DEF 14A 1 tmb-20220427xdef14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Check the appropriate box:
☐ | Preliminary Proxy Statement
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ | Definitive Proxy Statement
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☐ | Definitive Additional Materials
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☐ | Soliciting Material Pursuant to § 240.14a-12 ​

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SouthState Corporation

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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

[X] | No fee required.

[ ] | Fee paid previously with preliminary materials.

[ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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1101 First Street South

Winter Haven, Florida 33880

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March 11, 2022

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To Our Shareholders:

You are cordially invited to attend our Annual Shareholders’ Meeting on Wednesday, April 27, 2022, at 9:00 a.m., Eastern daylight time, at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, Georgia 30337.

We have enclosed a Notice of Annual Meeting of Shareholders and Proxy Statement that cover the details of matters to be presented at the meeting. We have also enclosed a copy of our 2021 Annual Report on Form 10-K which reviews SouthState’s performance and discusses our strategy and outlook. The Board of Directors recommends that you vote “FOR” each of the matters presented by the Company at the Annual Meeting.

Due to the public health impact of the coronavirus (COVID-19) and to support the health, safety and well-being of our team members and shareholders, we will provide limited seating at the meeting. Attendees will be required to follow CDC protocols, including practicing social distancing and, if required, wearing a mask.

As always, your vote is important, and whether or not you plan to attend the Annual Meeting, we strongly encourage you to follow the telephone or internet voting instructions or complete the enclosed proxy card or voting instruction form and return it in the enclosed business reply envelope.

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/S/ Robert R. Hill, Jr. ​ ​ Robert R. Hill, Jr. | /S/ John C. Corbett ​ ​ John C. Corbett
Executive Chairman | Chief Executive Officer

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS | ​

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

​ ​ ​ | 27, 2022 , Eastern daylight time ​ | ​ ​ | ​ ​
​ | Date and Time April 27, 2022 9:00 a.m., Eastern daylight time | ​ | Place Atlanta Airport Marriott Gateway 2020 Convention Center Concourse Atlanta, Georgia 30337

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Matters to be Voted on:
● Electing the 19 directors named in the proxy statement
● Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution)
● Ratifying the appointment of our independent registered public accounting firm for 2022
● Any other business that may properly come before our annual meeting

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Record date:

We have set the close of business on February 28, 2022 as the record date for our annual meeting. SouthState shareholders as of the close of business on February 28, 2022 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

Your vote is very important:

Please submit your proxy as soon as possible by the Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting.

Please refer to pages 56 and 57 of this Proxy Statement for additional information on how to vote your shares and attend our annual meeting.

By order of the Board of Directors,

/S/ BETH S. DESIMONE

Beth S. DeSimone
General Counsel and Corporate Secretary

March 11, 2022

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on April 27, 2022:

Our 2022 Proxy Statement and 2021 Annual Report to shareholders are available at www.proxyvote.com.

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​ | Proxy Statement Summary

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PROXY STATEMENT SUMMARY

How to vote your shares

You may vote if you were a shareholder as of the close of business on February 28, 2022.

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| Online www.proxyvote.com |  | By Mail Complete, sign, date, and return your proxy card in the envelope provided
| By Phone Call the phone number located on the top of your proxy card |  | In Person Attend our annual meeting and vote by ballot

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Your vote is important.

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Proposals for your vote | Board voting recommendation | Page
1. | Electing Directors | ✓ FOR each nominee | 2
2. | Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution) | ✓ FOR | 29
3. | Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2022 | ✓ FOR | 53

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If you are a beneficial (or street name) holder and you would like to vote in person at the meeting, you must also present a written legal proxy from the broker, bank, or other nominee. See “Voting and Other Information” beginning on page 56 for more information on voting your shares.

To review our 2022 Proxy Statement, 2021 Annual Report, and other information relating to our 2022 annual meeting online, go to www.proxyvote.com.

Annual meeting admission

Annual meeting admission is limited to our registered holders and beneficial owners as of the record date and persons holding valid proxies from these shareholders. Admission to our annual meeting requires proof of your stock ownership as of the record date and valid, government-issued photo identification. The use of cameras, recording devices, phones, and other electronic devices is strictly prohibited. See “Voting and Other Information—Attending our Annual Meeting” beginning on page 57.

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​ | 2022 PROXY STATEMENT i

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Proxy Statement Summary | ​

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2021 Accomplishments(1)

| Earned net income of $475.5 mm, or $6.71 per diluted share, or adjusted net income of $537.3 mm, or $7.58 per diluted share, excluding merger-related and other one-time costs, with minimal 2 basis point chargeoffs.
| Increased tangible book value by $3.46 to $44.62 per share and achieved adjusted return on tangible common equity of 18.68%. ​
| Repurchased 1.8 million shares in 2021, which represents 2.6% of the Company’s outstanding shares as of December 31, 2021.
| Experienced $10 billion in deposit growth (or 40%) since year-end 2019 and grew non-PPP loans by $1 billion on a record $10 billion in loan production, resulting in 8.5% annualized loan growth in the second half of 2021.
| Helped our small business customers obtain approximately $2.5 billion in PPP loan forgiveness on over 23,000 loans.
| Successfully completed the final stage of our merger of equals with CenterState Bank, N.A., converting over 600,000 accounts and all product and services to one core platform in May 2021.(2)
| Continued to take advantage of beneficial growth opportunities by entering into an agreement and plan of merger with Atlantic Capital Bancshares, Inc., and subsequently completing that merger on March 1, 2022.
| Recruited over 40 new lenders.
| Published our first Corporate Responsibility Report in 2021 and adopted a 3 year diversity and inclusion plan. ​

(1) | See reconciliation of GAAP to Non-GAAP measures in Appendix A.

(2) | On June 7, 2020, we completed our merger of equals transaction with CenterState Bank Corporation (“CenterState”), a Florida corporation, pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the “Merger Agreement”). Under the Merger Agreement, CenterState merged with and into SouthState, with SouthState as the surviving corporation (the “CenterState Merger”).

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Strategic Objectives

We operate our company under the guiding principles of soundness, profitability, and growth, while expecting our teams to lead with integrity and accountability. At SouthState, our goal is to take advantage of opportunities to provide a best-in-class customer experience that is balanced by our responsibility to do the right thing. We want to provide freedom within a framework: being nimble with accountability. To do this, we have adopted certain cultural cornerstones to guide our actions.

Cultural Cornerstones

The Why: To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose.

We believe that SouthState is a platform to make our communities better. Our Core Values express to our employees, customers, shareholders and the communities we serve how we will implement our guiding principles in our daily business.

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The WHAT: Guiding Principles | The HOW: Core Values
| Local Market Leadership Our business model supports the unique character of the communities we serve and encourages decision making by the banker that is closest to the customer. Long-Term Horizon We think and act like owners and measure success over entire economic cycles. We prioritize soundness before short-term profitability and growth. Remarkable Experiences We will make our customers’ lives better by anticipating their needs and responding with a sense of urgency. Each of us has the freedom, authority and responsibility to do the right thing for our customers. Meaningful and Lasting Relationship We communicate with candor and transparency. The relationship is more valuable than the transaction. Greater Purpose We enable our team members to pursue their ultimate purpose in life—their personal faith, their family, their service to community. ​

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Compensation Highlights

2021 was an exciting year for SouthState, as we completed the final systems and process conversion of our historic merger of equals. Effective January 2021, the Compensation Committee of the Board approved a going-forward performance-based executive compensation program that was designed specifically for our integrated business and is applicable to each of our Named Executive Officers (the “NEOs”), including the CEO. This 2021 executive compensation plan includes a performance-based program consisting of:

| ● | Annual cash-based incentive compensation based on the following metrics:

| o | 40% based on adjusted earnings per share, or EPS

| o | 40% based on adjusted pre-tax pre-provision net revenue, or PPNR

| o | 20% based on our non-performance assets, or NPAs, to loans ratio plus other real estate owned (or OREO) on an absolute level and as compared to our peers

| ● | Long-term equity-based incentive compensation consisting of the following awards:

| o | 80% in the form of performance share units (“PSUs”) based on the following two performance metrics:

| (1) | compound tangible book value (“TBV”) growth per share plus cumulative dividends over a three-year performance period, subject to certain adjustments as explained on page 36

| (2) | adjusted return on average tangible common equity, compared to peers, over the three-year performance period

| o | 20% in the form of time-based restricted share units (“RSUs”), vesting ratably over three years

We believe this performance-based compensation program reflects our guiding principles of soundness, profitability and growth, and aligns our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

For the full discussion of the executive compensation program, please see the Company’s “Compensation Discussion and Analysis” which begins on page 30.

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​ | 2022 PROXY STATEMENT iii

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Proxy Statement Summary | ​

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Corporate Governance

We and our Board focus on corporate governance and how we can improve upon it. We believe a diverse and independent Board is an essential component of strong corporate performance that allows us to serve our customers and enhance shareholder value.

Key statistics about our director nominees

rs average tenure, below the 7.7-year S&P 500 average(1) ​ | ​ ​ | ​ ​ | ​ ​ | ​ ​ | ​ ​
6.7 years average tenure, below the 7.7-year S&P 500 average(1) | 14 of 19(2) are independent | 3 of 19 or 16% are women | 2 of 19 or 11% are ethnically diverse | 58% have CEO-level experience | 37% have senior executive experience at financial institutions
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(1) | Our director nominees’ average tenure is calculated by full years of completed service based on date of initial election as of our annual meeting date; source for S&P 500 average: 2021 Spencer Stuart Board Index.

(2) | Mr. Holcomb is an independent director as of April 1, 2022, and is counted as independent for purposes of these calculations.

Our key corporate governance policies include:

An annually elected Board, with directors serving one-year terms
A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees
Separate roles of Chief Executive Officer and Executive Chairman
Lead Independent Director with clearly defined responsibilities
Executive sessions of independent directors at regularly scheduled Board meetings
Board review and oversight of current and potential risks facing the Company and its business
Annual Board self-assessment guided by Lead Independent Director and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee
Ongoing required director education
Stock ownership requirements for directors and executive officers and insider trading guidelines
Directors, officer and employees are prohibited from engaging in hedging or pledging transactions
No poison pill
Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders
Mandatory director retirement age of 72 years, subject to limited exceptions
Code of Ethics applicable to all directors, officers and employees
Whistleblower Policy providing a confidential mechanism to report concerns regarding accounting, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders

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Additional Corporate Governance Information

More information about our corporate governance practices, documents and policies can be found on our website at https://www.southstatebank.com/ under the Corporate Governance tab of the Corporate Overview section under “Investor Relations”, including our: (i) Corporate Governance Guidelines; (ii) Code of Ethics; and (iii) the charters of each of our Board committees. The Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 24, 2022. We will disclose any future amendments to these documents on our website as promptly as practicable, as and to the extent required under The NASDAQ Stock Market listing standards and applicable SEC rules.

This information is also available in print, free of charge, upon written request addressed to our Corporate Secretary at 1101 First Street South, Winter Haven, Florida 33880. Neither our website nor any of the documents noted above or available therein are incorporated by reference to this proxy statement.

Internet Availability of Proxy Materials

We mailed or emailed to most of our shareholders a Notice of Internet Availability of our proxy materials with instructions on how to access our proxy materials online and how to vote. If you are a registered holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare, P.O. Box 505000, Louisville, Kentucky 40233-5000; Toll free: (800) 568-3476; Foreign (781) 575-2879; or at www.computershare.com/investor. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held.

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Proxy Statement Availability

We are providing or making available this proxy statement to solicit your proxy to vote on the matters presented at our annual meeting. We commenced providing and making available this proxy statement on March 11, 2022. Our Board requests that you submit your proxy by the Internet, telephone, or mail so that your shares will be represented and voted at our annual meeting.

We will pay the cost of solicitation of proxies. Solicitation of proxies may be made in person or by mail, telephone or other means by directors, officers and regular employees of the Company without receiving additional compensation. We may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such persons, and we will reimburse the reasonable forwarding expenses.

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​ | 2022 PROXY STATEMENT v

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Table of Contents

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​ | TABLE OF CONTENTS

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TABLE OF CONTENTS

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Proposal 1: Electing directors | 2
Our Directors | 3
Identifying and Evaluating Director Candidates | 9
Communicating with our Board | 11
Corporate governance | 12
Our Board of Directors | 12
Director Independence | 13
Independent Board Leadership | 13
Board Meetings, Committee Membership, and Attendance | 14
Formal Board Self-Evaluation | 17
Director Education | 17
Succession Planning | 17
CEO and Senior Management Succession Planning | 18
Board Oversight of Risk | 18
Compensation Governance and Risk Management | 20
Shareholder Engagement | 22
Related Person and Certain Other Transactions | 23
Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners | 24
Director Compensation | 26
Proposal 2: Approving our Executive Compensation (an advisory, non-binding “say on pay” resolution) | 28
Compensation Discussion and Analysis | 29
1. Executive Summary | 29
2. Executive Compensation Governance | 31
3. Our 2021 Compensation Program | 34
4. 2021 Compensation Paid to our NEOs | 37
5. Other Compensation Topics | 38
Compensation Committee Report | 41
Executive Compensation | 42
Summary Compensation Table | 42
Grants of Plan-based Awards Table | 44
Year-end Equity Values and Equity Exercised or Vested Table | 44
Nonqualified Deferred Compensation Table | 46
Pension Benefits Table | 47
Potential Payments upon Termination or Change in Control | 47
CEO Pay Ratio | 51
Proposal 3: Ratifying the Appointment of our Independent Registered Public Accounting Firm for 202 2 | 52
Audit Committee Pre-approval Policies and Procedures | 53
Audit Committee Report | 53
Shareholder Proposals for Our 2022 Annual Meeting | 54
Voting and Other Information | 55
Appendix A: Reconciliation of GAAP and Non-GAAP Financial Measures | 57

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​ | 2022 PROXY STATEMENT 1

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Proposal 1: Electing Directors | ​

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PROPOSAL 1: ELECTING DIRECTORS

Our Board is presenting nineteen (19) nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board. Each director elected at the meeting will serve until the 2023 annual meeting or until a successor is duly elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

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Nominee | Age (1) | Principal occupation | Director since | Independent | Other Current U.S.-listed company boards | Committee Membership 2021 (C = Chair) (2)
Ronald M. Cofield, Sr. | 63 | Retired, Audit Partner, PricewaterhouseCoopers L.L.P. | 2022 | Y | ​ | (3)
Shantella E. Cooper | 54 | Former Executive Director, Atlanta Committee for Progress | 2022 | Y | Veritiv Corporation; Intercontinental Exchange, Inc. | (4)
John C. Corbett | 53 | Chief Executive Officer, SouthState and President and Chief Executive Officer of the Bank, Winter Haven, FL | 2020 | N | ​ | Executive Culture
Jean E. Davis | 66 | Retired, Head of Operations, Technology and E-Commerce, Wachovia Corporation, Charlotte, NC | 2017 | Y | ​ | Compensation Governance and Nominating
Martin B. Davis | 59 | Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company, Atlanta, GA | 2016 | Y | ​ | Risk – C Audit
Robert H. Demere, Jr. | 73 (5) | Retired, Chairman and Chief Executive Officer, Colonial Group, Inc., Savannah, GA | 2012 | Y | ​ | Risk
Cynthia A. Hartley | 73 (5) | Retired, Senior Vice President of Human Resources, Sonoco Products Company, Hartsville, SC | 2011 | Y | ​ | Compensation Governance and Nominating Culture
Douglas J. Hertz | 69 | President and Chief Executive Officer, United Distributors, Inc. | 2022 | Y | ​ | (4)
Robert R. Hill, Jr. | 55 | Executive Chairman, SouthState and the Bank, Winter Haven, FL | 1996 | N | Sonoco Products Company | Executive – C Culture
John H. Holcomb III | 70 | Retired, Executive Chair, National Commerce Corporation and National Bank of Commerce, Birmingham, AL | 2020 | Y (6) | ​ | Executive
Robert R. Horger | 71 | Partner, Horger Barnwell & McCurry, L.L.P., Orangeburg, SC | 1991 | N | ​ | Executive
Charles W. McPherson | 74 (5) | Retired, Chairman, President and Chief Executive Officer, SunTrust Bank, Mid-Florida, Lakeland, FL | 2020 | Y | ​ | Lead Independent Director Audit Governance and Nominating
G. Ruffner Page, Jr. | 63 | Co-Founder and Vice Chairman, ProxsysRx | 2020 | Y | ​ | Risk
Ernest S. Pinner | 74 (5) | Retired, Executive Chair, CenterState and CenterState Bank, Winter Haven, FL | 2020 | N | ​ | Executive
John C. Pollok | 56 | Retired, Senior Executive Vice President, SouthState and the Bank, Winter Haven, FL | 2012 | N | ​ | Executive
William Knox Pou Jr. | 65 | Executive Advisor, W.S. Badcock Corporation (dba Badcock Home Furniture & More), Mulberry, FL | 2020 | Y | ​ | Governance and Nominating – C Risk Audit
David G. Salyers | 63 | Retired, Executive responsible for Growth and Hospitality, Chick-Fil-A, Inc., Atlanta, GA | 2020 | Y | ​ | Culture - C Compensation ​
Joshua A. Snively | 57 | President, ADM Global Citrus Platform and President, Florida Chemical Company, LLC, Winter Haven, FL | 2020 | Y | ​ | Compensation – C Risk
Kevin P. Walker | 71 | Founding Partner, GreerWalker, LLP, Charlotte, NC | 2010 | Y | ​ | Audit – C Risk

(1) | Age as of the annual meeting.

(2) | The composition of each Board committee can be found on our website at https://www.southstatebank.com/ under the Committee Charting tab of the Corporate Overview section under “Investor Relations”.

(3) | Mr. Cofield was appointed by the Board of Directors in February 2022.

(4) | Ms. Cooper and Mr. Hertz were appointed by the Board of Directors in connection with the Atlantic Capital merger.

(5) | Although the bylaws specify a mandatory retirement age of 72, the shareholders approved through shareholder vote and the Company adopted a bylaws amendment in connection with the Merger that permits any person chosen as a director of the Board as of the Merger date to serve on the board for a period of 3 years following the Merger, regardless of such director’s age.

(6) | As of April 1, 2022.

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Our Directors

Our directors represent a diverse range of qualifications and skills:

✓ | Strategic Vision. They are seasoned leaders who have held an array of diverse leadership positions and have practical insight into the skills needed to advance the Company’s corporate strategy.

✓ | Leadership. They have served as chief executives and in senior positions in the areas of risk, operations, finance, technology, and human resources.

✓ | Risk Management. Through their experience in complex regulatory and risk environments (including banks and other financial services organizations), they understand the skillful oversight needed to identify, evaluate and prioritize risk.

✓ | Human Capital Management. They understand the need for ongoing, consistent talent development and the Company’s commitment to making SouthState a great place to work.

✓ | Cybersecurity. A cybersecurity expert chairs our Risk Committee and provides technology-related insight and guidance to the Company.

✓ | Customer Experience. They are customer-centric, with expertise in enhancing and transforming customer service experiences.

✓ | Diverse Attributes. They represent diverse backgrounds, including gender, race, ethnicity and experience, and viewpoints.

✓ | Perspectives. They strengthen our Board’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our Company.

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| Our Board recommends a vote “for” each of the 19 nominees listed below for election as a director (Proposal 1).

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Set forth below are each nominee’s name, age as of our annual meeting date, principal occupation, business experience, and U.S.-listed public company directorships held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each for election as a SouthState director.

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Ronald M. Cofield, Sr. | Age: 63 | Director since: 2022
| Retired, Audit Partner, Pricewaterhouse-Coopers L.L.P. | Mr. Cofield is a retired audit partner from PricewaterhouseCoopers L.L.P. (“PwC”). During his 38-year career with PwC, he served as managing partner of its Orlando and Birmingham offices, Carolinas practice (Charlotte, Raleigh, Greensboro, and Spartanburg offices) and Atlanta Assurance practice (Atlanta, Nashville, and Birmingham offices), all key markets of the Bank. Mr. Cofield served as audit partner for multiple public companies, including other financial institutions. Mr. Cofield has served as Director or Executive Committee Member to numerous charitable and civic organizations in Orlando, Birmingham, Charlotte, and Atlanta, including the Atlanta Symphony Orchestra, Charlotte Arts and Science Council, and Operation New Birmingham. He currently works with the Tech Transformation Academy at City of Refuge, a not-for-profit organization located in one of Atlanta’s most economically challenged neighborhoods, where his responsibilities include professional life skills training, corporate outreach and placement. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Mr. Cofield’s accounting knowledge and leadership experience in certain of our markets provides our Board with useful accounting-related insight. ​

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​ | 2022 PROXY STATEMENT 3

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Proposal 1: Electing Directors | ​

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Shantella E. Cooper | Age: 54 | Director since: 2022
| Former Executive Director, Atlanta Committee for Progress | Ms. Cooper is the former Executive Director for the Atlanta Committee for Progress, a coalition of leading CEOs focused on critical development and inclusion for the city of Atlanta (January 2019 to February 2022). Prior to joining Atlanta Committee for Progress, Ms. Cooper served as Chief Transformation Officer for WestRock Company, a corrugated package company (2016 to 2018), and Vice President and General Manager of Lockheed Martin Aeronautics Company (2011 to 2016). During her time at Lockheed Martin, Ms. Cooper also served as Vice President of Human Resources and Vice President of Ethics for the Aeronautics Division. Ms. Cooper is active in her community, serving on various for-profit and not-for-profit boards, including Georgia Power Company, Emory University where she chairs the Audit Committee, Georgia Tech Research Institute, Grady Healthcare System, Georgia Historical Society, and Zoo Atlanta. Ms. Cooper’s in-depth knowledge of business operations and strategy, together with her leadership in economic growth, risk management, change management, and community affairs, will enhance the Board’s ability to position the Company for future growth and success. ​ Other U.S.-Listed Company Boards: Atlantic Capital Bancshares, Inc. (2019 to 2022); Veritiv Corporation (2020 to present); Intercontinental Exchange, Inc. (2020 to present). ​

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John C. Corbett | Age: 53 | Director since: 2020
| Chief Executive Officer, SouthState; Chief Executive Officer and President of the Bank ​ | Mr. Corbett was appointed as the Chief Executive Officer of the Company, the President and Chief Executive Officer of the Bank, and to our Board of Directors on June 7, 2020 in connection with the Merger. Before that, he served as the President and Chief Executive Officer of CenterState since July 2015 and was its Executive Vice President from 2007 to 2015. He also served as the Chief Executive Officer and as a director of CenterState Bank, N.A. (“CenterState Bank” and now known as the Bank) (2003 to June 2020) and was CenterState Bank’s Executive Vice President and Chief Credit Officer from 2000 to 2003. Prior to joining CenterState Bank in 1999, he was Vice President of Commercial Banking at First Union National Bank in Florida (1990 to 1999). Mr. Corbett is the brother-in-law of Mr. Young, our Chief Strategy Officer. Mr. Corbett, as a founding leader of CenterState, brings to our Board a strong historical perspective and working knowledge of CenterState, which we believe will contribute considerable value as part of our deliberations and decision-making process. ​ Other U.S.-Listed Company Boards: CenterState (2011 to 2020). ​

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Jean E. Davis | Age: 66 | Director since: 2017
| Retired, Head of Operations, Technology and e-Commerce, Wachovia Corporation ​ | Ms. Davis retired as the head of Operations, Technology and e-Commerce of Wachovia Corporation in 2006. She previously served as the Head of Operations and Technology, Head of Human Resources, Head of Retail Banking, and in several other executive, regional executive and corporate banking roles for Wachovia. Ms. Davis brings to our Board extensive knowledge of bank operations and technology, as well as human resources, which are important to our long-term success. In addition, she brings a strong background in retail banking, merger due diligence and merger integration experience.

