 following grant; CFO has multiple unvested RSU tranches as of 12/31/2024 (counts: 4,577; 552; 2,312; 3,761) with associated market values at $99.48 .
- PSUs: 2022 PSUs earned at 131.2% (8,677 shares); 2023 and 2024 PSU tranches outstanding at target (5,204; 5,641) for performance periods ending 12/31/2025 and 12/31/2026 respectively .
- 2024 AIP payouts were delivered in Q1 2025; 2022 PSU shares expected to be released around February 26, 2025 (timing note) .
Alignment and guidelines:
- Executive stock ownership guideline: CFOs/other NEOs must hold ≥2× base salary; all NEOs exceeded requirements as of end‑2024 .
- Insider Trading Policy prohibits hedging and pledging; beneficial ownership statement notes shares are not pledged unless otherwise noted .
Employment Terms
Key agreement terms (CFO):
| Provision | Detail |
|---|---|
| Agreement | Employment & Non‑competition agreement dated Nov 23, 2018; auto‑renews annually |
| Severance (no CIC) | 1.5× (base salary + target prior‑year bonus) lump sum for termination without cause or resignation for good reason; plus continued medical/dental coverage to end of term |
| Change‑in‑control (CIC) | Within 12 months post‑CIC: 2.5× (base salary + highest bonus in prior 3 years) lump sum; continued medical/dental coverage |
| Non‑compete | 24 months post‑separation in Alabama and MSAs Atlanta, Jacksonville, Orlando, Tampa (18 months if involuntary without cause or good reason resignation) |
| Non‑solicit | Customers/employees: same post‑separation durations as above |
| COBRA medical/dental | Examples: $41,368 (Qualifying Termination) and $41,368 (CIC scenario) estimated as of 12/31/2024 |
| Tax gross‑ups | None disclosed for CFO (gross‑ups only apply to historic “grandfathered” agreements of CEO/CSO) |
| BOLI split‑dollar | Death benefit for CFO: lesser of $3.6M or Net At Risk value under split‑dollar agreement |
Illustrative potential payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | PSUs intrinsic ($) | Unvested RSUs ($) | COBRA ($) | BOLI split‑dollar ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (not CIC) | 1,520,164 | 1,112,468 | 680,036 | 41,368 | 0 | 3,354,035 |
| Disability | 0 | 1,112,468 | 680,036 | 0 | 0 | 1,792,504 |
| Death | 0 | 1,112,468 | 680,036 | 18,563 | 3,600,000 | 5,411,067 |
| Retirement | 0 | 1,112,468 | 680,036 | 0 | 0 | 1,792,504 |
| CIC (incl. qualifying termination) | 2,825,275 | 1,112,468 | 680,036 | 41,368 | 0 | 4,659,146 |
Retirement/SERP:
- CenterState‑assumed SERPs fully vested at CenterState merger; CFO entitled to $240,000/year over up to 180 months starting after reaching age 65 (July 19, 2029), present value $1,974,048 as of 2024; payments commence at age 65 or post‑separation per agreement .
Equity Ownership & Alignment (Outstanding Awards Detail)
| Award type | Count | Market value (at $99.48, 12/31/2024) |
|---|---|---|
| Unvested RSUs (multiple tranches) | 4,577; 552; 2,312; 3,761 | $455,320; $54,913; $229,998; $374,144 |
| PSUs earned (2022) | 8,677 | $863,188 |
| PSUs outstanding at target (2023) | 5,204 | $517,694 |
| PSUs outstanding at target (2024) | 5,641 | $561,167 |
Ownership policies and compliance:
- NEO stock ownership guidelines: ≥2× base salary; all NEOs exceeded as of year‑end 2024 .
- Anti‑hedging/anti‑pledging; 10b5‑1 plan guidance; policy publicly filed .
- Beneficial ownership table indicates shares held are not pledged unless otherwise noted; CFO beneficially owns 42,784 shares and <1% of class .
Compensation Structure Signals
| Element | Year‑over‑year changes / features |
|---|---|
| Cash vs equity mix | CFO total comp increased in 2024; strong variable pay tied to AIP and LTI (AIP up on 150% payout, LTI grant higher) |
| Shift in equity vehicles | LTI mix standardized to 60% PSUs / 40% RSUs (since 2024), with three‑year performance metrics (TBV growth, relative ROATCE) |
| Metric adjustments | December 2022: TBV metric under 2021/2022 PSUs modified to exclude changes in AOCI, increasing award fair values—monitor governance sensitivity |
| Ownership guidelines | Robust guidelines; all NEOs compliant; anti‑hedging/anti‑pledging |
Related Party & Governance
- Related party: Burr & Forman LLP engaged for tax work; two brothers‑in‑law of CFO are partners (outside tax); Company paid ~$275,000 in 2024; below 5% of firm revenue; transactions in ordinary course under Code of Ethics and Reg O standards .
- Say‑on‑Pay: 86.4% support in 2024 vote; 2025 vote counts: 79,929,686 “For”, 3,507,227 “Against”, 144,590 “Abstain” .
- Compensation consultant: FW Cook; market benchmarking; AIP/LTI design support; independent assessment of risk .
Investment Implications
- Alignment and risk: High variable and performance‑based pay (AIP 75% of base; LTI 130% of base, majority PSUs) ties CFO incentives to profitability (Adjusted PPNR less NCOs) and capital efficiency (TBV growth, relative ROATCE), consistent with outperformance versus KRX and ROATCE delivery in 2024 .
- Near‑term supply/selling pressure: RSU vesting each Jan 1 and 2022 PSU release around late Feb 2025 expand tradable float for insiders; however hedging/pledging bans, ownership requirements, and potential use of 10b5‑1 plans mitigate discretionary selling risk .
- Retention risk: Severance at 1.5× (no CIC) and 2.5× (CIC) with restrictive covenants (up to 24‑month non‑compete) lowers immediate exit risk; CIC package is competitive, but no tax gross‑ups for CFO reduces governance concerns .
- Governance watchpoints: The 2022 PSU metric modification (AOCI exclusion) elevated fair values—continue monitoring Compensation Committee rigor and investor feedback (say‑on‑pay support remained strong) .
- Related party exposure: Burr & Forman relationship appears immaterial and monitored under Reg O and Code of Ethics; low conflict risk flagged .