William Pou Jr
SouthState BankAbout William K. Pou, Jr.
Independent director of SouthState Corporation since 2020; age 68 as of the 2025 annual meeting. Former Chairman and EVP of W.S. Badcock Corporation (Badcock Home Furniture & More), where he led multi‑unit retail operations and chaired the company’s Compliance Committee until the 2021 sale; subsequently served as Executive Advisor to the new ownership through 2022. He brings >30 years of consumer credit/collections expertise and multi‑state retail operations experience; the board designates him independent under NYSE standards and he currently chairs the Governance & Nominating Committee and serves on the Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.S. Badcock Corporation (Badcock Home Furniture & More) | Chairman of the Board; EVP; Chair of Compliance Committee | Through company sale in 2021; Executive Advisor 2021–2022 | Led retail operations across 373+ stores in eight states; deep consumer credit and collections oversight |
| First National Bank of Polk County (one of three banks that formed CenterState) | Founding Director | 1992 (founding) | Banking formation/oversight experience that later integrated into CenterState/SouthState platform |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Florida Southern College | Board of Trustees | Community/academic governance role |
| Lakeland Regional Health | Board Member | Regional healthcare governance |
| Mercer University | Board Member | Academic governance (Macon, GA) |
Board Governance
- Independence: Board affirmed Pou is independent under NYSE listing standards (Feb 20, 2025).
- Current committees/roles (2024–2025):
- Governance & Nominating Committee: Chair.
- Risk Committee: Member.
- Board/committee activity and attendance:
- 2024 Board meetings: 10; directors attended 95% of Board and committee meetings; seven executive sessions of independent directors held.
- 2024 Committee meeting counts: Audit (14), Compensation (6), Governance & Nominating (5), Risk (8), plus four joint Audit/Risk sessions.
- Board structure: One‑year terms; majority‑independent board; fully independent standing committees; separate CEO and Independent Chair; mandatory retirement age 72.
Fixed Compensation
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Cash fees (retainers + committee fees) – W.K. Pou, Jr. | $102,500 | $110,000 | Individual director cash reported in proxy |
| Director equity retainer (annual design) | $85,000 RSUs | $85,000 RSUs | RSUs granted May 1; vest six months later (Nov 1) |
| Recognized stock award value – W.K. Pou, Jr. | $81,138 | $103,557.46 | Reported grant/recognition values per FASB ASC 718 |
| Total reported compensation – W.K. Pou, Jr. | $183,638 | $203,557.46 | Sum of cash + stock awards |
| 2025 fee updates (program design) | — | Cash retainer to $80,000; equity retainer to $100,000 RSUs | Effective Jan 1, 2025; RSUs vest in 6 months |
- 2024 fee schedule (board-wide): cash retainer $75,000; committee chairs—Audit $20,000, Risk/Governance & Nominating/Compensation $15,000; committee members—Audit $15,000; Risk/Governance & Nominating/Compensation $10,000; Board Chair +$80,000. Directors may elect equity in lieu of cash.
- Hedging/pledging: Prohibited for directors; no margin/pledge permitted.
Performance Compensation
| Equity Type | Grant Mechanics | Vesting | 2024 Director Cohort Detail |
|---|---|---|---|
| RSUs (annual director equity) | Granted May 1 each year | Vest six months after grant; change‑in‑control vests fully | 2024 retainer $85,000 RSUs; recognized value for Pou $103,557.46; none of the non‑employee directors had unvested stock awards outstanding at 12/31/2024 due to 6‑month vesting cadence |
Note: Director equity is time‑based (no performance metrics); company maintains Dodd‑Frank‑compliant executive compensation clawback policies, though these apply to executives, not director retainers.
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| CenterState Bank Corporation (NASDAQ prior to merger) | Director | 2012–2020 | Prior public board service before CenterState merged to form current SouthState platform |
- Related‑party/transactions: The bank provides ordinary‑course services (loans/deposits/fees) to directors and related entities on market terms meeting Regulation O; board disclosed no material related‑party transactions implicating Pou.
Expertise & Qualifications
- Consumer credit and collections; multi‑unit, multi‑state retail operations; compliance governance (former chair of corporate Compliance Committee).
- Banking formation/governance experience (founding director of First National Bank of Polk County, precursor to CenterState).
- Current board leadership: Chair of Governance & Nominating; member of Risk—aligns with oversight of director succession, independence, ESG/governance policy, and enterprise risk.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Composition Detail | Percent of Class | Pledging |
|---|---|---|---|---|
| William K. Pou, Jr. | 33,456 | 2,278 shares individually; 19,863 jointly with spouse; 11,315 via revocable trust | <1% | None (proxy notes shares not pledged; policy prohibits pledging) |
- Director ownership guideline: 5× annual base cash retainer within five years; as of year‑end 2024, all directors met or were on track to meet the guideline before their fifth anniversary.
Governance Assessment
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Strengths
- Independent status with relevant committee leadership (Governance & Nominating Chair) and Risk Committee membership—clear alignment to board independence, succession, and risk oversight.
- High overall board engagement (95% attendance; 10 meetings; independent executive sessions) and active committee cadence (Risk 8; Gov/Nom 5), indicating substantive oversight workload.
- Solid ownership alignment: meaningful share ownership; anti‑hedging/anti‑pledging policy; director ownership guideline adherence/on‑track.
- Transparent, peer‑benchmarked director pay program with balanced cash/equity and modest 2025 updates.
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Potential Watch‑Items
- Tenure/retirement horizon: At age 68, Pou approaches the board’s mandatory retirement age of 72 (policy waivers are possible, as evidenced for the Independent Chair in 2025). Plan for succession/continuity of Governance & Nominating leadership.
- Ordinary‑course director/customer relationships exist bank‑wide (loans/deposits), though all are represented as on market terms and below independence thresholds; continue monitoring for changes.
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Broader shareholder sentiment: Say‑on‑Pay support remained strong (98% in 2023; 86.4% in 2024), a positive signal for governance/compensation oversight by the board on which Pou serves.