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Martin B. Davis | Age: 59 | Director since: 2016
| Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company ​ | Mr. Davis has spent nearly 30 years leading complex technology organizations in highly regulated environments. He has been recognized as one of the “50 Most Important African-Americans in Technology” by U.S. Black Engineers & Information Technology magazine and one of the “75 Most Powerful African-Americans in Corporate America” by Black Enterprise. Mr. Davis’ technology-related experience provides our Board with useful insight regarding this area of increasing strategic importance to bank marketing and operations. Mr. Davis serves as a director on the American Heart Association’s Southeast Region Board of Directors (2015 to present) and Piedmont Healthcare’s Board of Directors (2020 to present). He also served as a trustee on Winston-Salem State University Board of Trustees (2006 to 2013).

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Robert H. Demere, Jr. | Age: 73 | Director since: 2012
| Retired, Chairman and Chief Executive Officer, Colonial Group, Inc. ​ | Until his retirement in 2021, Mr. Demere served as Chairman and Chief Executive Officer of Colonial Group, Inc., a private petroleum marketing company located in Savannah, Georgia. Mr. Demere was employed by Colonial Group, Inc. since 1974. As the former President of Colonial Group, Inc., Mr. Demere attained valuable experience in raising equity in the capital markets. Prior to working for Colonial, Mr. Demere worked as a stockbroker for Robinson-Humphrey Company. Mr. Demere’s business and personal experience, including within certain of the communities that we serve, provides our Board with useful insight. ​ Other U.S. Listed Company boards: Savannah Bancorp Inc. Board of Directors (Savannah, Georgia) (1989 to 2012). ​

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Cynthia A. Hartley | Age: 73 | Director since: 2011
| Retired, Senior Vice President of Human Resources, Sonoco Products Company | Mrs. Hartley retired in 2011 as Senior Vice President of Human Resources with Sonoco Products Company in Hartsville, South Carolina. Mrs. Hartley’s leadership experience, knowledge of human resource matters, and business and personal ties with many of our market areas, provides our Board with useful insight and enhance her ability to contribute as a director. Ms. Hartley has also served as Chairman and Trustee, Coker College Board of Trustees (Hartsville, South Carolina).

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Douglas J. Hertz | Age: 69 | Director since: 2022
| Chief Executive Officer and President, United Distributors, Inc. | Mr. Hertz began his professional career with KPMG, LLP in its accounting and consulting services area. He later joined United Distributors, Inc., a privately-held beverage distributor, and was named President and Chief Executive Officer in 1984. He currently sits on the Board of Directors for Georgia Power Company, Georgia Ports Authority, and a number of not-for-profit institutions, including Woodruff Arts Center. Mr. Hertz currently serves as the Chairman of Camp Twin Lakes, a camping facility designed for chronically ill and disadvantaged children, and he is the past chair of the Tulane University and Children’s Heatlhcare of Atlanta Board of Trustees. Mr. Hertz’s oversight and risk management experience, in addition to his knowledge of financial reporting and accounting, qualify him to serve on the Board of the Company. ​ Other US-Listed Company Boards: Atlantic Capital Bancshares, Inc. (2011 to 2022)

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Robert R. Hill, Jr. | Age: 55 | Director since: 1996
| Executive Chairman, SouthState and the Bank | Mr. Hill was appointed as our Executive Chairman on June 7, 2020 in connection with the Merger. Before that, he served as Chief Executive Officer of the Company from November 6, 2004 to June 7, 2020. Mr. Hill, who joined the Company in 1995, also served as President of the Company from November 6, 2004 to July 26, 2013, and the President and Chief Operating Officer of SouthState Bank from 1999 to November 6, 2004. Mr. Hill served on the Board of Directors of the Federal Reserve Bank in Richmond, Virginia from 2015 through 2020, where he chaired the Audit and Risk Committee and served on the IT Committee. Mr. Hill brings to our Board an intimate understanding of our business and organization, as well as substantial leadership ability, banking industry expertise, and management experience. ​ Other U.S.-Listed Company Boards: Sonoco Products Company (2019 to present). ​

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John H. Holcomb III | Age: 70 | Director since: 2020
| Retired, Chief Executive Officer, National Commerce Corporation and Chief Executive Officer, National Bank of Commerce | Mr. Holcomb was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He retired as Vice Chair of the National Commerce Corporation upon its merger with CenterState on April 1, 2019, after serving as Executive Chair of the National Commerce Corporation Board from May 2017 to April 1, 2019. He previously served as Chief Executive Officer of National Commerce Corporation and as Chair of the National Commerce Corporation and National Bank of Commerce (“NBC”) Boards from October 2010 to May 2017. From October 2010 until June 2012, Mr. Holcomb also served as Chief Executive Officer of NBC. Prior to joining NBC, Mr. Holcomb served as the Chief Executive Officer, Chairman and Director of Alabama National BanCorporation Board of Directors (1996-2008) and as the Vice-Chairman and Director on the Board of Directors of RBC Bank (USA) (2008-2009). Mr. Holcomb’s long experience as a leading banker in the markets where we currently operate provides our Board with valuable knowledge, particularly as it relates to the correspondent banking business. ​ Other U.S.-Listed Company Boards: CenterState (2019 to 2020); National Commerce Corporation (Chair) (2010 to 2019); and Alabama National Bancorporation (1996 to 2008). ​

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Robert R. Horger | Age: 71 | Director since: 1991
| Attorney, Horger Barnwell & McCurry, L.L.P. | Mr. Horger served as Chairman of the Company and the Bank from 1998 until the completion of the Merger on June 7, 2020. He also has served as Vice Chairman of the Company and the Bank, from 1994 to 1998. Since 1975, Mr. Horger has been an attorney with Horger, Barnwell and Reid in Orangeburg, South Carolina, focused on litigation, healthcare, business and commercial real estate law. During his tenure as Chairman, Mr. Horger developed knowledge of the Company’s business, history, organization, and executive management. Since 1991, he has, as a director, experienced various business cycles and the impact of those cycles on banking and the Company. Mr. Horger’s combination of legal experience and banking experience allow for significant contributions as a member of our Board. ​

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Charles W. McPherson | Age: 74 | Director since: 2020
| Retired, President and Chief Executive Officer, SunTrust Bank, Mid-Florida | Mr. McPherson was appointed to our Board of Directors on June 7, 2020 in connection with the Merger, and he serves as our lead independent director. He is a retired executive with 38 years of experience as a senior level banking executive in Central Florida. Mr. McPherson served as Chairman, President and Chief Executive Officer of SunTrust Bank, Mid-Florida, a $1.5 billion bank with 26 branches in Central Florida between 1988 and 2008. Previously, he was the President and Chief Executive Officer of Sun First National Bank of Polk County (1986 - 1988); Group President of Sun First National Bank of Polk County (1984 - 1986); President and Chief Executive Officer of Flagship State Bank of Polk County (1979 - 1984); and Executive Vice President of Flagship Bank of Okeechobee (1974 - 1979). Mr. McPherson also served as chairman and director for each of Sun First National Bank of Polk County (1986 to 1988) and Flagship State Bank of Polk County Board of Directors (1979 to 1984). Mr. McPherson’s extensive experience provides our Board with in-depth insight from both the perspective of our industry and its evolution, as well as from the perspective of the primary markets that we serve. ​ Other U.S.-Listed Company Boards: CenterState (2012 to 2020) ​

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G. Ruffner Page, Jr. | Age: 63 | Director since: 2020
| Co-Founder and Vice Chairman, ProxsysRx | Mr. Page was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is Co-Founder and Vice Chairman of ProxsysRx, an outpatient pharmacy company serving nonprofit acute care hospitals. He retired in January 2022 from McWane, Inc., a global manufacturing business, where he had served as President since 1999. Mr. Page serves on the board of O’Neal Industries, Inc., a large privately-owned industrial company with facilities in North America, Europe, and Asia. He also serves a Vice Chairman of the Board for Southern Research, a nonprofit organization working in drug discovery development and engineering and performing work on behalf of various entities, including the National Cancer Institute and the Department of Defense. He serves as a Trustee for the University of Virginia’s Darden School of Business Foundation. Mr. Page’s experience as an executive and as a director of large international privately-owned businesses as well as entrepreneurial businesses, along with his experience and understanding of banking as a long-time bank director, provides our Board with valuable strategic insights as we continue to evolve into a leading Southeast regional bank. ​ Other U.S.-Listed Company Boards: CenterState (2019 to 2020); National Commerce Corporation (Lead Independent Director) (2010-2019); and Alabama National Bancorporation (1996 to 2008). ​

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Ernest S. Pinner | Age: 74 | Director since: 2020
| Retired, Chief Executive Officer, CenterState Bank Corporation and CenterState Bank, N.A. | Mr. Pinner was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He previously served as the Chairman of the board of directors of CenterState from January 1, 2020 until the Merger, and as Executive Chairman of the board of directors of CenterState from July 2015 until January 1, 2020. Before that, he served as President and Chief Executive Officer of CenterState. Mr. Pinner has been actively involved in the banking business in Central Florida over the past 50 years. Mr. Pinner was also the Chairman of CenterState’s subsidiary bank. He was the founding President and Chief Executive Officer of CenterState Bank, N.A., which was acquired by CenterState in 2002. He also served as a director for CenterState Bank MidFlorida, N.A which was acquired by CenterState in 2006. Before joining CenterState in 1999, he had a lengthy career with First Union Bank and was the area President and Senior Vice President of First Union National Bank between 1986 and 1999. Mr. Pinner brings to our Board a lifetime of banking experience at all levels of a financial institution (both regional and community banking). ​ Other U.S.-Listed Company Boards: CenterState (Chair) (2002-2020) ​

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John C. Pollok | Age: 56 | Director since: 2012
| Retired, Senior Executive Vice President, SouthState and the Bank ​ | Mr. Pollok retired in July 2021 from his position of as a Senior Executive Vice President of the Company and the Bank. Before that, Mr. Pollok served as our Chief Financial Officer from March 21, 2012 until the completion of the Merger on June 7, 2020, and he served as our Chief Operating Officer from February 15, 2007 until July 19, 2018. Mr. Pollok also previously served as Chief Operating Officer of SouthState Bank from February 15, 2007 until March 21, 2012. Before that, he served as our Chief Financial Officer from February 15, 2007 until January 3, 2010. Mr. Pollok brings to our Board an overall institutional knowledge of our business, banking industry expertise, and leadership experience.

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William K. Pou, Jr. | Age: 65 | Director since: 2020
| Executive Advisor, W.S. Badcock Corporation | Mr. Pou was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. Until the 2021 sale of W.S. Badcock Corporation, Mr. Pou served as the Chairman of the board, Executive Vice President and Chairman of the Compliance Committee of W.S. Badcock Corporation (dba Badcock Home Furniture & More), where he was responsible for the retail operations of over 373 stores in eight states throughout the Southeastern United States. He currently serves as an Executive Advisor to the company’s new management team. Mr. Pou spent his entire adult life with this organization and was involved in all aspects of its operations including the consumer credit division as well as personally owning and operating several stores between 1979 and 1998 as an independent dealer. He was also a founding director of the First National Bank of Polk County in 1992, one of the initial three banks which were merged together to form CenterState Bank. Mr. Pou brings to our Board more than 30 years of experience and insight in consumer credit and collections, as well as experience and knowledge in operating multi-unit, multi-state operations. Mr. Pou is active in the community, currently serving as a trustee of the board of trustees for Florida Southern College Board (Lakeland, Florida) and Lakeland Regional Health. ​ Other U.S.-Listed Company Boards: CenterState (2012 to 2020) ​

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David G. Salyers | Age: 63 | Director since: 2020
| Retired, Executive responsible for Growth and Hospitality, Chick-fil-A, Inc. | Mr. Salyers was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is retired as the executive responsible for growth and hospitality for Chick-fil-A, Inc., the Atlanta based fast food restaurant chain, where he spent his entire 37-year career. From 2019 to 2020, Mr. Salyers served on the Board of Directors of Live Oak Banking Company. He also is active in community activities and has been involved in venture capital partnerships and technology ventures, as well as serves on various boards of several start up organizations. Mr. Salyers was hired recently by the University of Georgia to be the Inaugural Start Up Mentor-In-Residence. Mr. Salyers is the author of the book, “Remarkable!” on company culture. Mr. Salyers’ experience in operating a national service-oriented business and leadership development is considered a valuable asset to our Board as we continue to evolve into a leading Southeast regional community bank with a focus on our customer and employees and developing a distinctive and welcoming culture. ​ Other U.S.-Listed Company Boards: CenterState (2017 to 2020) and Live Oak Bankshares Inc. (2019 to 2020). ​

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Joshua A. Snively | Age: 57 | Director since: 2020
| President, ADM Global Citrus Platform; President, Florida Chemical Company, LLC | Mr. Snively was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is President of ADM Global Citrus Platform and President of Florida Chemical Company, LLC. ADM acquired Florida Chemical from Flotek Industries, Inc. (Flotek) in March 2019. ADM (NYSE: ADM) is a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company. Mr. Snively currently serves on the Board of Directors of the Citrus Development and Research Foundation. Prior to the acquisition, Mr. Snively was Executive Vice President of Operations for Flotek and President of its wholly owned subsidiary, Florida Chemical Company, Inc. Mr. Snively has been with Florida Chemical since 1995 and was instrumental in transforming the company from a family-owned and operated business to a professionally managed operation with an independent board of directors. Prior to joining Florida Chemical, Mr. Snively was Vice President of Commercial Agriculture Finance at SunTrust Bank and was a commercial lender for Farm Credit of Central Florida. He graduated with a B.S. in Finance and Citrus Management from Florida Southern College. Mr. Snively’s commercial finance experience and his understanding of family-owned businesses provides valuable insight our Board as we continue to develop our lending strategy and policy. ​ Other U.S.-Listed Company Boards: CenterState (2012 to 2020) ​

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Kevin P. Walker | Age: 71 | Director since: 2010
| CPA and Founding Partner, GreerWalker LLP | Mr. Walker, CPA/ABV, CFE, is a founding partner of GreerWalker LLP in Charlotte, North Carolina. GreerWalker LLP is the largest certified public accounting firm founded and headquartered in Charlotte and currently employs approximately 125 people. Mr. Walker is also a member of the American Institute of Certified Public Accountants, the North Carolina Association of Certified Public Accountants, the Financial Consulting Group, the Association of Certified Fraud Examiners, and the American Arbitration Association Panel of Arbitrators. Mr. Walker’s leadership experience, accounting knowledge and business and personal experience in certain of our markets provides our Board with useful insight and enhance his ability to contribute as a director.

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Identifying and Evaluating Director Candidates

As required by the terms of the Merger Agreement and the Amended and Restated Bylaws as of the Record Date, for a three year period from the date the Merger is completed, our Board is to be made up of nineteen (19) directors, eight (8) of which are designated by SouthState, eight (8) of which are to be designated by CenterState, and three (3) of which are not related to any legacy institution (the “Non-Legacy Directors”), with Mr. Hill being the Executive Chairman, Mr. Corbett the Chief Executive Officer, and Mr. McPherson the Lead Independent Director. The bylaws also designate a Legacy SouthState Nominating Committee and a Legacy CenterState Nominating Committee to consider any replacement legacy directors in the event one of the current legacy institution directors serving on the Board is not able to serve, so that Board make-up remains compliant with the shareholder-approved provisions of the Merger Agreement. Sixteen of the directors nominated to stand for election at the annual meeting are those named as part of the Merger and are eligible to stand for election as directors for three years after the Merger, or until the 2024 annual meeting of shareholders. Those directors that are over 72 years of age that were part of the original designation of directors are exempt from the mandatory retirement age of 72 as set forth in the bylaws until the three-year term of service has been fulfilled. The Non-Legacy Directors, namely Ms. Cooper and Messrs. Cofield and Hertz, remain subject to the mandatory retirement age of 72.

The legacy director arrangements described above were meant to provide equity to each side in the Merger; however, we believe that this board membership structure as provided in our governance documents, which includes legacy directors with diverse backgrounds, viewpoints and expertise, Non-Legacy Directors with expertise in audit and risk, an experienced Lead Independent Director and a strong leadership team, provides effective leadership from which our shareholders will benefit. In addition, understanding that at the end of the three-year period, a number of our directors will have reached the Company’s mandatory retirement age, the Governance and Nominating Committee has been actively engaged in Board succession and, in that connection, acted to nominate the three Non-Legacy

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Directors to enhance the experience of our Board prior to the anticipated retirements so that the Board continues to have qualified directors with the character, integrity, and experience to continue to oversee the Company and Bank as it evolves and grows.

While the Governance and Nominating Committee has not established any specific, minimum qualifications that must be met for a person to be nominated to serve as a director, it does consider many factors, including the following:

✓ | Personal characteristics such as having an owner mentality, being committed and engaged, of high integrity and an independent thinker;

✓ | Successful experience and expertise in relevant areas, including CEO or other c-suite experience at large public companies, financial expertise, legal and risk management experience, audit/accounting expertise, HR/compensation expertise, entrepreneurial, and/or IT/FinTech experience; and

✓ | Commitment to our success, reflected by the willingness and ability to commit the time necessary to perform the responsibilities of Board membership.

To that end, based on the recommendations of the Governance and Nominating Committee, in February 2022, the Board appointed Ron Cofield to the Board of Directors and appointed Ms. Cooper and Mr. Hertz as directors upon the closing of the Atlantic Capital merger.

The Board believes the directors nominated for election in this Proxy Statement meet these qualifications. Potential new candidates for the Board, including those being considered by either the Legacy SouthState Nominating Committee or the Legacy CenterState Nominating Committee to replace any current director unable to serve or any recommended by a shareholder of a candidate for director, will be reviewed by the Nominating Committees and selected based on a number of criteria, including a proposed nominee’s independence, age, skills, occupation, diversity, experience and any other factors beneficial to the Company in the context of the needs of the Board. When evaluating candidates recommended by others (including shareholders of the Company), the Nominating Committees may also consider whether the candidate would represent the interests of all shareholders and not serve for the purpose of favoring or advancing the interests of any particular shareholder group or other constituency. See the discussion on page 55 captioned “Shareholder Proposals for our 2023 Annual Meeting” for additional information regarding nominating candidates for the Board of Directors.

Further, while our Board views diversity as a priority and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, the Nominating Committees have not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. Nominating Committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoints, education, work experiences professional skills and other qualities or attributes that contribute to Board heterogeneity when identifying and recommending director nominees. The Nominating Committees believe that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a Board of Directors that best serves our needs and the interest of our shareholders.

In accordance with Nasdaq Rule 5605(f), Nasdaq-listed companies (subject to certain exceptions) must have at least (i) one director who self-identifies as female and (ii) one director who self-identifies as Black or African American, Hispanic of Latinx, Native American or Alaskan Native, Native Hawaiian or Pacific Islander, two or more ethnicities, or as LGBTQ+. In the event a Nasdaq-listed company does not meet the above criteria, it must disclose why. Further, in accordance with Nasdaq Rule 5606, Nasdaq-listed companies, subject to certain exceptions, must disclose this statistical information in a uniform matrix format as set forth below.

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Board Diversity Matrix (As of March 11, 2022)
Board Size
Total Number of Directors | 19
Gender | Male | Female | Non-Binary | Gender Undisclosed
Number of Directors based on gender identity | 16 | 3 | 0 | 0
Number of Directors who identify in any of the below categories: | ​ | ​ | ​ | ​
African American or Black | 2
Alaskan Native or American Indian | 0
Asian | 0
Hispanic or Latinx | 0
Native Hawaiian or Pacific Islander | 0
White | 17
Two or more races or ethnicities | 0
LGBTQ+ | 0
Undisclosed | 0

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See the discussion starting on page 14 for more information on the Nominating Committees and their roles under the purview of the Governance and Nominating Committee.

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Communicating with our Board

Shareholders and other parties may communicate with our Board (including our Executive Chairman or Lead Independent Director). Communications should be addressed to our Corporate Secretary or by contacting our Executive Chairman at 1101 First Street South, Winter Haven, Florida 33880. The Board has instructed the Corporate Secretary to promptly forward all such communications to the addresses indicated in such communications.

Any shareholder who wishes to recommend a director candidate for consideration by our Governance and Nominating Committee, the Legacy SouthState Nominating Committee, or the Legacy CenterState Nominating Committee must submit a written recommendation to our Corporate Secretary. For our 2023 annual meeting of shareholders, the Committee will consider recommendations received no earlier than December 27, 2022 and no later than January 27, 2023.

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CORPORATE GOVERNANCE

The Board of Directors directs the management of the business and affairs of SouthState. Through discussions with the Executive Chairman, the Chief Executive Officer and other executive officers, the review of materials provided to them, and participation in meetings of the Board and its committees, the Board reviews and oversees the business and affairs of the Company.

We believe that sound and effective corporate governance is the bedrock on which to build our corporate culture and communicate our commitment to the core values of the Company. In doing so, the Company continues to enhance the value it creates for its employees, shareholders, customers and communities it serves. As a result, the Board has developed and adopted corporate governance policies and practices which the Board and senior management feel promote this philosophy. By way of example, the Company has implemented a number of corporate governance actions to reflect best governance practices, including those listed below and as further detailed in this Proxy:

An annually elected Board, with directors serving one-year terms
A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees
Separate roles of Chief Executive Officer and Executive Chairman
Lead Independent Director with clearly defined responsibilities
Executive sessions of independent directors at regularly scheduled Board meetings
Board review and oversight of current and potential risks facing the Company and its business
Annual Board self-assessment guided by Lead Independent Director and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee
Ongoing required director education
Stock ownership requirements for directors and executive officers and insider trading guidelines
Directors, officer and employees are prohibited from engaging in hedging or pledging transactions
No poison pill
Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders
Mandatory director retirement age of 72 years, subject to certain exceptions
Code of Ethics applicable to all directors, officers and employees
Whistleblower Policy providing a confidential mechanism to report concerns regarding accounting, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders

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Our Board of Directors

Our Board and its committees oversee:

| ● | Management’s development and implementation of a multiyear strategic business plan and budget, and our progress meeting these plans |

| ● | Management’s identification, measurement, monitoring, and control of our Company’s material risks, including operational (including conduct, model, and cyber risks), credit, market, liquidity, compliance, strategic, and reputational risks |

| ● | Our Company’s establishment, maintenance, and administration of appropriately designed compensation programs and plans, including approving annual goals for executives, evaluating performance of executives, and setting compensation for executives |

| ● | Our Company’s maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business |

| ● | Our Company’s environmental, social and governance (“ESG”) objectives and initiatives |

| ● | Our corporate audit function, our independent registered public accounting firm, and the integrity of our consolidated financial statements |

| ● | Formal evaluation process of our Board and its committees which, in 2021, was enhanced to include a peer-to-peer evaluation |

| ● | Identification of director candidates, evaluations of such candidates, and nomination of qualified individuals for election to serve on our Board |

| ● | Review of our Executive Chairman’s and CEO’s performance and approval of the total annual compensation for our Executive Chairman, CEO and other executive officers |

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Director Independence

The Nasdaq Stock Market (“Nasdaq”) listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee, and Governance and Nominating Committee to be independent. The Federal Reserve Board’s Enhanced Prudential Standards require the chair of our Risk Committee to be independent. In addition, our Corporate Governance Guidelines require a majority of our directors to be independent. Our Board considers directors or director nominees “independent” if they meet the criteria for independence in the Nasdaq listing standards.

On a quarterly basis, the Governance and Nominating Committee evaluates the relevant relationships between each director/director nominee (and his or her immediate family members and affiliates) and the Company. The Governance and Nominating Committee also annually evaluates and certifies to the Board those directors that are considered independent under the Nasdaq listing standards. As a part of this evaluation process, the Governance and Nominating Committee considers, in addition to such other factors as it may deem appropriate, each director’s occupation, personal and affiliate transactions with the Company and its subsidiaries, and other relevant direct and indirect relationships with the Company that may affect independence.

Pursuant to the annual certification process, the Board affirmatively determined that all the following directors/director nominees are independent under the Nasdaq listing standards:

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● Ronald M. Cofield, Sr. | ● Cynthia A. Hartley | ● G. Ruffner Page, Jr.
● Shantella E. Cooper | ● Douglas J. Hertz | ● William K. Pou, Jr.
● Jean E. Davis | ● John H. Holcomb (1) | ● David G. Salyers
● Martin B. Davis | ● Charles W. McPherson | ● Joshua A. Snively
● Robert H. Demere, Jr. | ​ | ● Kevin P. Walker

| (1) | As of April 1, 2022.

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In addition, the Board determined that each member of the Audit, Compensation, Governance and Nominating, and Risk Committees is independent in accordance with the Nasdaq listing requirements, the Federal Reserve Board’s Enhanced Prudential Standards, the Company’s Corporate Governance Standards and/or applicable law, as applicable. Messrs Corbett, Hill, Holcomb, Horger, Pinner and Pollok are not considered independent due to the current or former employment by our Company or an acquired company.

In making its independence determinations, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years and those transactions reported under “Related Person and Certain Other Transactions” on page 23, and determined that none of the relationships constituted a material relationship between the director/director nominee and our Company:

● | Our Company or its subsidiaries provided ordinary course financial products and services to our directors/director nominees, some of their immediate family members, and entities affiliated with some of them or their immediate family members. In each case, the fees we received for these products and services were below the thresholds of the Nasdaq listing standards.

● | Our Company or its subsidiaries purchased products or services in the ordinary course from entities where some of our directors/director nominees are executive officers or employees or their immediate family members serve or served in the past three years as executive officers. In each case, the fees paid to each of these entities were below the thresholds of the Nasdaq listing standards.

Independent Board Leadership

The Board is led by Mr. Hill, our Executive Chairman. Pursuant to our Bylaws and Corporate Governance Guidelines, the Executive Chairman also serves as an officer of the Company, is elected by the Board, presides over each Board meeting and performs such other duties as may be incident to the office of the Executive Chairman. The Board is aware of the potential issues that may arise when an insider chairs the board of a company, but believes these concerns are mitigated by existing safeguards, including:

● | regular reviews of the Board’s leadership structure and governance practices;

● | the separate roles of Chief Executive Officer and Executive Chairman;

● | the designation of a Lead Independent Director with clearly defined authority, duties and responsibilities;

● | the fact that the independent directors regularly meet in executive session without the presence of management or other non-independent directors;

● | the highly regulated nature of the Company’s operations;

● | the fact that the Board is comprised of experienced and skilled directors, the majority of whom are independent; and

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● | the fact that the Board’s Audit, Governance and Nominating, Compensation and Risk Committees consist entirely of independent directors.

In view of the Board’s extensive oversight responsibilities, we believe it is beneficial to have separate individuals serve in the roles of Executive Chairman and Chief Executive Officer. We believe it is the Chief Executive Officer’s responsibility to manage the Company and the Executive Chairman’s responsibility to lead and guide the Board of Directors in its role of overseeing the direction and management of the Company.

In addition, we have a Lead Independent Director, Mr. McPherson. Our Lead Independent Director facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at executive sessions of the independent directors and between Board meetings.

Below is a summary of the respective duties and responsibilities of the Executive Chairman and the Lead Independent Director:

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Executive Chairman of the Board | ​ | Lead Independent Director
● Leads and guides, with the assistance of the Lead Independent Director, the Board in its role of overseeing the direction and management of the Company and the Bank ● Provides advice, guidance and assistance to the Chief Executive Officer on strategic topics, including business development, capital allocation and potential mergers and acquisitions ● Participates in meetings and communications with the primary regulators of the Company and the Bank ● Manages, with the Chief Executive Officer, communications to key stakeholders, including investors, customers, bankers and employees ● Oversees, with the Chief Executive Officer, the integration of the business and operations of the Company and CenterState following the Merger ● Calls Board and shareholder meetings ● Presides at Board and shareholder meetings ● Approves Board meeting schedules, agendas and materials, with appropriate input from management, the Chief Executive Officer and the Lead Independent Director | ​ | ● Serves as a liaison, and facilitates communication, between the Executive Chairman and the independent directors ● Organizes, convenes and presides over executive sessions of the independent directors and Board meetings at which the Executive Chairman is not present ● Provides input on meeting schedules and agendas proposed by the Executive Chairman and the Chief Executive Officer and the information to be provided to the directors in conjunction with meetings ● Serves as an advisor to the Board committees, chairs of the Board committees and other directors ● At the instruction of the Executive Chairman, ensures that he or she is available for consultation and direct communication with shareholders ● Calls meetings of the Board, if deemed advisable by the Lead Independent Director ● Guides, with the Governance and Nominating Committee, the self-assessment of the Board.

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We believe that this Board leadership structure enhances the effectiveness of Board oversight and provides a valuable perspective on our business that is independent from executive management. We recognize that different Board leadership structures may be appropriate for companies in different situations. We will continue to reexamine our corporate governance policies and leadership structures on an ongoing basis in an effort to ensure that they continue to meet our needs.

Board Meetings, Committee Membership, and Attendance

Directors are expected to attend our annual meetings of shareholders and our Board and committee meetings. Our incumbent directors attended an aggregate 97% of all meetings of the Board and the committees on which they served during 2021.

The Board held 8 regularly scheduled Board meetings during 2021, including two meetings to consider the Atlantic Capital merger. Our independent directors have the opportunity to meet privately in executive session without our Chairman and Chief Executive Officer or other members of management present as necessary at regularly scheduled Board meetings and held 6 such executive sessions in 2021. Our Lead Independent Director leads these Board executive sessions. In addition to the number of formal meetings reflected from time to time, the Board and/or its committees also held educational and/or informational sessions and an annual strategic planning retreat.

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Our Board currently has six committees, the 2021 membership of which is detailed below.

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​ | Audit Committee (1) | Compensation Committee (1) | Governance and Nominating Committee (1)(2) | Risk Committee (1) | Executive Committee | Culture Committee
​ | Number of 2021 Meetings: 10(3) | Number of 2021 Meetings: 6 | Number of 2021 Meetings: 4 | Number of 2021 Meetings: 5 | Number of 2021 Meetings: 6 | Number of 2021 Meetings: 3
Composition of Board Committees | Chair: Kevin P. Walker (4) ​ Members: Martin B. Davis William K. Pou, Jr. Charles W. McPherson (4) ​ | Chair: Joshua A. Snively ​ Members: David G. Salyers Cynthia A. Hartley Jean E. Davis ​ ​ ​ | Chair: William K. Pou, Jr. ​ Members: Charles W. McPherson Jean E. Davis Cynthia A. Hartley ​ | Chair: Martin B. Davis ​ Members: Kevin P. Walker G. Ruffner Page, Jr. William K. Pou, Jr. Robert H. Demere, Jr. Joshua A. Snively | Chair: Robert R. Hill, Jr. ​ Members: John C. Corbett Ernest S. Pinner John H. Holcomb III John C. Pollok Robert R. Horger | Chair: David G. Salyers ​ Members: John C. Corbett Cynthia A. Hartley Robert R. Hill, Jr. ​

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(1) | Pursuant to the Merger Agreement and amended Bylaws, the Chairs of the Audit and the Risk Committees are to be legacy SouthState directors and the Chairs of the Governance and Nominating, and the Compensation Committees are to be legacy CenterState directors. Each Committee must be made up of an equal number of directors from each legacy company.

(2) | The Governance and Nominating Committee includes the Legacy SouthState Directors Nominating Committee and the Legacy CenterState Directors Nominating Committee. Each such Nominating Committee is comprised of the Legacy SouthState Directors and the Legacy CenterState Directors, respectively, who satisfy the NASDAQ Stock Market independence requirements for nominating committee membership.

(3) | Includes 3 meetings to review Quarterly Reports on Form 10-Q and 1 meeting to review the Annual Report on Form 10-K.

(4) | The Board has determined that each of Kevin P. Walker and Charles W. McPherson is an “audit committee financial expert” for purposes of the rules and regulations of the SEC adopted pursuant to the Sarbanes-Oxley Act of 2002.

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Charters describing the responsibilities of each of the Board committees can be found on our website under the Investor Relations link at https://www.southstatebank.com. Each member of the Audit, Compensation, Governance and Nominating, and Risk Committees is independent.

Our Board committees regularly make recommendations and report on their activities to the entire Board. Each committee may obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. Our Board, in considering the recommendations of our Governance and Nominating Committee, reviews our committee charters and committee membership at least annually. The duties of our committees are summarized below.

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Audit Key Responsibilities | ​ | Risk Key Responsibilities
● Oversees the Company’s accounting and financial reporting processes and audits of the Company’s financial statements ● Oversees the Company’s systems of internal controls regarding finance and accounting ● Establishes and oversees the internal audit function ● Supervises the appointment, compensation, retention and work of the Company’s independent auditors ● Reviews any significant findings in internal audit reports and management’s response to such reports, including any significant instance where employees have not adhered to laws or the Company’s policies, procedures or internal controls ● Meets with management, internal audit personnel and the Company’s independent auditors each quarter to review the earnings press release and Quarterly Reports on Form 10-Q and, annually, the Annual Report on Form 10-K. ● Has the opportunity to meet with the independent auditors privately without management present each quarter |  | ● Exercises oversight for monitoring the actual risk profile against the Board approved risk appetite statement ● Oversees the Company’s risk management function ● Oversees the Company’s policies and infrastructure for monitoring compliance risk, credit risk, operational risk, interest rate risk, liquidity risk, market risk, reputation risk and strategic risk and risks associated with the Bank’s correspondent and mortgage line of business ● Oversees the risk management policies, strategies and programs established by management to identify, measure, mitigate, monitor and report major risks, including emerging risks, as well as stress testing and capital planning and management ● Oversees D&O Insurance program ● Oversees cyber security and data security risk programs ● Oversees the Compliance and Loan Review functions
Governance and Nominating Key Responsibilities | ​ | Compensation Key Responsibilities
● Oversees the identification of individuals qualified to become Board members ● Oversees the Board’s succession plan ● Oversees and monitors the independence of the Company’s directors ● Oversees the Company’s corporate governance practices ● Facilitates the Board’s periodic review of performance by it, its committees and the members of the Board ● Oversees current and emerging environmental, corporate social responsibility, and governance (“ESG”) matters ● Oversees director training and education ​ | ​ | ● Oversees the duties of the Board related to executive compensation through establishing goals, evaluating performance and setting compensation ● Oversees the Company’s compensation plans, policies and programs ● Oversees the Company’s compensation principles and practices ● Engages the services of an independent compensation consultant hired by the Committee, which provides advice on the Company’s compensation programs and the amount and form of executive and director compensation, and the risks associated with such program ● Meets with the compensation consultant, with management present and without management present ● Reviews reports prepared by the compensation consultant and Chief Risk Officer relating to compensation-related risk ● Assesses whether the Company’s compensation incentive programs encourage excessive or unnecessary risks that are reasonably likely to result in a material adverse effect on the Company or could threaten the value of the institution ● Reviews and reports to the Board on the CEO succession planning, including with respect to job description, responsibilities, competencies and attributes ● See the discussion beginning on page 34 captioned “Compensation Consultant” regarding the services provided by the Compensation Committee’s independent compensation consultant in 2021.

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Culture Key Responsibilities | ​ | Executive Key Responsibilities
Culture Key responsibilities ● Established at completion of the Merger to oversee the overall “tone at the top” of the Company, reflecting the emphasis the Company places on communication of its core values to all stakeholders, training and mentorship, and the strategic initiative to inspire, recruit and reward high-quality employees ● Oversees Human Capital Management initiatives including the Company’s three-year diversity and inclusion program ● Oversees the development of a culture focused on enhancing employee engagement with all stakeholders ● Oversees the instillation of our guiding cultural cornerstones into our leaders and employees ● Oversees the identification, training and mentoring of diverse leaders throughout the organization, including the Board |  | ● Oversees the general loan committee and asset liability committee of the Company, including the identification, assessment and management of credit risk, monitoring of the Company’s capital planning, interest rate risk, liquidity risk and balance sheet management ● Oversees the correspondent banking, mortgage, and wealth divisions ● Reviews and makes recommendations with respect to the proposed budget for the Company ● Between meetings of the Board, authorized to exercise authority on behalf of the Board, except with respect to those matters specifically delegated to another Board committee and those matters required by law, the rules and regulations of any securities exchange on which the Company’s securities are listed, or the Company’s or the Bank’s charter or bylaws to be exercised by the full Board

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The Board has the authority to establish additional committees as needed, subject to the vote of at 75% of the entire Board in the case of any new committees established during the three years following the Merger closing.

Formal Board Self-Evaluation

On an annual basis, the Board and each of its committees evaluates its performance and identifies opportunities for improvement. The Board’s self-assessment process is managed by our Governance and Nominating Committee and the Lead Independent Director, and each committee conducts its performance evaluation in such manner as it deems appropriate and reports the evaluation results to the Board. To facilitate the Board’s evaluation process, directors respond with a written questionnaire requesting feedback from each director about his or her individual service and the effectiveness of the Board and each committee on which the director serves. The feedback collected from the questionnaires is discussed by the Governance and Nominating Committee and the full Board and the other committees, as applicable. As part of the self-evaluation process, directors review the overall Board and committee structure, quality of meeting materials and presentations (both from management and outside advisors and experts), agenda topics, and other meeting processes. The 2021 evaluation process reflected overall satisfaction overall with Board performance in progressing to effective oversight of the Company and the Bank post-Merger.

Director Education

The Company is committed to providing educational opportunities for the Board through presentations by various speakers at regularly scheduled Board meetings, conferences, online and virtual training and educational video series. Pursuant to the Company’s Corporate Governance Guidelines, the Company requires directors to complete a minimum of 6 hours of continuing education each year. Each director satisfied the 2021 continuing education requirement, which included SouthState-sponsored training related to regulatory and compliance developments during 2021, cyber and data security developments in 2021, and diversity and inclusion matters.

Succession Planning

Board Leadership

The Governance and Nominating Committee is responsible for identifying and recommending director candidates to our Board for nomination using a director selection process after assessing the Company’s needs, evaluating the Board’s then-current composition, and recommending suggested enhancements.

Pursuant to the Merger Agreement and the Amended and Restated Bylaws as of the Record Date, for a three year period from the date the Merger is completed, our Board is to be made up of nineteen (19) directors, eight (8) of which are designated by SouthState, eight (8) of which are to be designated by CenterState, and three (3) of which are not related to any legacy institution (the “Non-Legacy Directors”), with Mr. Hill being the Executive Chairman, Mr. Corbett the Chief Executive Officer, and Mr. McPherson the Lead Independent Director. The bylaws also designate a Legacy SouthState Nominating Committee and a Legacy CenterState Nominating

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Committee to consider any replacement legacy directors in the event one of the current legacy institution directors serving on the Board is not able to serve, so that Board make-up remains compliant with the shareholder-approved provisions of the Merger Agreement. Sixteen of the directors nominated to stand for election at the annual meeting are those named as part of the Merger and are eligible to stand for election as directors for three years after the Merger, or until the 2024 annual meeting of shareholders. Those directors that are over 72 years of age that were part of the original designation of directors are exempt from the mandatory retirement age of 72 as set forth in the bylaws until the three-year term of service has been fulfilled. The Non-Legacy Directors, namely Ms. Cooper and Messrs. Cofield and Hertz, remain subject to the mandatory retirement age of 72.

Pursuant to our Corporate Governance Guidelines and bylaws, except for any directors as to whom such age requirement has been waived or those directors exempted from this requirement during the three year period following completion of the Merger in accordance with the bylaws, directors must be shareholders not over seventy-two (72) years of age at the time of the shareholders’ meeting at which they are elected by the shareholders. In the event that a director attains age seventy-two (72) during his or her term of office, he or she will serve until the end of his or her then-current term of office after his or her seventy-second (72nd) birthday. Understanding that at the end of the three-year period, a number of our directors will have reached the Company’s mandatory retirement age, the Governance and Nominating Committee has been actively engaged in Board succession and, in that connection, acted to nominate the three Non-Legacy Directors to enhance the experience of our Board prior to the anticipated retirements so that the Board continues to have qualified directors with the character, integrity, and experience to continue to oversee the Company and Bank as it evolves and grows.

CEO and Senior Management Succession Planning

Our Board, with the support of the Compensation Committee, oversees CEO and senior management succession planning. During 2021, the executive leadership team updated the CEO and senior management succession plans to address the succession needs of the Company, which the Board approved at its annual retreat. The succession plan is designed to provide the Company with continuity in management to preserve its safe and sound operation and minimize potential disruption or loss of continuity to its business and operations in the event of loss of the CEO or other key management roles.

Board Oversight of Risk

Our Board and its committees play a key role in oversight of our culture, setting the “tone at the top” and holding management accountable for the maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business. Our Board and its committees do this in a number of ways, including by: focusing on the character, integrity, and qualifications of their respective members, and their respective leadership structures and composition; and overseeing management’s identification, measurement, monitoring, and control of our material risks. The Board also oversees risk through annual approval and oversight of the Risk Appetite Statement, Capital Plan, Strategic Plan and budget and through its independent standing committees, principally the Audit Committee, the Risk Committee and the Compensation Committee as described below.

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​ Risk Governance Structure ​
Our Board provides objective, independent oversight of risk and: ​ • receives quarterly updates from our Audit, Risk and Compensation Committees, providing our Board with a thorough understanding of how the Company manages risk; ​ • receives quarterly risk reporting from management, including a report that addresses and provides updates on key and emerging risks; ​ • oversees senior management's development of the Risk Framework, Risk Appetite Statement and our capital, strategic and financial operating plans; ​ • oversees directly and through committees our financial performance and the adequacy of internal controls as monitored by management; and ​ • approves our Risk Framework and Risk Appetite Statement annually.
​ Audit Committee ​ Provides primary oversight of financial and accounting reporting; additional risk management oversight by evaluating the effectiveness of the Company's internal controls | ​ Risk Committee ​ Bears primary committee responsibility for overseeing the Risk Framework and material risks facing the Company; receives regular updates from the Management Risk and Compliance Committees on key and emerging risks | ​ Compensation Committee ​ Oversees the development of the Company's compensation plans and practices with a goal of rewarding performance without encouraging employees to engage in excessive, risky practices ​

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The full Board focuses on the risks that it believes to be the most significant facing the Company and our general risk management strategy. The full Board also seeks to ensure that risks undertaken by the Company are consistent with the Board’s approved risk

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​ | Corporate Governance

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appetite and risk management strategies. Through the oversight of the Company’s results compared to the Board-approved Strategic Plan and budget, the Board assesses whether management is implementing the Company’s strategy constituent with its core principles of soundness, profitability and growth and its other strategic priorities. While the Board oversees our risk management, management is responsible for the day-to-day risk management processes. We believe this division of responsibility is the most effective approach for addressing the risks facing our Company and that the Board’s leadership structure supports this approach.

Risk Governance Structure

Risk is inherent in all of our business activities. As a result, we have developed a comprehensive approach to risk management by adopting a Risk Appetite Statement and a Risk Framework supporting the Risk Appetite Statement.

The Risk Appetite Statement defines the aggregate levels and types of risk our Board and management believe appropriate to achieve our Company’s strategic objectives and business plan.

The Risk Framework sets forth clear roles, responsibilities, and accountability for the management of risk and describes how our Board oversees the monitoring of our risk appetite through the assessment of key risk indicators and performance factors. It outlines the seven types of risk that our Company faces: compliance risk, credit risk, operational risk (specifically including cybersecurity risk and model risk), interest rate risk, liquidity risk, market risk, reputation risk, strategic risk and risks associated with the Bank’s correspondent, mortgage, factoring (Corporate Billing) and wealth lines of business. The Risk Framework describes components of our risk management approach, including the adoption of the three lines risk model and the implementation of a culture of managing risk through our risk management processes, with a focus on the role of all employees in managing risk. It also outlines our risk management governance structure, including the roles of our Board, management, lines of business, independent risk management, and internal audit within the governance structure.

On a quarterly basis, we evaluate the existing risks facing the Company against the Risk Appetite Statement to ensure that actual operations of the Company align within the Company’s risk appetite. The Risk Appetite Statement and Risk Framework are reviewed and approved by the Board annually. Independent Board oversight of the Risk Appetite Statement and Risk Framework and independent assessment by the Board of our risk profile against our Risk Appetite and Framework on a quarterly basis enable us to better serve our customers, deliver long-term value for our shareholders, and achieve our strategic objectives.

Our Chief Risk Officer, the Company’s senior-most risk manager, has a dual reporting structure, reporting both to the President of the Company and to the Board Risk Committee. This governance structure is designed to complement our Board’s commitment to maintaining an objective, independent Board and committee leadership structure.

Board Oversight of Cybersecurity Risk

Our Board recognizes the importance of protecting the data provided by the Company’s customers, clients, and employees and devotes significant time and attention to overseeing the strategies the Company employs to protect our data and systems and to mitigate against cybersecurity risk. The Board includes a cybersecurity expert who chairs the Risk Committee and provides technology-related insight and guidance to the Company.

As party of the Risk Committee’s responsibility for monitoring key business and regulatory risks, the Risk Committee reviews presentations and reports at each meeting on the Company’s cybersecurity program and its efforts to mitigate cyber risks. These presentations and reports address topics such as the threat environment and vulnerability assessments, results of penetration testing, results of key cyber risk indicators and performance metrics, and the Company’s ongoing efforts to identify, prevent, detect, and respond to internal and external critical threats. The Risk Committee also reviews reports on the Company’s efforts to provide ongoing employee training on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats through employee-targeted campaigns and materials. The Audit Committee reviews reports of the Company’s internal Audit Department’s periodic audits of our information security, data security, and cybersecurity program. On an annual basis, the Board approves the Company’s Information Security Policy and Program which provides a layered approach to cybersecurity, and includes administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of customer information in accordance with applicable law.

Board Oversight of ESG Risk

The Board recognizes the importance of responding to existing and emerging risks relating to governance, social and environmental changes. The Governance and Nominating Committee has been given responsibility for overseeing current and emerging environmental, corporate social responsibility, and governance matters that are relevant to the business, operations, or public image of the Company or that are otherwise pertinent to the Company and its shareholders, employees, customers, and parties with whom it does business. Recognizing the particular importance of attracting and retaining a diverse and talented workforce, the Company has established a Board-level Culture Committee, which focuses on the Company’s human capital management initiatives, including its diversity and inclusion initiatives and talent attraction, motivation and retention. The Company’s Director of Corporate Stewardship, who reports directly to our CEO, leads our diversity and community development efforts and provides regular reports to the Culture Committee.

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In 2021, the Company adopted a three-year diversity and inclusion plan built around three goals:

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​ Workplace Diversity |  | ​ Recruit diverse, qualified talent representing all areas of society to add to the overall performance of the Company. ​ ​
​ Workplace Inclusion |  | ​ Champion a culture of collaboration and acceptance that creates a comfort level for team members to be themselves and supports diverse talent retention. ​ ​
​ Sustainability and Accountability |  | ​ Establish strategies that are sustainable and provide leaders throughout the Company with the proper tools and resources to manage and measure diversity within their respective lines of business. ​

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In addition, in 2021 the Company formed a Diversity and inclusion Council to provide oversight to its diversity and inclusion strategy, support the implementation of diversity and inclusion initiatives that align with our vision and core values, and promote a diverse and inclusive workplace that represents the communities in which the Bank does business. The responsibilities of this Council include, among others, identifying and addressing barriers that impact recruitment, retention and advance of diverse candidates, defining benchmarks and metrics for diverse talent acquisition and retention, and identifying and implementing diversity and inclusion training for all Company employees and directors.

In 2021, the Bank published its inaugural Corporate Social Responsibility Report setting forth its ESG accomplishments in 2020. A copy of the report is available for viewing on the Bank’s website, www.southstatebank.com.

Compensation Governance and Risk Management

Compensation Governance

The Compensation Committee oversees the Company’s compensation plans and practices. The fundamental philosophy underpinning the Compensation Committee’s governance process is to reward NEOs and other executives for their performance in meeting the Company’s guiding principles of soundness, profitability and growth by pursuing strategies that are expected to maximize shareholder value over time without exposure to excessive risk. The Compensation Committee’s primary responsibilities include establishing goals, evaluating performance in light of the articulated goals and objectives, and setting compensation.

Compensation Risk Management Policies and Practices

Our compensation governance structure allocates responsibility so that our Board, Compensation Committee, and the appropriate management-level governing body makes compensation decisions with documented input from the Risk Management, Legal and Compliance Departments. The Compensation Committee has adopted and annually reviews our Incentive Compensation Policy, which defines the framework for oversight of an enterprise-wide incentive program design and implementation.

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Our Incentive Compensation Policy is designed to reward appropriately our employees in the business lines through responsible sales practices without encouraging excessive risks and recognizes that the effective management of incentive compensation is an essential component of safe and sound banking practices. Our Incentive Compensation Policy establishes frameworks for: the oversight and governance of incentive plans; internal controls put in place around the design, implementation and maintenance of plans; the balance between competitive compensation and risk; the scheduled assessment of risk associated with incentive plans; the ongoing monitoring incentive plans; and annual ethical sales training.

The Incentive Compensation Committee oversees the review and approval of all incentive plans and associated risk assessments and any material changes to existing incentive plans. This Incentive Compensation Committee is assisted in its responsibilities by an Incentive Working Group, represented by the Risk, Compliance and Legal Departments, which collaborates with the business lines in incentive plan design and risk assessment completion. On an annual basis, the Compensation Committee is presented with the incentive plan risk assessment analysis and certification to enable the Compensation Committee to determine whether our compensation policy and incentive plans and practices create risks that are likely to have a material adverse effect or would cause plan participants to take excessive risks.

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​ | Shareholder Engagement

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SHAREHOLDER ENGAGEMENT

We regularly engage with our shareholders to provide meaningful information about our Company. Our Executive Leadership team, consisting of our Executive Chairman, CEO, Chief Strategy Officer, and Chief Financial Officer, regularly communicates with investors, provides investor presentations, hosts quarterly earnings calls, and participates in virtual and in-person meetings and larger conferences with institutional shareholder representatives as requested.

We continue to be actively engaged in outreach to the investment community. During 2021, we participated in approximately 215 meetings with investors, including participation in 13 investor conferences, events, and numerous other outreach efforts. Through these discussions, we facilitate communication with and obtain shareholder insight into, among other topics, the Company’s corporate governance, executive compensation, and other practices so that the Company can make deliberate, thoughtful, and balanced decisions that reflect the interests of our shareholder base.

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Related Person And Certain Other Transactions | ​

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RELATED PERSON AND CERTAIN OTHER TRANSACTIONS

The Bank has loan and deposit relationships with some of the directors of the Company and the Bank and loan, deposit, and fee-for-service relationships with some of the companies with which the directors are associated, as well as with some members of the immediate families of the directors. (The terms “members of the immediate families” or “immediate family members” for purposes of this section includes each person’s spouse, parent, stepparent, children, stepchild, sibling, mother and father-in-law, sons and daughters-in-law, and brothers and sisters-in-law, and any person sharing the same household of such person.) Such loan, deposit, or fee relationships were made in the ordinary course of business, were made on substantially the same terms, including interest rates, collateral and fee pricing, as those prevailing at the time for comparable transactions with other persons not related to the lender, and did not, at the time they were made, involve more than the normal risk of collectability or present other unfavorable features.

Robert R. Horger, a current director, is a partner in the law firm of Horger, Barnwell & McCurry, L.L.P., which we engaged, among other law firms, as counsel during 2021 and may engage during the current fiscal year. In 2021, we and Mr. Horger were involved in non-material related person transactions in that we made payments totaling approximately $2,462 to Horger, Barnwell & McCurry, L.L.P. This amount did not exceed 5% of the law firm’s gross revenue.

Our Code of Ethics contains written requirements for reviewing transactions between us and our directors and executive officers, their immediate family members, and entities with which they have a position or relationship. These requirements are intended to determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer. The Code also requires the Bank to comply with Regulation O, which requires extensions of credit to executive officers, directors, certain principal shareholders, and their related interests to (i) be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (ii) not involve more than the normal risk of repayment or present other unfavorable features. Our corporate ethics officer monitors Company compliance with the Code of Ethics and sends periodic reports on such compliance to the Board’s Audit Committee and the Incentive Compensation Committee. All such reports during 2021 contained routine, nonmaterial, Human Resources-related matters.

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STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | ​

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STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of our common stock beneficially owned as of February 28, 2022, by: (i) each director; (ii) each named executive officer; (iii) all directors and executive officers as a group; and (iv) beneficial owners of more than 5% of any class of our voting securities (as determined under SEC rules). As of that date, none of our directors and executive officers owned any shares of our common stock, other than as reported in the table below. Unless otherwise noted; all shares beneficially owned are held individually and not pledged as security; all shares of our common stock are subject to the sole voting and investment power of the directors and executive officers; and the address of each beneficial owner listed in the following table is c/o SouthState, 1101 First Street South, Suite 202, Winter Haven, Florida 33880.

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​ | ​ | ​ | ​ | ​ | ​ | Other stock units | ​ | ​ | ​ | ​
​ |  |  | Common stock |  |  | Deferred director |  |  | ​ |  |  | ​ |
​ | ​ | ​ | beneficially | ​ | ​ | Stock | ​ | ​ | Unvested | ​ | ​ | ​ | ​
Name | ​ | ​ | owned (1) | ​ | ​ | Awards (2) | ​ | ​ | PSUs/RSUs (3) | ​ | ​ | Total | Percent of Class
Directors |  |  |  |  |  |  |  |  |  |  |  |  |
Ronald M. Cofield, Sr. (4) | ​ | ​ | 412 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 412 | *
Shantella E. Cooper (5) | ​ | ​ | 2,947 | ​ | ​ | 332 | ​ | ​ | — | ​ | ​ | 3,279 | *
John C. Corbett (6) |  |  | 61,942 |  |  | — |  |  | 115,744 |  |  | 177,686 | *
Jean E. Davis (7) |  |  | 16,006 |  |  | — |  |  | — |  |  | 16,006 | *
Martin Bernard Davis (8) |  |  | 5,290 |  |  | — |  |  | — |  |  | 5,290 | *
Robert H. Demere Jr. (9) |  |  | 106,115 |  |  | — |  |  | — |  |  | 106,115 | *
Cynthia A. Hartley (10) |  |  | 11,450 |  |  | — |  |  | — |  |  | 11,450 | *
Douglas J. Hertz (11) | ​ | ​ | 22,232 | ​ | ​ | 332 | ​ | ​ | — | ​ | ​ | 22,564 | *
Robert R. Hill, Jr. (12) | ​ | ​ | 116,017 |  |  | — |  |  | 118,757 |  |  | 234,774 | *
John H. Holcomb III (13) |  |  | 46,803 |  |  | — |  |  | — |  |  | 46,803 | *
Robert R. Horger (14) |  |  | 79,128 |  |  | 815 |  |  | — |  |  | 79,943 | *
Charles W. McPherson (15) |  |  | 13,421 |  |  | — |  |  | — |  |  | 13,421 | *
G. Ruffner Page Jr. (16) |  |  | 189,851 |  |  | — |  |  | — |  |  | 189,851 | *
Ernest S. Pinner (17) |  |  | 40,897 |  |  | — |  |  | — |  |  | 40,897 | *
John C. Pollok (18) |  |  | 62,044 |  |  | — |  |  | 11,370 |  |  | 73,414 | *
William Know Pou Jr. (19) |  |  | 30,243 |  |  | — |  |  | — |  |  | 30,243 | *
David G. Salyers (20) |  |  | 10,906 |  |  | — |  |  | — |  |  | 10,906 | *
Joshua A. Snively (21) |  |  | 9,398 |  |  | — |  |  | — |  |  | 9,398 | *
Kevin P. Walker (22) |  |  | 16,377 |  |  | — |  |  | — |  |  | 16,377 | *
Named Executive Officers |  |  |  |  |  | ​ |  |  |  |  |  |  | *
William E. Matthews V (23) |  |  | 31,439 |  |  | — |  |  | 28,021 |  |  | 59,460 | *
Renee R. Brooks (24) |  |  | 38,622 |  |  | — |  |  | 30,301 |  |  | 68,923 | *
Stephen D. Young (25) |  |  | 28,955 | ​ |  | — | ​ |  | 44,318 |  |  | 73,273 | *
All directors and executive officers as a group (22 persons) (26) |  |  | 940,495 | ​ | ​ | 1,479 | ​ | ​ | 348,511 | ​ | ​ | 1,290,485 | 1.88
* Indicates less than 1% | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
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​ | ​ | ​ | Common stock | ​ | ​ | Percent of |
Name |  |  | Beneficially owned (27) |  |  | Class (27) |
Beneficial Owners Holding More Than 5% | ​ | ​ |  | ​ | ​ |  | ​
The Vanguard Group (28) | ​ | ​ | 6,800,057 | ​ | ​ | 9.81 | ​
100 Vanguard Boulevard |  |  | ​ |  |  | ​ | ​
Malvern, PA 19355 |  |  | ​ |  |  | ​ | ​
BlackRock, Inc. (29) |  |  | 6,108,878 |  |  | 8.81 | ​
55 East 52nd Street, |  |  | ​ |  |  | ​ | ​
New York, NY 10055 |  |  | ​ |  |  | ​ | ​
Capital Research & Mgmt Co. (30) 333 South Hope Street, 55th Floor Los Angeles, CA 90071 | ​ | ​ | 3,566,131 | ​ | ​ | 5.14 | ​

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​ | STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS

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(1) | As reported to the Company by the directors, nominees and named executive officers. Includes the number of shares of which the named individual has the right to acquire ownership within 60 days of the date of this table pursuant to the below:

​ ​ ​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Name |  |  | Options |  |  | RSUs |  |  | Total |
John C. Corbett |  |  | — |  |  | 17,158 |  |  | 17,158 |
Robert R. Hill, Jr. |  |  | 48,400 |  |  | — |  |  | 48,400 | ​
Robert R. Horger | ​ | ​ | 6,243 | ​ | ​ | — | ​ | ​ | 6,243 | ​
William E. Matthews V |  |  | — |  |  | 1,228 |  |  | 1,228 |
Renee R. Brooks |  |  | 12,520 |  |  | — |  |  | 12,520 |
Stephen D. Young |  |  | — | ​ | ​ | 8,606 | ​ | ​ | 8,606 |
John C. Pollok |  |  | 12,040 |  |  | — |  |  | 12,040 | ​
All directors and executive officers as a group (7 persons) |  |  | 79,203 |  |  | 26,992 |  |  | 106,195 |

(2) | Reflects unvested restricted stock that has full voting and dividend privileges. These shares will vest in the first quarter of 2024.

(3) | Reflects unvested PSUs at target.

(4) | Includes 412 shares Mr. Cofield owns individually.

(5) | Includes 2,947 shares Ms. Cooper owns individually.

(6) | Mr. Corbett is a Named Executive Officer for purposes of this proxy due to his role as Chief Executive Officer. Includes 1,347 shares owned by Mr. Corbett’s IRA account and 60,595 shares owned individually, including restricted stock units that have fully vested but are subject to a two-year holding period after vesting date.

(7) | Includes 16,006 shares Ms. Davis owns individually.

(8) | Includes 5,290 shares Mr. Davis owns individually.

(9) | Includes 780 shares owned by Mr. Demere’s IRA account, 53,000 shares owned individually, 52,257 shares of common stock owned by Colonial Group, Inc., of which Mr. Demere is the former President and Chief Executive Officer, and 78 shares owned by his spouse.

(10) | Includes 1,870 shares Ms. Hartley owns individually and 9,580 shares owned jointly with her spouse.

(11) | Includes 9,785 shares Mr. Hertz owns individually and 12,447 shares held by his family trust.

(12) | Mr. Hill is also an Executive Chairman of the Board of Directors. Includes 33,683 shares individually owned, 48,400 shares subject to exercisable stock options outstanding, and 33,934 shares owned jointly with spouse.

(13) | Includes 46,634 shares Mr. Holcomb owns individually and 169 shares owned by his IRA account.

(14) | Includes 68,514 shares Mr. Horger owns individually, 350 shares owned by his IRA account, 6,243 shares subject to exercisable stock options outstanding, and 4,021 shares owned by his spouse.

(15) | Includes 6,634 shares Mr. McPherson owns individually and 6,787 shares owned by a trust he controls.

(16) | Includes 51,700 shares Mr. Page owns individually, 64,056 shares held by his children’s trusts and 74,095 shares held by Mr. Page’s former affiliated company.

(17) | Includes 37,187 shares Mr. Pinner owns individually, 3,410 shares owned jointly with spouse, and 300 shares held by a trust Mr. Pinner controls.

(18) | Includes 49,331 shares Mr. Pollok owned individually, 12,040 shares subject to exercisable stock options outstanding, 6 shares owned by his IRA account, and 667 shares owned by spouse.

(19) | Includes 4,533 shares Mr. Pou owns individually, 19,863 shares owned jointly with his spouse, 2,931 shares owned by trusts he controls, and 2,916 shares held by a QTIP Trust.

(20) | Includes 3,205 shares Mr. Salyers owns individually and 7,701 shares owned jointly with his spouse.

(21) | Includes 6,848 shares Mr. Snively owns individually and 2,550 shares owned jointly with his spouse.

(22) | Includes 934 shares Mr. Walker owns individually and 15,443 shares owned jointly with his spouse.

(23) | Includes 18,376 shares owned jointly with his spouse, 11,531 shares held within his IRA, and 1,532 shares Mr. Matthews owns individually, including restricted stock units that have fully vested but are subject to a two-year holding period after vesting date.

(24) | Includes 26,102 shares Ms. Brooks owned individually and 12,520 shares subject to exercisable stock options outstanding.

(25) | Includes 28,955 shares Mr. Young owns individually, including restricted stock units that have fully vested but are subject to a two-year holding period after vesting date.

(26) | Includes shares of common stock held as of December 31, 2021 by the Company under our 401(K) Employee Savings Plan, as follows: Mrs. Brooks, 5,757 shares; Mr. Pollok, 9,355 shares; and all directors and Named Executive Officers as a group, 15,112.

(27) | Figures as of December 31, 2021.

(28) | Beneficial ownership of The Vanguard Group is based on its Schedule 13G/A filed with the SEC with respect to the Company on February 10, 2022, in which it reported shared power to vote or direct the vote of 62,083 shares of our common stock, sole power to dispose or direct the disposition of 6,667,990 shares of our common stock, and shared power to dispose or direct the disposition of 122,067 shares of our common stock.

(29) | Beneficial ownership of BlackRock, Inc. is based on its Schedule 13G/A filed with the SEC with respect to the Company on February 1, 2022, in which it reported sole power to vote or to direct the vote of 5,819,675 shares of our common stock and sole power to dispose or direct the disposition of 6,108,878 shares of our common stock.

(30) | Beneficial ownership of Capital Research & Mgmt Co. is based on its Schedule 13Fs filed with the SEC with respect to the Company on February 14, 2022, in which it reported sole power to vote or to direct the vote of 3,566,131 shares of our common stock.

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Table of Contents

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Director Compensation | ​

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DIRECTOR COMPENSATION

2021 Director Pay

The table below sets forth the annual compensation of our non-employee directors for fiscal year 2021.

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Amount of Cash Retainer | Position
$60,000 | Board Members
$25,000 | Additional fee to Lead Independent Director
$15,000 | Chairs of the Audit, Risk, Governance and Nominating, and Compensation Committees
$61,000 | Chair of the Culture Committee
$10,000 | Committee Members
Director Equity Retainer
● $75,000, issued in the form of RSUs that vest within one year of the grant date.
● If Board service is terminated due to death, all unvested RSUs will fully vest as of the date of death. If Board service is terminated for any reason other than death, any unvested RSUs outstanding as of the date of termination would be forfeited.
● Upon a change of control, all unvested RSUs will become fully vested and settled in shares of SouthState common stock.

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Any director who is also an employee of SouthState or its subsidiaries (namely, Messrs. Corbett, Pollok and Hill) is not eligible to receive any equity, retainer or fees for service on the Board of Directors, including service as a Chair of a Board committee.

2021 Director Compensation Review

The Compensation Committee is responsible for reviewing, on an annual basis, the compensation paid to our directors and making recommendations to the Board on any adjustments to it. Working with its independent compensation consultant, the Compensation Committee annually assesses SouthState’s director compensation program relative to our peers. In making this assessment, the Compensation Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our board members relative to directors at our peers, and (iii) our aggregate board compensation as compared to our peer group.

Director Deferral Plan

Non-employee directors are permitted to make elections to defer (i) up to 100% of their cash retainer or meeting fees into a deferred income plan account and (ii) the settlement date with respect to either 50% or 100% of their annual RSU grant. Deferrals are not credited under the deferred income plan in respect of deferred RSUs until such RSUs have vested, at which time the director’s account is credited with a deemed investment in the SouthState Corporation Stock Fund under the deferred income plan equal to the number of shares of Company common stock with respect to which the deferral election was made (net of any shares withheld in respect of applicable tax withholding obligations, if any, related to vesting).

Deferrals credited under the deferred income plan are fully vested at all times and are payable (a) with respect to cash retainers, in cash in a single lump sum and/or (b) with respect to amounts deemed to be invested in Company common stock (including through the SouthState Corporation Stock Fund and any RSU accounts), in the form of common stock, following the first to occur of the participant’s separation from service or a change in control, subject to the director’s deferral elections.

Stock Retention Requirements; Hedging and Pledging Prohibitions

Stock Ownership Requirements. Directors are required to beneficially own a minimum of five times the director’s annual base cash retainer in market value of the Company’s common stock by the end of the fifth anniversary of being elected to the Board. Restricted stock and stock underlying or issuable pursuant to RSUs or the deferred income plan are counted toward these thresholders. After the threshold is attained, future changes in market value do not require the director to purchase additional stock. As of the end of 2021, all of our directors met or exceeded their required ownership levels. Beneficially owned shares for these purposes include shares held by a director outright as well as unvested shares of restricted stock as to which a director has full voting privileges.

Anti-Hedging and Anti-Pledging Policies. Under our Insider Trading Policy, directors, officers and employees are prohibited from: (1) engaging in hedging, monetizing or similar transactions that are designed to offset a decrease in the market value of any securities of the Company and (2) holding securities of the Company in a margin account or otherwise pledging securities of the Company as collateral for a loan. A copy of our Insider Trading Policy can be found on our website at https://www.southstatebank.com/ under the Corporate Governance tab of the Corporate Overview under “Investor Relations.”

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26 SOUTHSTATE | ​

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​ | DIRECTOR COMPENSATION

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2021 Director Compensation

The following table shows the compensation paid to our 2021 non-management directors for their services in 2021:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  | Fees earned or |  |  | ​ |  |  | All other |  | ​ |
​ | ​ | ​ | paid in cash | ​ | ​ | Stock awards | ​ | ​ | compensation | ​ | Total |
Director (1) | ​ | ​ | ($) (2) | ​ | ​ | ($) (3) | ​ | ​ | ($) (4) | ​ | ($) |
Jean E. Davis |  |  | 80,000 |  |  | 76,792 |  |  | 109 |  | 159,901 | ​
Martin B. Davis |  |  | 95,000 |  |  | 76,792 |  |  | 109 |  | 171,901 | ​
Robert H. Demere Jr. |  |  | 70,000 |  |  | 76,792 |  |  | 91 |  | 146,883 | ​
Cynthia A. Hartley |  |  | 90,000 |  |  | 76,792 |  |  | 109 |  | 166,901 | ​
John H. Holcomb III |  |  | 70,000 |  |  | 76,792 |  |  | 55,000 (5) |  | 201,792 | ​
Robert R. Horger |  |  | 70,000 |  |  | 76,792 |  |  | 383 |  | 147,175 | ​
Charles W. McPherson |  |  | 105,000 |  |  | 76,792 |  |  | — |  | 181,792 | ​
G. Ruffner Page Jr. |  |  | 70,000 |  |  | 76,792 |  |  | — |  | 146,792 | ​
Ernest S. Pinner |  |  | 70,000 |  |  | 76,792 |  |  | 450,000 (6) |  | 596,792 | ​
William Know Pou Jr. |  |  | 105,000 |  |  | 76,792 |  |  | — |  | 181,792 | ​
David G. Salyers |  |  | 141,000 |  |  | 76,792 |  |  | — |  | 217,792 | ​
Joshua A. Snively |  |  | 95,000 |  |  | 76,792 |  |  | — |  | 171,792 | ​
Kevin P. Walker |  |  | 95,000 |  |  | 76,792 |  |  | 109 |  | 171,901 | ​

(1) | Excludes the three (3) Non-Legacy Directors appointed to the Board in 2022.

(2) | Includes total compensation earned through Board fees, retainers and committee fees, whether paid or deferred. Refer to the “2021 Director Pay” section for more information regarding committee membership and fees.

(3) | RSUs were awarded to non-employee directors on May 1, 2021 in the amount of $75,000. These awards vested on November 1, 2021. The market value of the shares is determined by the closing market price of our common stock on the vesting date ($82.75 on November 1, 2021). The assumptions used in the calculation of these amounts for awards granted in 2021 are included in Note 19 in the “Notes to Consolidated Financial Statements” included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Board of Directors’ total aggregate amount of stock awards outstanding at December 31, 2021 was 815, all of which was owned by Mr. Horger. As of December 31, 2021, only Mr. Horger held unvested shares of restricted stock or stock units.

(4) | Includes $1.92 in dividends, or $0.47 for each of the first and second quarters and $0.49 for each of the third and fourth quarters, on all restricted stock awards outstanding at the time of the dividend declaration.

(5) | Constitutes Mr. Holcomb’s consultant’s fees paid in connection with Corporate Billing, LLC.

(6) | Prior to the Merger, Mr. Pinner served as the chair of the CenterState Board of Directors, and Mr. Horger served as the chair of the Company’s Board of Directors. In connection with the significant integration planning for the Merger and the criticality of retaining key talent from both legacy SouthState and legacy CenterState through the integration and conversion process, Messrs. Horger and Pinner both received Merger-related awards. While Mr. Horger received a pay to integrate award following the Merger closing in June 2020, Mr. Pinner received a $450,000 pay to integrate cash award following successful completion of systems conversion in June 2021.

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Table of Contents

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proposal 2: approving our executive compensation | ​

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PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON-BINDING “SAY ON PAY” RESOLUTION)

Proposal 2 asks shareholders to approve, on an advisory basis, our 2021 executive compensation program. At the 2021 annual meeting of shareholders, 81.5% of the votes cast on the Say on Pay proposal were cast in support of our 2021 compensation of our Named Executive Officers. We believe that offering our shareholders the opportunity to vote on NEO compensation on an annual basis reinforces our commitment to the feedback of our shareholders.

In connection with the Merger, we brought together an executive leadership team with the appropriate strategic vision and experience to guide the Company as it grows into a Southeast regional institution and completed a large, complex integration effort in the midst of the COVID-19 pandemic. While, as a result of the Merger, we were required to fulfill certain contractual commitments in the nature of transaction- and retention-related payments to executives, effective January 2021, the Compensation Committee approved a performance-based executive compensation program applicable to each of our Named Executive Officers (“NEO”), including the CEO, which is designed to reflect our guiding principles of soundness, profitability and growth, and to align our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

In making a decision on whether to approve our pay practices for our NEOs, we ask that you consider the description of our executive compensation program provided in the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narratives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to vote “FOR” the following resolution:

“Resolved, that the shareholders approve the compensation paid to SouthState’s NEOs, as described in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures in the Company’s 2022 Proxy Statement.”

Your vote on this proposal, which is required by Section 14A of the Exchange Act, is “advisory” and will serve as a non-binding recommendation to the Board. The Compensation Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements.

The Board has resolved to hold annual advisory votes to approve the compensation of our NEOs. Accordingly, the next advisory vote to approve our executive compensation program will occur at the 2023 Annual Meeting, unless the Board modifies its policy on the frequency of holding such advisory votes.

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| Our Board unanimously recommends a vote “for” approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) (Proposal 2).

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28 SOUTHSTATE | ​

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​ | Compensation Discussion and Analysis

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COMPENSATION DISCUSSION AND ANALYSIS

1. Executive Summary

a. Our Named Executive Officers

Our NEOs for 2021 are identified below and include the Chief Executive Officer and Chief Financial Officer of the Company and our next three most highly-compensated executive officers.

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Named Executive Officers | Title | Years of Service (1)
John C. Corbett | Chief Executive Officer of the Company and President and Chief Executive Officer of the Bank | 21
Robert R. Hill Jr. | Executive Chairman of the Company and the Bank | 25
William E. Matthews V | Chief Financial Officer of the Company and the Bank | 10
Renee R. Brooks | Chief Operating Officer of the Company and the Bank | 25
Stephen D. Young | Chief Strategy Officer of the Company and the Bank | 20

(1) | Reflects combined years of service at SouthState and CenterState as of June 8, 2020. With regard to Mr. Matthews, this figure also includes his tenure as CFO of NCOM.

The following provides a brief biographical description of each of our NEOs, other than Messrs. Corbett and Hill for whom we have provided biographical information for them under the Board biographical information above. All positions held by each of our NEOs, including the period each such position has been held, a brief account of their business experience during at least the past five years and certain other information is provided below. Information concerning directorships, committee assignments, minor positions and peripheral business interests have not been included.

● | William E. Matthews V, age 57, was appointed as our Chief Financial Officer on June 7, 2020 in connection with the Merger. Before that, he served as Executive Vice President and Chief Financial Officer of CenterState and CenterState Bank (2019 to June 7, 2020); President and Chief Financial Officer of NCOM (2018 to 2019); Chief Financial Officer of NCOM and NBC (2011 to 2019); NCOM and NBC Board member (2010 to 2019, Vice Chair 2012 to 2019); Partner at New Capital Partners, Birmingham, Alabama (2009 to 2011); Chief Financial Officer of RBC Bank (USA) (2008 to 2009); Executive Vice President and Chief Financial Officer of Alabama National Bancorporation (1998 to 2008).

● | Renee R. Brooks, age 52, was appointed as our Chief Operating Officer in 2018. Before that, she served as the Company’s Chief Risk Officer (2016 to 2017); Chief Administrative Officer (2012 to 2017) and as Corporate Secretary (2009 to 2014). Prior to 2009, Ms. Brooks held various leadership positions with SouthState Bank, including Commercial Banking Manager and Head of Retail Banking (1996 to 2009).

● | Stephen D. Young, age 46, was appointed as our Chief Strategy Officer on June 7, 2020 in connection with the Merger. Prior to June 2020, Mr. Young served as Executive Vice President and Chief Operating Officer of CenterState (2016 to June 7, 2020) and CenterState Bank (May 2010 to June 8, 2020) and as Executive Vice President and Chief Financial Officer of CenterState Bank (2002 to 2010). From 1998 to 2001, Mr. Young was a senior auditor with Deloitte & Touche LLP. Mr. Young is the brother-in-law of Mr. Corbett, the Company’s Chief Executive Officer.

b. 2021 Executive Compensation Highlights

2021 was a unique year and our accomplishments have laid the foundation for long-term soundness, profitability and growth. Our accomplishments during the year include:(1)

| Earned net income of $475.5 mm, or $6.71 per diluted share, or adjusted net income of $537.3 mm, or $7.58 per diluted share, excluding merger-related and other one-time costs, with minimal 2 basis point chargeoffs.

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Compensation Discussion and Analysis | ​

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| Increased tangible book value by $3.46 to $44.62 per share and achieved adjusted return on tangible common equity of 18.68%. ​
| Repurchased 1.8 million shares in 2021, which represents 2.6% of the Company’s outstanding shares as of December 31, 2021.
| Experienced $10 billion in deposit growth (or 40%) since year-end 2019 and grew non-PPP loans by $1 billion on a record $10 billion in loan production, resulting in 8.5% annualized loan growth in the second half of 2021.
| Helped our small business customers obtain approximately $2.5 billion in PPP loan forgiveness on over 23,000 loans.
| Successfully completed the final stage of our merger of equals with CenterState Bank, N.A., converting over 600,000 accounts and all product and services to one core platform in May 2021.
| Continued to take advantage of beneficial growth opportunities by entering into an agreement and plan of merger with Atlantic Capital Bancshares, Inc., and subsequently completing that merger on March 1, 2022.(2)
| Recruited over 40 new lenders.
| Published our first Corporate Responsibility Report in 2021 and adopted a 3 year diversity and inclusion plan. ​

(1) | See reconciliation of GAAP to Non-GAAP measures in Appendix A.

(2) | The merger closed March 1, 2022.

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Effective January 2021, the Compensation Committee of the Board approved a performance-based executive compensation program applicable to each of our NEOs, including the CEO, described below. We believe this performance-based compensation program reflects our guiding principles of soundness, profitability and growth and aligns our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

Further information about our compensation philosophy and our pay practices are contained in the discussion entitled “Executive Compensation Governance.”

The charts below illustrate total direct compensation as of December 31, 2021 for our CEO and the average total direct compensation of our other NEOs. Such compensation consists of base salaries, the AIP awards, and LTI awards granted in 2021 as reflected in the tables set forth under the section captioned “2021 Compensation Paid to Our NEOs – Incentive Awards” beginning on page 38. Under the SouthState executive compensation plan, approximately 81% of our CEO’s pay was variable, while approximately 73% of the other NEO’s average pay was variable.

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​ | Compensation Discussion and Analysis

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2021 Actual Pay Mix

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(1) | The percentages reflected by this graph exclude the total direct compensation for Mr. Corbett.

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2. Executive Compensation Governance

a. Pay Evaluation and Decision Process

SouthState’s executive compensation program is structured to be performance-based to align total compensation with SouthState’s guiding principles of soundness, profitability and growth and to the achievement of financial and strategic goals. As is discussed further throughout this disclosure, the Merger required us to put in place a number of unique arrangements to comply with existing contractual obligations and to promote and incentivize a smooth transition and integration, which arrangements are not reflective of our normal ordinary-course compensation program. While the typical, go-forward executive compensation program provides a variety of compensation elements designed to provide a comprehensive and competitive pay package, a meaningful portion of total compensation is typically variable and tied to future shareholder return, thereby rewarding our NEOs and other executives for pursuing strategies that are expected to maximize shareholder value over time without exposure to excessive risk. Our Compensation Committee has the primary responsibility for approving our compensation strategy and philosophy, and the compensation programs applicable to our NEOs.

The Compensation Committee annually reviews and validates its compensation philosophy with the assistance of the Compensation Committee’s independent compensation consultant. The purpose of the review is to ensure that compensation decisions made by the Compensation Committee and the Board of Directors are consistent with this philosophy. The fundamental philosophy of our compensation program is to offer competitive compensation opportunities for executive officers that:

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Compensation Discussion and Analysis | ​

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When setting compensation, the Compensation Committee considers various factors that indicate successful management, including:

| ● | Company, line of business and individual performance (both financial and non-financial)

| ● | Adherence to sound risk management policies

| ● | Year over year performance

| ● | Performance as compared to competitor peer group

| ● | Promotion of the core values of the Company

Our CEO works closely with the Compensation Committee in establishing executive compensation and overall bonus and incentive payments (other than with respect to his own compensation). The CEO evaluates the performance of the other senior executives, and, based on these performance evaluations, market compensation surveys, and other data, he makes compensation recommendations, including with respect to incentive compensation payments, to the Compensation Committee and shares with its members the basis for his recommendations. The Compensation Committee, at its discretion, may accept, approve, reject or modify the CEO’s recommendation. With respect to the compensation of the CEO, the Compensation Committee evaluates the CEO’s performance and determines his compensation without the CEO present.

Taking these factors into consideration, the Compensation Committee exercises its discretion and authority granted by the Board to determine the appropriate compensation for the CEO and each NEO and to recommend the CEO compensation to the full Board for approval. The Compensation Committee continues to assess our pay practices to balance risks with our commitment to link NEO pay to our performance while maintaining executive compensation programs that are market competitive and shareholder aligned.

b. Compensation Risk Management Features

Our Compensation Committee believes that the design and governance of our executive compensation program encourage executive performance consistent with the highest standards of risk management.

i. Pay Practices

The Compensation Committee has implemented pay and governance practices that reinforce our principles, support sound risk management and align with our shareholders:

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Pay Practices
✓ Pay for Performance: We apply a framework based on soundness, profitability and growth goals to drive short-term and long-term shareholder value. ✓ Annual Say On Pay Vote: We conduct an annual Say On Pay vote in line with best governance practices. ✓ Stock Ownership Guidelines: We maintain strict stock ownership requirements for our Executive Leadership and Directors. ✓ Strong Pledging and Hedging Prohibitions: Executive Leadership and Directors are prohibited from pledging or hedging/speculative trading in shares of SouthState stock. ✓ Independent Compensation Consultant: We engage an independent compensation consultant who reports directly to the Compensation Committee. ✓ Clawback Policy: Our clawback policy allows us to recoup incentive compensation that was paid in reliance on materially inaccurate financial statements or other materially inaccurate performance metric criteria. ✓ Responsible Equity Grant Practices: We use the average of the closing price of our common stock for the preceding month to determine the number of PSU or RSU awards, but recognize the expense of all share-based awards in our income statement over the award’s minimum required service period. ⌧ No Excise Tax Gross-Ups: For new change in control agreements, we will not provide gross-up payments for excise taxes. ⌧ No Single Trigger Payments: For new change in control agreements, we will not provide single trigger severance payments. ⌧ Severance: Since the Merger, we provide employment contract severance based on cash compensation, cash bonuses and COBRA coverage for a limited time period. ⌧ No Repricing: We do not allow for repricing of stock options without our shareholders’ consent.
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​ | Compensation Discussion and Analysis

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ii. Impact of Compensation Practices on Risk Management

The Company’s incentive governance process includes a framework for developing new incentive compensation policies and procedures and a robust, multi-layered risk review process designed to comply with applicable law. The Compensation Committee has ultimate authority regarding all incentive plans. The Compensation Committee reviews and approves any material changes to incentive plans. An Incentive Compensation Committee at the management-level is responsible for reviewing the annual risk review process for incentive plans and monitors business line compliance with the approved incentive plans. The Compensation Committee reviews and approves the annual incentive plan risk assessments. For additional information, please see the discussion captioned “Compensation Risk Management Policies and Practices” on page 20.

We believe that our layered compensation governance approach, which includes offering a mix of fixed and variable compensation, performing annual incentive plan risk assessments, setting appropriate performance metrics that reward performance without encouraging excessive risk, and monitoring incentive plan awards, allows us to effectively mitigate excessive risk. The Chief Risk Officer presented the 2022 incentive plan and risk review analysis for 2022 plans to the Compensation Committee, and based on its deliberations, the Compensation Committee concluded that our compensation and incentive plans and practices for 2021 and 2022 do not create risks that are likely to have a material adverse effect or would cause plan participants to take unnecessary risks.

c. Role of Compensation Consultant

The Compensation Committee engages an independent compensation consultant to provide market reference perspective and serve as an advisor. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. Further, the Compensation Committee has the sole authority to engage a compensation consultant and approve the independent compensation consultant’s fees and other terms of the engagement. During 2021, the Compensation Committee retained McLagan, an Aon Company, to act as its independent compensation consultant.

McLagan performed a review of our director and executive compensation programs, provided peer group analyses, and advised on regulatory developments, corporate governance and best practice trends. The Compensation Committee considered the independence of McLagan in light of applicable SEC rules and The Nasdaq Stock Market listing standards. The Compensation Committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The following factors were considered: (1) services other than compensation consulting provided to us by McLagan; (2) fees paid by us as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors of McLagan and a member of our Compensation Committee; (5) any stock of the Company owned by the senior advisors of McLagan; and (6) any business or personal relationships between our executive officers and the senior advisors of McLagan. The Compensation Committee discussed these considerations and concluded that the work performed by McLagan and McLagan’s senior advisors involved in the engagements did not raise any conflict of interest.

During 2021, the compensation consultant provided the following services to the SouthState Compensation Committee:

● | provided data and analysis to the Compensation Committee regarding compensation related trends in the banking industry;

● | reviewed and advised the Company on the composition of our peer group of publicly-traded financial institutions (see page 40 for peer group)

● | reviewed the Company’s total compensation philosophy for reasonableness and appropriateness;

● | reviewed overall compensation levels;

● | reviewed the competitiveness of the compensation elements currently offered by the Company to its top executives, including base salary, annual incentive or bonus, long-term incentives (stock options, restricted stock, RSUs and PSUs), all other compensation, and changes in retirement benefits as compared to that of the customized peer group;

● | advised the Compensation Committee regarding the compensation of outside directors, including the competitiveness of its elements as compared to the defined peer group;

● | recommended and made observations regarding the potential alignment of the Company’s executive compensation practices with the Company’s overall business strategy and culture relative to the market as defined by the peer group (including a review of the current performance based programs with respect to the annual cash incentives and annual equity grants);

● | interacted with management to obtain compensation and benefits data, as well as other relevant information that is not available from public sources, to understand the scope of the various executive jobs in order to provide accurate benchmarking and confirm accurate and up-to-date factual and data analyses;

● | provided market and peer data and recommendations on executive management compensation; and

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● | assisted the Company in its preparation of compensation disclosures as required under Regulation S-K with respect to this Proxy Statement and associated tables and disclosures included herein by reference.

Fees Paid to Compensation Consultants. The aggregate fees paid by the Company to McLagan in 2021 for determining or recommending the amount or form of executive and director compensation totaled approximately $223,000.

3. Our 2021 Compensation Program

For 2021, the Compensation Committee of the Board approved a performance-based executive compensation program which is designed to reflect our guiding principles of soundness, profitability and growth, and to align our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

a. Executive Pay Components and Variable Pay Mix

The elements of our executive compensation program for 2021 included:

​ | ​ | ​ | ​
Base salary | Performance Based Annual Cash Incentive Program (“AIP”) | Long Term Incentive Program (“LTIP”)
Annually reviewed by the Compensation Committee; reflects scope of responsibili- ties based on years of experi- ence, performance, skills and knowledge | Designed to (i) encourage, recognize and reward achievement of performance metrics, (ii) reward NEOs for shareholder value creation, and (iii) align NEO and shareholder interests | Designed to reward NEOs for shareholder value creation, to align NEO and shareholder interests, and to retain and motivate talented NEOs. Equity-based and provided under shareholder-approved plans that permit granting a variety of equity-based awards (restricted stock, PSUs, RSUs) ​ 3 year term
Provides income stability to allow NEOs to focus on the execution of strategic goals and to attract and retain highly qualified NEOs | Provides short-term variable pay for the performance year by NEOs | Performance Share Units (“PSUs”) Rewards achievement of corporate, team and individual performance metrics over a prescribed performance period | Restricted Share Units (“RSUs”) Rewards sustainable long-term appreciation of the Company’s stock price and aligns NEO compensation with stock price appreciation
​ | ​ | 80% of LTIP opportunity | 20% of LTIP opportunity

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In addition, for fiscal year 2022, the Compensation Committee approved additional qualitative factors for the LTIP to be applied to Messrs. Corbett and Hill in connection with their positions of Chief Executive Officer and Executive Chairman, respectively, as more specifically described below.

b. Base Salaries

We pay base salaries to attract, reward and retain senior executives in order to compete for talent. Base salaries for our NEOs were initially set by the Compensation Committee as of the effective date of the Merger to reflect base salaries that were competitive within the peer group. Each year, the Compensation Committee reviews the salaries of our NEOs as a percentage of total target compensation and makes appropriate adjustments to maintain competitive market levels, which are based on the experience and scope of responsibilities of each NEO. The Compensation Committee typically conducts these evaluations during the third quarter of our fiscal year. The Compensation Committee did not adjust base salaries for the NEOs for 2021. In addition, in connection with its annual evaluation during the third quarter of 2021, the Compensation Committee did not adjust salaries of our NEOs for 2022. The Compensation Committee will evaluate base salaries of the NEOs during the third quarter of 2022 and will implement any changes as it deems appropriate in the first quarter of 2023.

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c. Annual Cash Incentive and Long-Term Incentive Plans

The table below summarizes the components of each of the Annual Cash Incentive Plan (“AIP”) and Long-Term Incentive (“LTI”) Plan approved by the Compensation Committee for 2021, including the performance metrics that are being applied, and purpose for including such components.

The Compensation Committee annually selects eligible employees who will participate in the AIP and sets the amount of each participant’s threshold, target and maximum award that can be awarded under the AIP, determined as a percentage of the participant’s base salary. In addition, the Compensation Committee selects eligible employees for the LTI plan and establishes the form of LTI awards and the related performance conditions in a manner designed to align the interests of our executives with those of our shareholders. For 2021, the metrics for receiving AIP and LTI awards were as set forth below:

| • Adjusted Earnings Per Share(2) (“EPS”) (40%): Measures growth, profitability and our return on investment. The Compensation Committee believes EPS is a meaningful performance metric because it has a long-term correlation with shareholder value. • Adjusted PPNR(3) (40%): Measures the core profitability of the Company before consideration of provisions for credit losses. The measure is widely used by investors and analysts to measure profitability excluding any cost or benefit of provision expense or release. • NPA/Loans + OREO(4) (20%): Measures the level of non-performing assets. The measure is widely used by investors and analysts to measure asset quality, which is critical to the Company's soundness. ​
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​ | • TBV Growth(5) (40%): The Compensation Committee believes this measure correlates with growth in the per share value of the Company. Using a 3-year cumulative approach encourages strong performance over a sustained period of time. Awarded in the form of PSUs. • 3-Year Cumulative Return on Average Tangible Common Equity (“ROATCE”) (40%): The Compensation Committee believes that ROATCE is meaningful because it measures the Company's capital formation rate and its ability to fund growth and capital returns to shareholders. Using a 3-year cumulative approach encourages strong performance over a sustained period of time. Awarded in the form of PSUs. • Time-Vested (20%): Awarded in the form of RSUs at target opportunity and vests ratably over 3 years on January 1 of each subsequent year. ​

| (1) | Adjusted EPS, PPNR and ROATCE are non-GAAP financial measures that exclude the impact of branch consolidation and merger-related expenses, gains or losses on AFS securities and other one-time adjustments such as extinguishment of debt cost, income tax benefit/cost related to the carryback of tax losses under the CARES Act, and adjustments (positive or negative) resulting for federal and state tax examinations for tax years outside of the measurement period. Adjusted ROATCE also excludes after-tax amortization of intangibles. See reconciliation of GAAP to Non-GAAP measures in Appendix A.

| (2) | Adjusted net income divided by the weighted average diluted shares outstanding.

| (3) | Adjusted net income before tax and before provision for credit losses (including unfunded commitments).

| (4) | Non-performing assets divided by the sum of loans plus other real estate owned on an absolute basis and as compared to our peers. A ratio less than or equal to 0.75% is maximum performance. A ratio above 0.75% results in a peer group comparison.

| (5) | Compound tangible book value growth per share plus cumulative dividends per share over the measurement period but excluding: (a) the impact of Merger-related expenses associated with the Merger occurring after the start of the measurement period; (b) the impact of share repurchase activity on the Tangible Book Value per share plus cumulative dividends per share calculation; and (c) the Tangible Book Value impact of the Duncan-Williams acquisition, including associated merger-related expenses occurring after the start of the measurement period.

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For AIP awards granted in 2022, the Compensation Committee modified the performance metrics applicable to Messrs. Corbett and Hill given their unique roles as Chief Executive Officer and Executive Chairman, respectively, to (1) add a qualitative metric of 10% of such executive’s base salary that the Compensation Committee may award at its discretion, and (2) reduce by 5% the EPS and Adjusted PPNR metrics to 35% and 35%, respectively, of such executive’s base salary.

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The 2021 AIP and LTI opportunities as a percentage of base salary for each of the NEOs are outlined in the table below. These opportunities have also been approved for such executives for their 2022 AIP and LTI awards.

| ​ | ​ | ​ | ​
| ​ | ​ | ​ | ​
Name ​ | AIP Opportunity (Cash) | LTI Incentive Opportunity 80% PSUs (at Target), 20% RSUs
​ | Target | Maximum | Target | Maximum
John C. Corbett, Chief Executive Officer | 115% | 172.5% | 280% | 392%
Robert R. Hill, Jr., Executive Chairman | 115% | 172.5% | 280% | 280%
William E. Matthews V, Chief Financial Officer | 70% | 105% | 125% | 175%
Renee R. Brooks, Chief Operating Officer | 70% | 105% | 100% | 140%
Stephen D. Young, Chief Strategy Officer | 100% | 150% | 150% | 210%

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We believe this performance-based compensation reflects our guiding principles of soundness, profitability and growth, and aligns our executive compensation with shareholder return based on our overall profitability on both a short-term and long-term basis, while including metrics that will discourage our NEOs from pursuing strategies that would expose the Company to excessive risk.

d. Clawback Feature

Annual bonus awards and other incentive compensation payments are subject to clawback provisions which require that the NEO will return any bonus or incentive compensation paid to him or her by the Company if such bonus or incentive compensation payment is paid based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. The Compensation Committee is committed to revising these clawback provisions in line with standard market practice to comply with changes in applicable law.

e. 2021 CEO and NEO Pay Mix

The charts below estimate total direct compensation at the target performance level for fiscal year 2021 for our CEO and our other NEOs. Such compensation consists of base salaries, the AIP awards, and LTI awards and assumes incentive grants awarded at the target level opportunity. Under the SouthState executive compensation plan, approximately 81% of our CEO’s 2021 pay was variable, while approximately 73% of the other NEO’s average pay was variable.

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(1) | The percentages reflected by this graph exclude the total direct compensation estimated for Mr. Corbett in 2021.

f. Stock Ownership and Retention Requirements

The Compensation Committee believes that members of executive leadership, including the NEOs, should accumulate meaningful equity stakes in SouthState over time to further align their economic interests with the interests of shareholders, thereby promoting our objective of increasing shareholder value. Our CEO is required to own SouthState stock having a value equal to at least four times his base salary, while all other NEOs are required to own SouthState stock having a value of at least two times their base salary. Our NEOs have five years from being named an executive officer to comply with the stock ownership guidelines. As of the end of 2021, all of our NEOs exceeded their required ownership levels. Beneficially owned shares include shares held by a named executive officer, directly or indirectly, and unvested shares of restricted stock as to which the executive officer has full voting privileges, but excludes vested and unexercised stock options.

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4. 2021 Compensation Paid to our NEOs

The following discusses the compensation paid or awarded to our NEOs under our 2021 compensation program.

a. | Base Salaries

The table below sets forth the base salaries for our NEOs in 2021 which remained unchanged from base salaries at the end of fiscal year 2020:

​ ​ ​ | ​
Name | Annual Base Salary ($)
John C. Corbett | 975,000
Robert R. Hill, Jr. | 585,000
William E. Matthews V | 525,000
Renee R. Brooks | 500,000
Stephen D. Young | 585,000

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The Compensation Committee set these salaries as of the effective date of the Merger to reflect base salaries competitive within the peer group that the Company adopted upon completion of the Merger. As noted above, the Compensation Committee is expected to evaluate base salary levels in the third quarter of 2022 and implement any changes as it deems appropriate in the first quarter of 2023.

b. | Incentive Awards

2021 AIP Opportunity and Payout

Effective January 1, 2021, the target and maximum 2021 AIP opportunities for each of our NEOs was as follows:

​ | Total AIP Opportunity
Name | Target ($) | % Base Salary | Maximum ($) | % Base Salary
John C. Corbett, Chief Executive Officer | 1,121,250 | 115% | 1,681,875 | 172.5%
Robert R. Hill, Jr., Executive Chairman | 672,750 | 115% | 1,009,125 | 172.5%
William E. Matthews V, Chief Financial Officer | 367,500 | 70% | 551,250 | 105%
Renee R. Brooks, Chief Operating Officer | 350,000 | 70% | 525,200 | 105%
Stephen D. Young, Chief Strategy Officer | 585,000 | 100% | 844,500 | 150%

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The table below reflects the performance metrics under the 2021 AIP, including threshold, target, and maximum performance levels, the actual level of achievement for each metric, and the payout determined for such achievement as a percentage of target:

AIP Goal (1) | Scale | Metric | Metric Result | Performance Achieved
Adjusted EPS (40%) | Threshold | 50% | $4.71 | $7.58 | 150%
| Target | 100% | $5.23 |  |
| Max | 150% | $5.75 |  |
Adjusted PPNR (in millions, 40%) | Threshold | 50% | $486 | $518 | 79.5%
| Target | 100% | $540 |  |
| Max | 150% | $594 |  |
NPAs/Loans +ORE (20%) (2) | Threshold | 50% | 25th percentile | 0.35% | 150%
| Target | 100% | 50th percentile |  |
| Max | 150% | 75th percentile |  |

| (1) | Each of Adjusted EPS and Adjusted PPNR constitutes 40% of the AIP award determination, and NPAs/Loans + ORE constitutes 20% of the AIP award determination.

| (2) | Ratio less than or equal to 0.75% equals maximum performance; peer group comparison if above 0.75%.

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The table below reflects the amounts earned under the 2021 AIP and paid to each of our NEOs based on the achievements described above:

The table below reflects the amounts earned under the 2021 AIP and paide to each of our NEOs based on the achievements described above: |  |  |
Name | Target (% Base Salary) | Performance Achieved | Earned AIP ($)
John C. Corbett, Chief Executive Officer | 115% | 121.8% | 1,365,653
Robert R. Hill, Jr., Executive Chairman | 115% | 121.8% | 819,392
William E. Matthews V, Chief Financial Officer | 70% | 121.8% | 447,605
Renee R. Brooks, Chief Operating Officer | 70% | 121.8% | 426,921
Stephen D. Young, Chief Strategy Officer | 100% | 121.8% | 712,515

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2021 LTI Opportunity

As discussed above, in 2021, each of our NEOs received grants under our LTI that were comprised (i) 20% in the form of time-vesting RSUs that vest ratably over a three-year vesting period on January 1 of each year following the year of grant and (ii) 80% in the form of PSUs that are eligible to vest and become earned based on the achievement of a TBV Growth performance metric and a 3-Year ROATCE performance metric, each with a 40% weighting, over a three-year performance period, subject to the NEO’s continued employment with us through the vesting date. Effective January 1, 2021, the target and maximum 2021 LTI opportunities as a percentage of base salary for each of our NEOs was as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
NEO | Base Salary ($) | LTI | RSUs 20% | PSUs 80%
​ | ​ | Target | Maximum | Target | Max | Target | Max
John C. Corbett, Chief Executive Officer | 975,000 | 280% | 392% | 546,000 | 546,000 | 2,184,000 | 3,276,000
​ | ​ | 2,730,000 | 3,822,000 | ​ | ​ | ​ | ​
Robert R. Hill, Jr., Executive Chairman | 585,000 | 280% | 280% | 1,638,000 | 1,638,000 | (1)
​ | ​ | 1,638,000 | 1,638,000 | ​ | ​ | ​
William E. Matthews V, Chief Financial Officer | 525,000 | 125% | 175% | 131,250 | 131,250 | 525,000 | 787,500
​ | ​ | 656,250 | 918,750 | ​ | ​ | ​ | ​
Renee R. Brooks, Chief Operating Officer | 500,000 | 100% | 140% | 100,000 | 100,000 | 400,000 | 600,000
​ | ​ | 500,000 | 700,000 | ​ | ​ | ​ | ​
Stephen D. Young, Chief Strategy Officer | 585,000 | 150% | 210% | 175,500 | 175,500 | 702,000 | 1,053,000
​ | ​ | 877,500 | 1,228,500 | ​ | ​ | ​ | ​

(1) | 100% of Mr. Hill’s LTI is paid in the form of RSUs.

2021 AIP and LTI Awards

The table below sets forth the value of the earned AIP and LTI awards granted to each of our NEOs in respect of fiscal year 2021:

​ | ​ | ​ | ​ | ​
NEO | Base Salary ($) | AIP (1) ($) | LTI (2) ($) | Total Compensation ($)
John C. Corbett, Chief Executive Officer | 975,000 | 1,365,653 | 2,730,000 | 5,070,653
Robert R. Hill, Jr., Executive Chairman | 585,000 | 819,392 | 1,638,000 | 3,042,392
William E. Matthews V, Chief Financial Officer | 525,000 | 447,605 | 656,250 | 1,628,855
Renee R. Brooks, Chief Operating Officer | 500,000 | 426,921 | 500,000 | 1,426,921
Stephen D. Young, Chief Strategy Officer | 585,000 | 712,515 | 877,500 | 2,175,015

| (1) | AIP awards for fiscal year 2021 were paid to NEOs in the first quarter of 2022.

| (2) | Reflects the LTI opportunity which was converted to shares as set forth in the Summary Compensation Table on page 43 and as further explained in Note (3) to the Summary Compensation Table.

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5. Other compensation topics

a. Competitor Groups

Peer Benchmarking. Each year, with assistance from McLagan, the Compensation Committee reviews the compensation practices of our peers in order to assess the competitiveness of the compensation arrangements of our NEOs. Although benchmarking is an active tool used to measure compensation structures among peers, it is only one of the tools used by the Compensation Committee to determine total compensation. Benchmarking is used by the Compensation Committee primarily to ascertain competitive total compensation levels (including base salary, equity awards, cash incentives, etc.) with comparable institutions. In addition to peer pay data, we also assess other market factors, the Company’s performance, individual roles, tenure and performance to set NEO pay levels.

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The criteria used to select our 2021 peer group were as follows:

●Peer bank must have total year-end assets ranging from $29.4 billion to $90 billion
●Peer bank must be headquartered in the continental U.S.
●Peer bank must operate more than 25 branch locations
●Peer bank must achieve a Return on Average Equity > 0%
●Individual consideration given for business model compatibility

Taking these criteria into consideration, the Compensation Committee approved a group of 23 peers with median assets of approximately $36.5 billion. The specific members of the peer group selected by the Compensation Committee for reference in determining 2021 compensation were as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Company Name |  | Ticker |  | State |  | Region |  | Total Assets |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | MRQ ($000) (1) |
Comerica Inc. |  | CMA | ​ | TX | ​ | Southwest | ​ | 88,129,000 | ​
First Horizon Corp. | ​ | FHN | ​ | TN | ​ | Southeast | ​ | 84,209,000 | ​
Zions Bancorp. NA |  | ZION | ​ | UT | ​ | Mountain Pacific | ​ | 81,479,000 | ​
Signature Bank | ​ | SBNY | ​ | NY | ​ | Northeast | ​ | 73,888,344 | ​
New York Community Bancorp | ​ | NYCB | ​ | NY | ​ | Northeast | ​ | 56,306,120 | ​
Synovus Financial Corp. |  | SNV | ​ | GA | ​ | Southeast | ​ | 54,394,159 | ​
East West Bancorp. Inc. |  | EWBC | ​ | CA | ​ | Mountain Pacific | ​ | 52,156,913 | ​
Wintrust Financial Corp. |  | WTFC | ​ | IL | ​ | Midwest | ​ | 45,080,768 | ​
Cullen/Frost Bankers Inc. |  | CFR | ​ | TX | ​ | Southwest | ​ | 42,391,317 | ​
Valley National Bancorp |  | VLY | ​ | NJ | ​ | Middle Atlantic | ​ | 40,686,076 | ​
F.N.B. Corp. |  | FNB | ​ | PA | ​ | Middle Atlantic | ​ | 37,354,351 | ​
Western Alliance Bancorp | ​ | WAL | ​ | AZ | ​ | Southwest | ​ | 36,461,000 | ​
BankUnited Inc. |  | BKU | ​ | FL | ​ | Southeast | ​ | 35,010,493 | ​
Pinnacle Financial Partners |  | PNFP | ​ | TN | ​ | Southeast | ​ | 34,932,860 | ​
Prosperity Bancshares Inc. |  | PB | ​ | TX | ​ | Southwest | ​ | 34,059,275 | ​
Hancock Whitney Corp. (2) |  | HWC | ​ | MS | ​ | Southeast | ​ | 33,638,602 | ​
Associated Banc-Corp |  | ASB | ​ | WI | ​ | Midwest | ​ | 33,419,783 | ​
UMB Financial Corp. |  | UMBF | ​ | MO | ​ | Midwest | ​ | 33,127,504 | ​
Commerce Bancshares Inc. |  | CBSH | ​ | MO | ​ | Midwest | ​ | 32,922,974 | ​
Webster Financial Corp. |  | WBS | ​ | CT | ​ | Northeast | ​ | 32,590,690 | ​
Sterling Bancorp |  | STL | ​ | NY | ​ | Northeast | ​ | 29,820,138 | ​
BancorpSouth Bank (3) | ​ | BXS | ​ | MS | ​ | Southeast | ​ | 24,081,194 | ​
PacWest Bancorp (2) |  | PACW | ​ | CA | ​ | Mountain Pacific | ​ | 29,498,442 | ​
25th Percentile |  |  |  |  |  |  |  | 33,273,644 | ​
50th Percentile |  |  |  |  |  |  |  | 36,461,000 | ​
75th Percentile |  |  |  |  |  |  |  | 53,275,536 | ​
SouthState |  | SSB | ​ | FL | ​ | Southeast |  | 37,789,873 | ​
Percent Rank |  |  |  |  |  |  |  | 55% | ​

| (1) | As of December 31, 2020.

| (2) | While both Hancock Whitney Corp. and PacWest Bancorp had negative Return on Average Equity, the Company retained these firms in the peer group as the negative ROAE was a result of one-time impairments for both companies.

| (3) | While BancorpSouth Bank’s assets were less than $29.4 billion as of December 31, 2020, it has since acquired Cadence Bancorporation, bringing total assets to $48 billion, and changed its name to Cadence Bancorporation.

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b. | Retirement, Health and Welfare Benefits and Perquisites

During 2021, we maintained various employee benefit plans that constitute a portion of the total compensation package available to the NEOs and all eligible employees of SouthState. These plans consisted of the following:

● | Retirement Savings Plan 401(k). SouthState maintained a defined contribution plan which permitted its employees to contribute a portion of their compensation, on a tax-deferred basis, up to certain IRS compensation deferral amount limits applicable to a tax-qualified retirement plan. As of December 31, 2021, each NEO participated in the SouthState 401(k) plan. We matched 100% of the participant’s deferral up to 4% of the participant’s compensation as defined under the plan. See the table in footnote of the Summary Compensation Table.

● | Health and Dental Care. SouthState offered health and dental coverage to its employees. The NEOs are eligible to receive medical and dental coverage that is provided to all eligible employees in accordance with applicable enrollment.

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● | Disability Insurance. The NEOs are eligible to receive disability insurance which, in the event of disability, pays an employee 60% of his or her monthly compensation, subject to a cap of $15,000 per month. In addition, the employment agreements for each of Messrs. Corbett and Young provide an additional monthly disability benefit of the lesser of $25,000 or 60% of his salary.

● | Other Welfare Benefits. The NEOs received certain other welfare benefits (such as Paid Time Off, vision coverage, etc.) available to all SouthState employees.

The applicability of these benefits are determined by the same criteria applicable to all of our employees. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with SouthState. These benefits are part of the strong value proposition we offer our employees in furtherance of our purpose and help keep us competitive in attracting and retaining employees. We believe that our employee benefits are generally competitive with benefits provided by our peer group and are consistent with industry standards.

In addition, during 2021, we maintained additional benefit plans that were made available to select members of the senior management team, including executive officers, as follows:

● | Deferred Compensation Plan. SouthState makes available to selected members of the SouthState senior management group, including all NEOs and/or other selected employees who are highly compensated, the opportunity to elect to defer current compensation for retirement income or other future financial needs. See the discussion entitled “Executive Compensation – Nonqualified Deferred Compensation in 2021” beginning on page 47 for additional information.

● | CenterState Supplemental Executive Retirement Plans (“SERP”). Mr. Matthews was a participant in CenterState’s nonqualified deferred compensation arrangements designed to provide supplemental retirement income benefits to participants. CenterState was obligated under the agreement and applicable law to accelerate the unvested portion of all SERP s in connection with the Merger, including that of Mr. Matthews. See the discussion entitled “Executive Compensation – Pension Benefits” in 2021 on page 48 for additional information on this SERP.

● | CenterState Split Dollar Agreements and BOLI. Each of Messrs. Corbett, Matthews and Young had a Split Dollar Agreement through CenterState, whereby CenterState purchased single premium life insurance on the executive. If the executive dies while still employed with us, each of Messrs. Corbett’s and Young’s beneficiary is entitled to a benefit equal to 50% of the Net Death Proceeds (as defined in the agreement), and Mr. Matthews’ beneficiary would be entitled to receive the lesser of $3,600,000 or the Net at Risk Value of the underlying policy. If death occurred as of December 31, 2021, the amount Mr. Corbett’s and Mr. Young’s beneficiaries would be entitled to receive is $252,011 and 231,630, respectively, and Mr. Matthews’ beneficiary would be entitled to receive the lesser of $3,600,000 or the Net at Risk Value of the underlying policy. If death occurs after separation from service, and if, pursuant to the Split Dollar Agreement, the executive has a Vested Insurance Benefit (as defined in the applicable agreement) at the date of death, each of Messrs. Corbett’s and Young’s beneficiary is entitled to a benefit equal to 10% of the Net Death Proceeds, and Mr. Matthew’s beneficiary is entitled to receive the lessor of $3,600,000 or the Net at Risk value of the underlying policy. In addition to Split Dollar Agreements, CenterState also maintained certain term life insurance BOLI arrangements between CenterState and Messrs. Corbett and Young in addition to the normal group life insurance coverage on all employees. At December 31, 2021, the additional amount of these term life insurance arrangements for Messrs. Corbett and Young, respectively, are $212,141 and $193,430. The form of the Split Dollar Agreement was filed as Exhibit 10.1 to CenterState’s Form 8-K dated January 11, 2006. SouthState assumed these agreements in connection with the Merger and they remain in place.

c. | Employment Agreements

For a discussion of the employment agreements in effect for the NEOs, please see the sections captioned “Employment and Non-Competition Agreements in Effect as of June 7, 2020” beginning on page 50.

d. | Tax Deductibility of Compensation

The Company does not have a policy that requires all compensation to its named executive officers in a fiscal year to be tax deductible. While the Compensation Committee considers the net cost and value to SouthState of maintaining the deductibility of all compensation, it also desires the flexibility to reward named executive officers and other key employees in a manner that enhances SouthState’s ability to attract and retain individuals as well as to create longer term value for shareholders. The Compensation Committee reserves the right to pay nondeductible compensation if it is in the best interests of the Company and consistent with the Company’s business needs.

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COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that immediately precedes this report. Based on this review and discussion, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2021.

This report is provided by the undersigned directors, who serve on the Compensation Committee as of the date of this Proxy Statement and who served on the Compensation Committee during 2021. Our Board has determined that all Committee members are independent under The NASDAQ Stock Market listing standards and applicable SEC rules and regulations.

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​ | Submitted by the Compensation Committee of the Board:
​ | ​ Joshua A. Snively, Chair
​ | Jean E. Davis
​ | Cynthia A. Hartley
​ | David G. Salyers

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows compensation paid, accrued, or awarded by SouthState with respect to our named executive officers during the years indicated.

2021 Summary Compensation Table

​ ​ ​ |  | ​ ​ | ​ ​ |  | ​ ​ | ​ ​ ​ | ​ ​ | ​ ​
Name and Principal Position | Year | Salary ($) (1) | Bonus (2) ($) | Stock Awards ($) (3) (4) | Non-equity Incentive Plan compensation ($) (5) | Change in pension value and nonqualified deferred compensation earnings ($) (6) | All other compensation ($) (7) | Total ($)
John C. Corbett (8) | 2021 | 975,000 | — | 2,931,598 | 1,365,653 | — | 39,300 | 5,311,551
Chief Executive Officer | 2020 | 565,000 | — | ​ | 1,039,479 | — | 27,897 | 1,632,376
Robert R. Hill, Jr. | 2021 | 585,000 | 3,300,000 | 1,759,005 | 819,392 | — | 15,864 | 6,479,262
Executive Chairman | 2020 | 695,417 | — | 5,091,572 | 888,271 | — | 6,213,961 | 12,889,221
​ | 2019 | 850,000 | — | 1,216,993 | 1,118,813 | — | 54,548 | 3,240,354
William E. Matthews V (8) | 2021 | 525,000 | — | 704,829 | 447,605 | — | 24,868 | 1,702,303
Chief Financial Officer | 2020 | 306,250 | — | — | 333,125 | — | 12,485 | 651,860
Renee R. Brooks | 2021 | 500,000 | 330,000 | 536,950 | 426,921 | — | 12,488 | 1,806,359
Chief Operating Officer | 2020 | 462,083 | — | 1,069,776 | 323,458 | — | 12,026 | 1,867,343
​ | 2019 | 409,000 | — | 292,805 | 269,173 | — | 12,820 | 983,798
Stephen D. Young (8) Chief Strategy Officer | 2021 | 585,000 | — | 942,438 | 712,515 | — | 41,276 | 2,281,229

(1) | Consists of total salary compensation paid by SouthState, including any amounts deferred at the executive’s election.

(2) | In connection with the significant integration planning for the Merger and the criticality of retaining key talent from both legacy SouthState and legacy CenterState through the integration and conversion process, the employment agreements with each of Mr. Hill and Ms. Brooks provided for payment of a one-time lump-sum cash payment payable within thirty days following successful completion of the systems conversion of the Company and CenterState.

(3) | The amounts presented reflect the grant date fair value of RSUs and PSUs, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures by dividing the LTI opportunity by the 30-day average closing price through December 31, 2020 (the month-end prior to the grant date) and multiplying by $77.65, which was the closing stock price on the grant date. For a discussion of assumptions used in the valuation of the stock awards see Note 19, “Share-based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2021.

(4) | The fair value of PSUs received by each NEO as of the grant date, assuming maximum performance, is as follows: Mr. Corbett, $3,283,368; Mr. Matthews, $789,343; Ms. Brooks, $601,384; and Mr. Young, $1,055,465. Mr. Hill did not receive PSUs in 2021.

(5) | Reflects the dollar value of all amounts earned during the fiscal year pursuant to the AIP. See “Compensation Discussion and Analysis – Our 2021 Executive Compensation – Incentive Awards” for a description of how the Compensation Committee determined the incentive payments awarded in 2020.

(6) | Includes the portion of income earned during the fiscal year in the nonqualified deferred compensation plan exceeding 120% of the applicable long-term federal rate. During 2021, nonqualified deferred compensation plan balances experienced an unrealized loss, and there was no income exceeding 120% of applicable long-term federal rate.

(7) | The following table provides all other compensation in 2021. The table does not include any amounts for personal benefits provided to our NEOs for which we believe there is no aggregate incremental cost to us, including assistance with travel arrangements or use of leased apartments and vehicles, and the use of ground transportation and shared lodging of a spouse when accompanying an executive traveling for a business-related purpose.

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2021 All Other Compensation Table

​ ​ ​ |  |  |
Name | 401(k) Matching and Other Employer Contributions ($)(a) | Life Insurance and LT Disability premium ($)(b) | Other Cash ($)(c) | Total ($)
John C. Corbett | 11,600 | 888 | 26,812 | 39,300
Robert R. Hill, Jr. | 11,600 | 888 | 3,376 | 15,864
William E. Matthews V | 11,600 | 888 | 12,380 | 24,868
Renee R. Brooks | 11,600 | 888 | — | 12,488
Stephen D. Young | 11,600 | 888 | 28,788 | 41,276

(a) | The Company matches all employee contributions up to 4% of qualifying compensation for substantially all of its employees.

(b) | The Company has made cash payments to certain executives related to long-term disability insurance pursuant to the terms of the executive’s employment agreement.

(c) | Other Cash includes:

​ | ​ ​ | ​ ​ | ​ ​ | ​ ​ |  | ​ ​ | ​ | ​ ​
​ | Employers HSA Contribution ($) | Auto Allowance ($) | Contract Disability Insurance Premiums ($) | Personal Use of Bank-owned Automobile ($) | Imputed Income BOLI Split-Dollar Agreements ($) | Club Membership Dues ($) | Personal Use of Corporate Apartment ($) | Total Other Cash ($)
John C. Corbett | 1,000 | 9,000 | 16,543 | — | 269 | — | — | 26,812
Robert R. Hill, Jr. | 1,000 | — | — | — | — | 2,376 | — | 3,376
William E. Matthews V | — | — | — | 5,935 | 6,300 | — | 145 | 12,380
Renee R. Brooks | — | — | — | — | — | — | — | —
Stephen D. Young | 1,000 | 9,000 | 11,093 | — | 139 | 7,556 | — | 28,788

(8) | Messrs. Corbett and Matthews qualified as NEOs for the first time in 2020, and, thus, information with respect to 2019 is not required to be reported pursuant to SEC rules. Mr. Young qualified as NEOs for the first time in 2021, and, thus, information with respect to 2019 and 2020 is not required to be reported pursuant to SEC rules.

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Grants of Plan-based Awards Table

The following table shows additional information regarding the AIP and LTI awards granted to our named executive officers in 2021.

Grants of Plan-Based Awards in 2021

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Name | Award type | Grant/ Approval date | Estimated future payouts under non-equity incentive plan awards (1) | Estimated future payouts under equity incentive plan awards (2) | All other stock awards: number of shares of stock or units (#) (3) | Grant date fair value of stock awards ($) (4)
|  |  | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |  |
John C. Corbett ​ | — | — | — | 1,121,150 | 1,681,875 | ​ | ​ | ​ | ​ | ​
| RSU | 1/26/2021 | — | ​ | ​ | ​ | ​ | ​ | 7,551 | 586,335
| PSU | 1/26/2021 | — | ​ | ​ | — | 30,203 | 42,284 | ​ | 2,345,263
Robert R. Hill, Jr. | — | — | — | 672,750 | 1,009,125 | ​ | ​ | ​ | ​ | ​
| RSU | 1/26/2021 | — | ​ | ​ | ​ | ​ | ​ | 22,653 | 1,759,005
William E. Matthews V | — | — | — | 367,500 | 551,250 | ​ | ​ | ​ | ​ | ​
| RSU | 1/26/2021 | — | ​ | ​ | ​ | ​ | ​ | 1,816 | 141,012
| PSU | 1/26/2021 | — | ​ | ​ | — | 7,261 | 10,165 |  | 563,817
Renee R. Brooks ​ | — | — | — | 350,000 | 525,000 | ​ | ​ | ​ | ​ | ​
| RSU | 1/26/2021 | — | ​ | ​ | ​ | ​ | ​ | 1,383 | 107,390
| PSU | 1/26/2021 | — | ​ | ​ | — | 5,532 | 7,745 |  | 429,560
Stephen D. Young ​ | — | — | — | 585,000 | 877,500 | ​ | ​ | ​ | ​ | ​
| RSU | 1/26/2021 | — | ​ | ​ | ​ | ​ | ​ | 2,428 | 188,534
| PSU | 1/26/2021 | — | ​ | ​ | — | 9,709 | 13,593 |  | 753,904

(1) | These amounts represent ranges of the possible cash payout pursuant to the AIP component of our 2021 Executive Incentive Plan as described under “Compensation Discussion and Analysis – 2021 Compensation Paid to Our NEOs – Incentive Awards – 2021 AIP Opportunity and Payout.” Actual amounts paid under the AIP are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above. See “Compensation Discussion and Analysis – Our 2021 Compensation Program – Annual Cash Incentive Plan and Long-Term Incentive Plans” above for a further description of the AIP.

(2) | These amounts represent ranges of possible payouts for PSUs, denominated in the number of shares of common stock, granted under the LTI component of our 2021 Executive Incentive Plan as described under Compensation Discussion and Analysis –2021 Executive Compensation –2021 LTI Opportunity”.

(3) | These amounts represent the RSUs granted on January 26, 2021. RSUs granted under the LTI plan vest ratably over three (3) years on January 1 of each subsequent year.

(4) | The amounts presented reflect the grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, by dividing the applicable LTI opportunity by the 30-day average closing price through December 31, 2020 (the month-end prior to the grant date) and multiplying by $77.65, which was the closing stock price on the grant date. For a discussion of assumptions used in the valuation of the stock awards, see Note 19, “Share-based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Year-end Equity Values and Equity Exercised or Vested Table

The table below shows certain information about awards granted to our named executive officers that remain outstanding as of December 31, 2021. The awards were issued under the 2012, 2019 and 2020 Omnibus Plans, in addition to CenterState’s 2013 Equity Incentive and 2018 Equity Incentive Plans, which were assumed by SouthState as a result of the Merger with CenterState. The pre-Merger awards granted by CenterState were converted into SouthState equity awards on June 8, 2020.

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Outstanding Equity Awards as of December 31, 2021

Name | Option awards | Stock awards
| Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares/ units of stock that have not vested (#) (2) | Market value of shares/ units of stock that have not vested ($) (4) | Equity incentive plan awards: number of unearned shares/ units of stock that have not vested (#) (3) | Equity incentive plan awards: market value of unearned shares/ units of stock that have not vested ($) (4)
John C. Corbett | — | — | — | — | — | 77,779 | 6,230,876 | 30,203 | 2,419,562
Robert J. Hill, Jr. | 7,247 | — | — | $66.32 | 1/22/2024 | 105,668 | 8,465,063 | — | —
| 10,439 | — | — | $61.42 | 1/21/2025 | — | — | — | —
| 10,113 | — | — | $63.54 | 1/20/2026 | — | — | — | —
| 9,036 | — | — | $91.35 | 1/25/2027 | — | — | — | —
| 11,565 | — | — | $91.05 | 1/17/2028 | — | — | — | —
William E. Matthews V | — | — | — | — | — | 14,323 | 1,147,416 | 7,261 | 581,679
Renee R. Brooks | 1,223 | — | — | $41.45 | 1/24/2023 | 18,928 | 1,516,322 | 5,532 | 443,169
| 1,333 | — | — | $66.32 | 1/22/2024 | — | — | — | —
| 2,522 | — | — | $61.42 | 1/21/2025 | — | — | — | —
| 2,443 | — | — | $63.54 | 1/20/2026 | — | — | — | —
| 2,183 | ​ | ​ | $91.35 | 1/25/2027 | ​ | ​ | ​ | ​
| 2,816 | — | — | $91.05 | 1/17/2028 | — | — | — | —
Stephen D. Young | — | — | — | — | — | 35,782 | 2,866,496 | 9,709 | 777,788

All options listed above are fully vested and exercisable. The Company did not grant any options in 2021.

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(1) | Represents the total number of shares subject to outstanding and unexercised options as of December 31, 2021, including exercisable (vested) and unexercisable (unvested) options. The number of options granted and the options exercise price have been adjusted to reflect any applicable stock dividends.

(2) | Represents time-vested RSUs granted on April 21, 2020 to Ms. Brooks and Mr. Hill that cliff vest on the third anniversary of the grant date under the LTI component of our 2020 Executive Incentive Plan. In addition, Pay to Lead awards in the form of RSUs were granted at the closing of the Merger to Ms. Brooks and Mr. Hill, which will vest in full on the second anniversary of June 2, 2020, subject to the NEO’s continued employment through such date (subject to earlier vesting on certain terminations of employment). For Messrs. Corbett, Matthews and Young, the shares presented in the table above reflect the RSUs and PSUs granted by CenterState prior to the Merger with SouthState. The pre-Merger awards granted by CenterState were converted into SouthState RSUs on June 8, 2020, and such awards are subject only to time-vesting through the remainder of the originally scheduled performance and/or vesting period (through May 2023), and otherwise remain subject to the same terms and conditions as applied immediately prior to the Merger, which includes a two-year holding period after vesting date. Of the amount reported above for Messrs. Corbett and Young, a total of 11,460 and 5,058 RSUs have vested as of December 31, 2021 but are subject to holding periods ending in January 2023. Also includes RSUs granted on January 26, 2021 to Ms. Brooks and Messrs. Hill, Corbett, Matthews and Young. The RSUs vest ratably over three years on January 1 of each subsequent year.

(3) | Represents the PSUs granted on January 26, 2021 at target to Ms. Brooks and Messrs. Corbett, Matthews and Young. The PSUs are subject to certain performance measures and vest over a three-year performance period commencing on January 1, 2021 and ending on December 31, 2023. See “Compensation Discussion and Analysis –2021 Compensation Paid to our NEOs –2021 LTI Opportunity” above for a further description of the LTI plan.

(4) Market value is based on a closing price of $80.11 as of December 31, 2021, the last business day of the fiscal year.

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The following table shows information regarding the value of options that were exercised and stock awards that vested during 2021:

Option Exercises and Stock Vested in 2021

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Option awards | ​ | ​ | Stock awards
​ | ​ | ​ | Number of shares | ​ | ​ | Value realized on | ​ | ​ | Number of shares | ​ | ​ | Value realized on
Name |  |  | acquired on exercise (#)(1) |  |  | exercise ($)(2) |  |  | acquired on vesting (#)(3) |  |  | vesting ($)(2)
John C. Corbett | ​ |  | — | ​ |  | — | ​ |  | 7,969 | ​ |  | 623,393
Robert R. Hill, Jr. | ​ |  | 7,534 | ​ | ​ | 304,355 | ​ |  | — | ​ | ​ | —
William E. Matthews V | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Renee R. Brooks | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Stephen D. Young | ​ |  | — | ​ | ​ | — | ​ | ​ | 2,909 | ​ | ​ | 255,828

(1) | This column includes the gross number of options that were exercised during 2021 and includes any amounts that were withheld for applicable taxes.

(2) | The value represents the gross number of options that were exercised, or shares or units that vested or settled after completing the required holding period, multiplied by the closing price of our common stock on the applicable vesting or exercise date, and includes any amounts that were withheld for applicable taxes.

(3) | This column includes RSUs that vested, or settled if subject to a holding period during 2021, and includes any amounts that were withheld for applicable taxes. In the case of Messrs. Corbett and Young, the amounts reported reflect RSUs granted by CenterState before the Merger and assumed by us on June 8, 2020.

Any shares acquired either by the vesting of RSUs or the exercise of the stock options are subject to the Company’s stock ownership and retention guidelines. For more information on such guidelines, please see the discussion on page 37 captioned “Our 2021 Compensation Program – Stock Ownership and Retention Requirements.”

Nonqualified Deferred Compensation Table

The following table shows information about the participation by each named executive officer in our nonqualified deferred compensation plan.

Nonqualified Deferred Compensation in 2021

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Aggregate | ​ | ​ | Aggregate |
​ | ​ | ​ | ​ | ​ | ​ | Executive | ​ | ​ | Registrant | ​ | ​ | Aggregate | ​ | ​ | withdrawals/ | ​ | ​ | balance at |
​ | ​ | ​ | ​ | ​ | ​ | contributions | ​ | ​ | contributions | ​ | ​ | earnings | ​ | ​ | distributions | ​ | ​ | December 31, |
Name |  |  | Plan name |  |  | in 2021 ($)(1) |  |  | in 2021 ($) |  |  | in 2021 ($) |  |  | ($) |  |  | 2021 ($) |
John C. Corbett | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Robert R. Hill, Jr. | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
William E. Matthews V | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Renee R. Brooks | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Stephen D. Young | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​

(1) | Includes the total compensation to the above NEOs for which payment was deferred in 2021. These amounts also comprise part of the amounts disclosed in the “All other compensation” column of the Summary Compensation Table.

We have adopted a deferred compensation plan in which selected members of senior management, including the NEOs and/or other highly compensated employees, have the opportunity to elect to defer current compensation for retirement income or other future financial needs. Only eligible employees, as approved by the Compensation Committee, may participate in the plan. The plan is a nonqualified deferred compensation plan that is designed to be exempt from certain ERISA requirements as a plan that covers a select group of management and certain other highly compensated employees. Each year participants can choose to have their compensation for the upcoming year reduced by a certain whole percentage amount ranging between 5% and 80% or by a specific dollar amount (in all cases, subject to a minimum value established by us). Participants may also defer the settlement date of either 50% or 100% of RSU awards. In addition, we may make matching or partially-matching contributions for participant deferrals or discretionary contributions for any or all participant(s). Both of these types of employer contributions would be subject to certain vesting requirements. The plan includes forfeiture provisions, which can result from unvested amounts existing at terminations or from materially incorrect earnings that are subsequently adjusted or corrected. Deferrals are recorded in a bookkeeping account which is adjusted to reflect hypothetical investment earnings and losses of investment funds selected by the plan participant among those offered pursuant to the plan. Payments made under the plan will be made from our general assets and will be subject to claims of our creditors. Amounts payable under the plan are payable at the future times (or over the periods) designated by plan participants upon their enrollment in the plan and their annual renewal of enrollment and upon certain automatic distribution events (death, disability, separation from service and change in control). Amounts deferred under the plan will generally be subject to income taxes payable by the participant in the year in which received (end of the deferral period), but these deferred amounts are subject to employment taxes in the year of deferral. Contributions made by the employer in 2021 are set forth in the above Nonqualified Deferred Compensation in 2021. No employer contributions have been made to this plan in the past to the above-named NEOs.

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Pension Benefits Table

The following provides information regarding CenterState’s Supplemental Executive Retirement Plans, or SERPs, in which Mr. Matthews participates. CenterState was obligated under each SERP agreement and applicable law to accelerate the unvested portion of all SERPs in connection with the Merger, including those of Mr. Matthews. Other than SERPs offered by CenterState, the Company did not maintain any other pension plans for its NEOs.

Pension Benefits in 2021

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Number of | ​ | ​ | Present value of | ​ | ​ | Payments |
​ | ​ | ​ | ​ | ​ | ​ | years credited | ​ | ​ | accumulated | ​ | ​ | during last |
Name |  | ​ | Plan name |  | ​ | service (#) (1) |  |  | benefit ($) (2) |  |  | fiscal year ($) |
William E. Matthews V | ​ |  | SERP Agreements dated January 1, 2016, as amended September 12, 2018 | ​ |  | 10 | ​ |  | 2,369,578 | ​ |  | 0 | ​

(1) | Years of credited service equal years of actual service.

(2) | The amount reported above for Mr. Matthews represents the present fair value of the expected future payments using a discount rate of 2.85%. For additional information regarding retirement plans, please refer to Note 18 to the Company’s Consolidated Financial Statements in the 2021 Form 10-K.

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Mr. Matthews was party to two SERP agreements with NCOM (assumed by CenterState in the NCOM merger), one dated January 1, 2016 and a second agreement dated September 12, 2018. Pursuant to the terms of the SERP agreements, if Mr. Matthews remains employed by NCOM or its successor companies through reaching age 65 (which will occur on July 19, 2029), then he will be entitled to receive his “full benefit” in the form of monthly continuation payments for a period of up to 180 months commencing with the month following the month in which he reaches age 65. Mr. Matthews has a full benefit amount in the amount of $120,000 under each agreement, for a total benefit of $240,000. Immediately prior to the Merger, Mr. Matthews was vested 33% and 20% in the current accrual balances of the 2016 SERP and 2018 SERP respectively; however, in connection with the closing of the Merger on June 7, 2020, pursuant to his SERP agreements, Mr. Matthews’ SERPs fully vested and will be paid to him in accordance with the terms of the SERP agreements, which is monthly beginning the month following the month he reaches age 65 or subsequent separation from service. The annual total benefit payable to Mr. Matthews under the SERPs is $240,000. The SERP Agreements for Mr. Matthews can be located as Exhibits 10.10, 10.16, 10.24 and 10.25 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2022.

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Potential Payments upon Termination or Change in Control

We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of his or her termination of employment or a change in control of the Company. The following table describes the potential payments upon termination for various reasons for the NEOs serving in the roles set forth on page 30 as of December 31, 2021.

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​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Voluntary | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Termination | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | by Executive | ​ | Qualifying | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Qualifying
​ | without Good | ​ | Termination | ​ | ​ | Involuntary | ​ | ​ | Termination | ​ | ​ | Termination | ​ | ​ | Termination | ​ | ​ | Termination
​ | Reason/Non- | ​ | (not CIC | ​ | ​ | Termination | ​ | ​ | in the event | ​ | ​ | in the event | ​ | ​ | upon | ​ | ​ | following a
​ | Retirement | ​ | related) | ​ | ​ | by Company | ​ | ​ | of Disability | ​ | ​ | of Death | ​ | ​ | Retirement | ​ | ​ | Change in
Compensation / Benefits | ($) |  | ($) (1) (2) |  |  | For Cause |  |  | ($) (3) |  |  | ($) (3) |  |  | ($) |  |  | Control ($) (4)
John C. Corbett | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payable Upon Termination | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Severance | 0 | ​ | 7,719,389 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 7,719,389
BOLI Split Dollar Agreement | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 252,011 | ​ | ​ | 0 | ​ | ​ | 0
Additional Term Life Insurance | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 212,141 | ​ | ​ | 0 | ​ | ​ | 0
Intrinsic Value of Performance Share Units | 0 | ​ | 2,477,552 | ​ | ​ | 0 | ​ | ​ | 2,477,552 | ​ | ​ | 2,477,552 | ​ | ​ | 0 | ​ | ​ | 2,477,552
Intrinsic Value of unvested Restricted Stock/Units (5) | 0 | ​ | 5,148,508 | ​ | ​ | 0 | ​ | ​ | 4,883,840 | ​ | ​ | 4,883,840 | ​ | ​ | 0 | ​ | ​ | 5,148,508
Benefits and Perquisites | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Medical and Dental COBRA Insurance | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 21,037 | ​ | ​ | 0 | ​ | ​ | 0
Tax Gross Up | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 3,906,374
Total | 0 | ​ | 15,345,449 | ​ | ​ | 0 | ​ | ​ | 7,361,392 | ​ | ​ | 7,846,580 | ​ | ​ | 0 | ​ | ​ | 19,251,823
Robert R. Hill, Jr. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payable Upon Termination | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Severance | 0 | ​ | 3,359,183 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 4,198,978
Intrinsic Value of Performance Share Units | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0
Intrinsic Value of unvested Restricted Stock/Units (5) | 0 | ​ | 8,508,557 | ​ | ​ | 0 | ​ | ​ | 8,508,557 | ​ | ​ | 8,508,557 | ​ | ​ | 8,508,557 | ​ | ​ | 8,508,557
Benefits and Perquisites | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  |
Medical and Dental COBRA Insurance | 0 |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Best Net of Tax Forfeiture | 0 |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Total | 0 |  | 11,867,740 | ​ |  | 0 | ​ |  | 8,508,557 | ​ |  | 8,508,557 | ​ |  | 8,508,557 | ​ |  | 12,707,535
William E. Matthews V | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Payable Upon Termination | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Compensation | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Cash Severance | 0 |  | 1,287,188 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 3,547,915
BOLI Split Dollar Agreement | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 3,600,000 | ​ | ​ | 0 | ​ | ​ | 0
Intrinsic Value of Performance Share Units | 0 |  | 595,620 | ​ | ​ | 0 | ​ |  | 595,620 | ​ |  | 595,620 | ​ |  | 595,620 | ​ |  | 595,620
Intrinsic Value of unvested Restricted Stock/Units (5) | 0 | ​ | 1,141,165 | ​ | ​ | 0 | ​ | ​ | 1,065,015 | ​ | ​ | 1,065,015 | ​ | ​ | 1,141,165 | ​ | ​ | 1,141,165
Benefits and Perquisites | ​ |  | ​ | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |  |
Medical and Dental COBRA Insurance | 0 |  | 33,475 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 14,878 | ​ |  | 0 | ​ |  | 33,475
Best Net of Tax Forfeiture | 0 |  | 0 | ​ | ​ | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0 | ​ |  | 0
Total | 0 |  | 3,057,448 | ​ |  | 0 | ​ |  | 1,660,635 | ​ |  | 5,275,513 | ​ |  | 1,736,785 | ​ |  | 5,318,175
Renee C. Brooks | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payable Upon Termination | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Severance | 0 | ​ | 850,000 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 2,058,645
Intrinsic Value of Performance Share Units | 0 | ​ | 453,790 | ​ | ​ | 0 | ​ | ​ | 453,790 | ​ | ​ | 453,790 | ​ | ​ | 0 | ​ | ​ | 453,790
Intrinsic Value of unvested Restricted Stock/Units (5) | 0 | ​ | 1,518,977 | ​ | ​ | 0 | ​ | ​ | 1,165,292 | ​ | ​ | 1,518,977 | ​ | ​ | 0 | ​ | ​ | 1,518,977
Benefits and Perquisites | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Medical and Dental COBRA Insurance | 0 | ​ | 22,997 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 22,997 | ​ | ​ | 0 | ​ | ​ | 22,997
Best Net of Tax Forfeiture | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0
Total | 0 | ​ | 2,845,764 | ​ | ​ | 0 | ​ | ​ | 1,619,082 | ​ | ​ | 1,995,764 | ​ | ​ | 0 | ​ | ​ | 4,054,409
Stephen D. Young | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payable Upon Termination | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash Severance | 0 | ​ | 4,676,864 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 4,676,864
BOLI Split Dollar Agreement | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 231,630 | ​ | ​ | 0 | ​ | ​ | 0
Additional Term Life Insurance | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 193,430 | ​ | ​ | 0 | ​ | ​ | 0
Intrinsic Value of Performance Share Units | 0 | ​ | 796,429 | ​ | ​ | 0 | ​ | ​ | 796,429 | ​ | ​ | 796,429 | ​ | ​ | 0 | ​ | ​ | 796,429
Intrinsic Value of unvested Restricted Stock/Units (5) | 0 | ​ | 2,538,442 | ​ | ​ | 0 | ​ | ​ | 2,430,939 | ​ | ​ | 2,430,939 | ​ | ​ | 0 | ​ | ​ | 2,538,442
Benefits and Perquisites | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Medical and Dental COBRA Insurance | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 20,514 | ​ | ​ | 0 | ​ | ​ | 0
Best Net of Tax Forfeiture | 0 | ​ | 0 | ​ | ​ | 0 | ​ | ​ | 0 | ​ | ​ | ​ | ​ | ​ | 0 | ​ | ​ | 2,021,860
Total | 0 | ​ | 8,011,735 | ​ | ​ | 0 | ​ | ​ | 3,227,368 | ​ | ​ | 3,672,943 | ​ | ​ | 0 | ​ | ​ | 10,033,596

(1) | A “Qualifying Termination” consists of an involuntary termination by the Company without cause or a voluntary termination by the employee for good reason.

(2) | PSUs will vest at 100% of the greater of target or actual performance through the end of the most recent quarter ended. All unvested units will immediately vest and be considered vested shares. CenterState equity awards converted into SouthState equity awards upon consummation of the Merger will vest on a “double-trigger” basis upon a termination of employment by the Company without cause or by the award holder for good reason within three years following the closing of the Merger.

(3) | All unvested RSUs and any accrued but unpaid dividend equivalents will immediately vest and be considered vested RSUs upon the date of death or disability; provided, that with respect to RSUs granted on April 21, 2020 to Ms. Brooks and Mr. Hill, awards would be forfeited upon the date of disability unless provided otherwise in such NEO’s employment agreement. Vesting of PSUs is not accelerated upon termination in the event of disability. Rather, awards vest at target performance level as scheduled after the perf ormance period on a pro-rata basis, based on the percentage of the performance period for which the participant was employed.

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​ | Executive Compensation

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(4) | If a NEO retires because of reaching the age of 65 or reaching the age of 55 plus ten years of service and agrees to sign a non-compete for a two-year period from date of retirement, then all unvested PSUs and RSUs will immediately vest and will be paid after the holding period; otherwise, such shares will vest pro-rata as of the date of retirement, to be paid after the applicable performance and holding period.

(5) | The Value used in the table above is equal to the amount of vested and unvested restricted shares or units at December 31, 2021 times $80.11 per share, the closing price of the Company’s common stock on December 31, 2021 as reported by Nasdaq.

Narrative to Potential Payments upon Termination or Change in Control Table

Amounts shown in the table above and in the discussion below assume the NEO terminated employment on December 31, 2021, and are estimates of the amounts the NEO would receive upon termination pursuant to the employment agreement applicable to each such executive as in effect on December 31, 2021. The actual amounts to be paid can be determined only at the time of a NEO’s termination of employment. The amounts reported above do not include amounts that would be provided to a NEO under plans and arrangements that are generally available to all salaried employees or amounts reported in the “Summary Compensation”, “Pension Benefits in 2021”, and “2021 Non-qualified Deferred Compensation” tables. Please see the sections below captioned “Employment and Non-Competition Agreements Effective as of June 7, 2020” and “CenterState Employment and Non-Competition Agreements assumed at Merger” for a summary of employment agreements and the related potential payments upon termination or change of control in effect upon effectiveness of the Merger.

For purposes of the employment agreements in effect with the NEOs, the terms “good reason”, “cause”, “disability” and “change in control” are defined in the applicable NEO’s employment agreement.

Employment Agreements

The purpose of our NEO employment agreements is to attract and retain highly qualified executive officers, recognizing that termination and change in control protections are commonly provided at comparable financial institutions with which we compete for executive talent. In addition, the Compensation Committee believes change in control protections enhance the impartiality and objectivity of the NEOs in the event of a change in control transaction and better ensure that shareholder interests are protected. The Compensation Committee is committed to providing change in control protections that reflect good governance practices, do not present windfalls to the Company’s executives and are in line with market practice.

a. | Employment and Non-Competition Agreements Effective as of June 7, 2020

In connection with the Merger, we entered into or amended and restated employment agreements with Ms. Brooks and Mr. Hill, in each case setting forth the terms of such NEO’s employment following the Merger (the “effective time”). The employment agreement with Mr. Hill is for an initial term beginning June 7, 2020 until December 31st of the fifth full calendar year following the effective time, and the employment agreements with Ms. Brooks is for an initial term of three years following the June 7, 2021 effective time, subject to extension for an additional year on December 31st of the fourth full calendar year following the effective time (in the case of Mr. Hill) or on the first anniversary of the effective time (in the case of Ms. Brooks), unless either party provides notice of non-renewal before such anniversary date.

● | The employment agreements provide for the following severance payments and benefits in the event an NEO’s employment is terminated without cause or the NEO resigns for good reason, prior to or following a change in control. The change in control severance protections provided under the agreements were designed with the help of the Compensation Committee’s compensation consultant to reflect prevailing market practice within the context of the Merger.

| ● | In the case of Mr. Hill, in addition to certain accrued benefits, the following payments and benefits: (a) a cash payment equal to Mr. Hill’s “total compensation” (as defined below) times (i) in the event of a termination of Mr. Hill’s employment prior to a change in control, two times, or (ii) in the event of a termination of Mr. Hill’s employment within twelve months following a change in control that occurs after the effective time, two and one-half times; (b) a prorated annual bonus for the fiscal year of termination based on actual performance; (c) payment in full of the Pay to Integrate Award, to the extent not previously paid; (d) immediate vesting of the Pay to Lead Award, to the extent not previously vested; and (e) immediate vesting of any outstanding equity awards granted following January 25, 2020, with performance-based awards remaining subject to applicable performance metrics. The term “total compensation” means the sum of Mr. Hill’s base salary, annual bonus (based on the greatest of the NEO’s target bonus, actual bonus paid in respect of the fiscal year preceding the year of termination and the average annual bonus for the three fiscal years preceding the year of termination) and annual health, medical, dental and vision insurance premiums and fringe benefits.

| ● | In the case of Ms. Brooks, the following payments and benefits: (a) a cash payment equal to the sum of her base salary plus target annual bonus opportunity; (b) continued employer-paid medical and dental insurance premiums for twelve months; (c) payment in full of the Pay to Integrate Award, to the extent not previously paid; and (d) immediate vesting of the Pay to Lead Award, to the extent not previously vested. However, if such termination occurred within twelve months following a change in control that occurs after the effective time, in lieu of the cash payment described in the immediately preceding sentence, Ms. Brooks would be entitled to a cash payment equal to the sum of 2.5 times the sum of her base salary plus the highest annual bonus earned in the three years immediately preceding the year in which the change in control occurs.

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Executive Compensation | ​

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If Mr. Hill’s or Ms. Brooks’ employment is terminated by reason of death or disability, he or she would be entitled to substantially the same payments and benefits as would be payable upon a termination without cause or for good reason, excluding the cash severance payment. In the case of Ms. Brooks, such NEO would not be entitled to the employer-paid medical and dental benefits described above in the case of disability, but his or her family would be entitled to such benefits for twelve months following death.

If the services of Mr. Hill are terminated by reason of retirement after age 55 and ten years of service to the Company, the applicable NEO would be entitled to full vesting of outstanding equity awards granted following the effective time, with performance-based awards remaining subject to applicable performance metrics, and to a prorated annual bonus for the year of retirement based on actual performance. A termination of Mr. Hill’s employment on or following the expiration of the term of his employment agreement would be treated as a retirement for purposes of the employment agreement.

In consideration for the foregoing payments and benefits payable upon a termination of employment without cause or by the NEO for good reason (and, in the case of Mr. Hill, benefits payable upon termination due to death, disability or retirement), each of the NEOs is required to execute a release of claims. In addition, the employment agreements contain restrictive covenants concerning nondisclosure of confidential information at any time following a termination of employment, mutual non-disparagement of either party at any time following a termination of employment (in the case of Ms. Brooks), non-competition (for a period of two years in the case of Mr. Hill and one year in the case of Ms. Brooks) and non-solicitation of customers and employees for a period of two years following termination of employment. The severance benefits (and, in the case of Mr. Hill, the retirement benefits) described above are also contingent on the NEO’s compliance with the restrictive covenants.

b. | CenterState Employment and Non-Competition Agreements assumed at Merger

Prior to the Merger, CenterState was party to existing employment agreements with Messrs. Corbett, Matthews and Young which provided for payments in connection with a termination of employment or change in control of CenterState. The agreements automatically became agreements of the Company in connection with the Merger.

The completion of the Merger constituted a change in control under Mr. Corbett’s employment agreement and Mr. Young’s Employment Agreement, each dated as of July 13, 2010. Each of these agreements provided that the executive would receive, in lieu of any other regular severance entitlement, a “single-trigger” lump-sum cash payment equal to three times the highest annual compensation as reported on such executive’s Form W-2 over the three-year period immediately preceding the year in which the change in control occurs, and an additional payment to account for any excise tax payable under Sections 280G and 4999 of the Internal Revenue Code (including any associated taxes thereon).

In connection with the Merger, Messrs. Corbett and Young voluntarily agreed to waive the required “single-trigger” change in control payment under his employment agreement. Each of the executives and CenterState believed the waiver would be in the best interests of CenterState’s shareholders at the time of the Merger to avoid the single-trigger payment in light of Mr. Corbett’s continued role as CEO of the combined company and Mr. Young’s new role as the Chief Strategy Officer of the combined company. In order to comply with applicable tax requirements and in consideration of the waiver, each executive and the Company agreed to a “double trigger” termination structure such that in the event such executive’s employment with the Company is terminated by the Company without “cause” or if such executive resigns for “good reason” prior to the third anniversary of the closing of the Merger (or if there is a subsequent change in control of the Company during the employment term), the executive will be entitled to receive a lump sum cash payment equal to (i) the amount of the change in control payment that would have been payable under the terms of his existing agreement with CenterState (which amounts are described above) plus (ii) to comply with applicable tax requirements, an additional 25% of such change in control payment.

Going forward, and based upon external feedback and shareholder preference, the Company has not and will continue to not enter into agreements that calculate severance or change in control payments on a basis other than a multiple of cash compensation.

The employment agreement entered into with Mr. Matthews provides that if his employment is terminated by CenterState Bank without “cause” or he resigns for “good reason” without regard to a change in control, he would receive a lump-sum cash payment equal to one and one-half times the sum of (x) base salary, and (y) the target bonus earned for the year immediately preceding the year of termination; provided, that if such termination occurred within twelve months following a change in control, in lieu of the cash payment described in the immediately preceding sentence, he would be entitled to a cash payment equal to the sum of 2.5 times the sum of his base salary plus the highest annual bonus earned in the three years immediately preceding the year in which the change in control occurs. Mr. Matthews will also be entitled to receive continued medical and dental insurance coverage at CenterState’s cost for the executive and his or her dependents for a period up to the end of the employment term under the employment agreement. In addition, Mr. Matthews’s employment agreement includes Mr. Matthews’ covenant not to (i) solicit customers, accept the business of customers or sell customers a product or service of any other financial institution or (ii) compete with the Company in Alabama or metropolitan statistical areas of Atlanta, Jacksonville, Orlando or Tampa, for a period of 24 months following his separation of service (or 18 months in the situation of an involuntary termination without cause or a voluntary termination with good reason). Mr. Matthews’s employment agreement was initially for a 3-year term, with a one-year automatic renewal beginning on the first anniversary of the agreement and thereafter. The Merger did not trigger a change in control under Mr. Matthews’ employment agreement.

The employment agreements with Messrs. Corbett and Young (as amended as described above) and Mr. Matthews were assumed by the Company as of the closing of the Merger.

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50 SOUTHSTATE | ​

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Table of Contents | ​
​ | CEO Pay Ratio

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CEO PAY RATIO

Below is: the (i) 2021 annual total compensation of Mr. Corbett, our CEO; (ii) the 2021 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio.

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CEO Pay Ratio | ​
CEO Annual Total Compensation | $5,368,888
Median Employee Annual Total Compensation | $63,482
CEO to Median Employee Pay Ratio | 84.57 to 1

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Methodology

CEO Annual Total Compensation. Mr. Corbett’s total compensation is calculated and reported in the Summary Compensation Table included in this Proxy Statement.

Median Employee. As a result of the Merger with CenterState completed on June 8, 2020, we have included 2,174 legacy CenterState employees for the 2021 fiscal year and determined that, due to this change in the employee population, we needed to determine a new median employee for 2021. We identified our median employee as of December 31, 2021, using our entire workforce of approximately 5,115 full time, part-time and temporary employees. The median employee was determined by reviewing wages, tips, employer matching contributions under SouthState’s 401(k) plan, and other compensation on payroll records for our employee population, but excluding employee deferrals under the SouthState 401(k) plan, as reported to the IRS on Form W-2 for the period from January 1, 2021, to December 31, 2021. We then calculated the median employee’s annual total compensation in accordance with applicable SEC rules for determining the annual total compensation of our NEOs in order to determine the pay ratio.

THE PAY RATIO IDENTIFIED ABOVE IS A REASONABLE ESTIMATE CALCULATED IN A MANNER CONSISTENT WITH SEC RULES. PAY RATIOS THAT ARE REPORTED BY OUR PEERS OR OTHER COMPANIES MAY NOT BE DIRECTLY COMPARABLE TO OURS BECAUSE OF DIFFERENCES IN THE COMPOSITION OF EACH COMPANY’S WORKFORCE, AS WELL AS THE ASSUMPTIONS AND METHODOLOGIES USED IN CALCULATING THE PAY RATIO, AS PERMITTED BY SEC RULES.

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Proposal 3: RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 | ​

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PROPOSAL 3: RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022

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| Our Board recommends a vote “for” ratifying the appointment of our independent registered public accounting firm for 2022 (Proposal 3).

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Our Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm.

The Committee engages in an annual evaluation of the independent registered public accounting firm. It considers, in particular, whether the retention of the firm is in the best interests of our Company and its shareholders, taking into account the firm’s quality of service, the firm’s institutional knowledge and experience, our Company’s operations and businesses, the firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity, and professional skepticism. The Committee also considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has assessed the qualifications, performance, and independence of Dixon Hughes Goodman LLP, Certified Public Accountants (Dixon Hughes), which has served as our Company’s independent registered public accounting firm since 2007. The Audit Committee considers, when evaluating the firm’s independence and tenure, the required rotation of the Dixon Hughes engagement partner every five (5) years. In addition, the Committee is involved in the selection of the new engagement partner by virtue of a review of a small selection of qualified candidates proposed by Dixon Hughes to identify a primary candidate and subsequent introductory discussions. The Committee believes that retaining Dixon Hughes is in the best interests of our Company. The Committee has appointed Dixon Hughes as our independent registered public accounting firm to audit the 2022 consolidated financial statements of the Company and its subsidiaries. Although it is not required to do so, our Board is asking shareholders to ratify Dixon Hughes’s appointment. If our shareholders do not ratify Dixon Hughes’s appointment, the Committee will consider changing our independent registered public accounting firm for 2022. Whether or not shareholders ratify Dixon Hughes’s appointment, the Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change is appropriate.

Dixon Hughes has advised the Committee that it is an independent accounting firm with respect to our Company and its affiliates in accordance with the requirements of the SEC and the Public Company Accounting Oversight Board.

Representatives of Dixon Hughes are expected to be present at our annual meeting, will have an opportunity to make a statement if they choose, and are expected to be available to respond to appropriate shareholder questions.

Dixon Hughes’s 2021 and 2020 fees. Dixon Hughes’s aggregate fees for professional services rendered in or provided for 2021 and 2020, as applicable, were:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | 2021 | ​ |  | 2020
​ | ​ | ​ | ($)
Audit Fees | ​ |  | 1,695,167 | ​ |  | 1,688,650
Audit-Related Fees | ​ |  | 118,628 | ​ |  | 97,440
Tax Fees | ​ |  | — | ​ |  | —
All Other Fees | ​ |  | — | ​ |  | —
Total Fees | ​ |  | 1,813,795 | ​ |  | 1,786,090

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Audit fees. Audit fees relate to the integrated audit of our consolidated financial statements, and internal control over financial reporting, including disclosures presented in the footnotes to our Company’s financial statements (for example, regulatory capital, among other disclosures). Audit fees also relate to the audit of domestic and international statutory and subsidiary financial statements, the review of our interim consolidated financial statements, the issuance of comfort letters and SEC consents, and services provided in connection with certain agreed-upon procedures and other attestation reports. Audit fees are those billed or expected to be billed for audit services related to each fiscal year.

Audit-related fees. Audit-related fees cover other audit and attest services, services provided in connection with certain agreed-upon procedures and other attestation reports, financial accounting, reporting and compliance matters, benefit plan audits, and risk and control reviews. Fees for audit-related services are those billed or expected to be billed for services rendered during each fiscal year.

Tax fees. Tax fees cover tax compliance, advisory, and planning services and are those billed or expected to be billed for services rendered during each fiscal year.

All other fees. During 2021 and 2020, All Other Fees consisted primarily of amounts billed or expected to be billed for the Company’s engagement of Dixon Hughes to provide guidance in connection with regulatory commitments.

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​ | Proposal 3: RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022

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Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee annually pre-approves a list of services that Dixon Hughes may provide without obtaining the Committee’s engagement-specific pre-approval and sets pre-approved fee levels for such services. The pre-approved list of services consists of audit services, audit-related services, tax services, and all other services. All requests or applications for Dixon Hughes services must be submitted to members of our corporate audit function or tax function to determine if they are included within the Committee’s pre-approved list of services. The Committee or the Committee chair must specifically approve any type of service that has not been pre-approved. The Committee or the Committee chair must also approve any proposed service that has been pre-approved but has fees that will exceed the pre-approved level. All pre-approvals by the Committee chair must be presented to the full Committee at its next meeting. The Committee or the Committee chair pre-approved all of Dixon Hughes’s 2021 fees and services.

AUDIT COMMITTEE REPORT

Our Audit Committee is composed of five Board members. Our Board has determined that all Committee members are independent under The NASDAQ Stock Market listing standards and applicable SEC rules and regulations. Our Board has also determined that the Chair of the Committee, Mr. Walker, Mr. Cofield, and Mr. McPherson qualify as “audit committee financial experts” as defined by SEC rules. The Committee’s responsibilities are stated in a written charter adopted by our Board.

Management is responsible for preparing and the overall reporting process with respect to our Company’s consolidated financial statements, and, with the assistance of our Company’s internal corporate auditors, for establishing, maintaining, and assessing the effectiveness of our internal control over financial reporting. Dixon Hughes Goodman LLP (Dixon Hughes), our Company’s independent registered public accounting firm, is responsible for planning and conducting an independent audit of our Company’s consolidated financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board (PCAOB) and for expressing an opinion as to the conformity of these financial statements with accounting principles generally accepted in the United States of America and as to the effectiveness of our internal controls over financial reporting. The Committee’s responsibility is to monitor and oversee these processes.

The Committee annually evaluates Dixon Hughes’s qualifications, performance, and independence. The Committee also oversees the performance of the corporate audit function managed by our Chief Audit Executive. The Committee has reviewed and discussed with management and with Dixon Hughes our Company’s audited financial statements for the year ended December 31, 2021, management’s assessment of the effectiveness of our Company’s internal control over financial reporting, and Dixon Hughes’s evaluation of our Company’s internal control over financial reporting. In addition, the Committee has discussed with Dixon Hughes the matters that independent registered public accounting firms must communicate to audit committees under applicable PCAOB standards.

The Committee has also discussed and confirmed with Dixon Hughes its independence from our Company and received the written disclosures and a letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Committee has evaluated and concluded the non-audit services provided by Dixon Hughes to our Company do not impair Dixon Hughes’s independence.

Based on the reviews and discussions referred to above, the Committee recommended to our Board that the audited financial statements for the year ended December 31, 2021 and the related footnotes be included in our Company’s annual report on Form 10-K for the year ended December 31, 2021.

This report is provided by the undersigned directors, who serve on the Audit Committee as of the date of this Proxy Statement and who served on the Audit Committee during 2021, other than Mr. Cofield, who joined the Audit Committee effective February 24, 2022.

​ | ​
​ | Submitted by the Audit Committee of the Board:
​ | ​
​ | Kevin P. Walker, Chair
​ | Martin Bernard Davis
​ | Charles W. McPherson
​ | William Knox Pou Jr. Ronald M. Cofield, Sr.

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SHAREHOLDER PROPOSALS FOR OUR 2022 ANNUAL MEETING | ​

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SHAREHOLDER PROPOSALS FOR OUR 2023 ANNUAL MEETING

Under Rule 14a-8 of the Exchange Act, any proposal that a shareholder may intend to present at the 2023 Annual Shareholders’ Meeting (the “2023 Annual Meeting”) must be received in writing by the Secretary of the Company at its principal executive office located at 1101 First Street South, Winter Haven, Florida 33880, no later than 120 calendar days before the first anniversary of the release date of the proxy statement for the 2022 annual shareholders’ meeting (the “2022 Annual Meeting”); provided, that if the date of our 2023 Annual Meeting has been changed by more than 30 days before the one year anniversary of the 2022 Annual Meeting, or April 27, 2023, we must receive the proposal within a reasonable time before we begin to print and send the proxy materials. We currently anticipate that we will hold our 2023 Annual Meeting on April 26, 2023. As a result, we must receive any such proposal no later than the close of business on November 11, 2022. Any such proposal must comply with the procedural, informational and other requirements outlined in our Bylaws. If the proposal complies with all of the requirements of Rule 14a-8, the proposal will be considered for inclusion in the Company’s proxy statement relating to such meeting.

Under our Bylaws, shareholder proposals intended to be raised at the 2023 Annual Meeting outside of Rule 14a-8, including nominations for election of director(s), must be received in writing by the Secretary of the Company, at 1101 First Street South, Winter Haven, Florida 33880, no earlier than 120 days and no later than 90 days prior to the one year anniversary of our 2022 Annual Meeting, unless the date of our 2023 Annual Meeting is more than 30 days before April 27, 2023. Given that we anticipate holding the 2023 Annual Meeting on April 26, 2023, we must receive any such proposal no later than the close of business on January 27, 2023 but no earlier than December 27, 2022, and any such proposal must comply with the procedural, informational and other requirements outlined in our Bylaws.

The Governance and Nominating Committee will consider director nominees identified by its members, other directors, our officers and employees and other persons, including our shareholders. To be considered by the Nominating Committees, any recommendation by a shareholder of a candidate for director must be addressed to the Governance and Nominating Committee and must contain the information called for by the Corporate Governance Guidelines, the Governance and Nominating Committee Charter, and the Bylaws of the Company, which includes all of the following information about the recommended candidate:

● | With respect to each such nominee, his or her name and age, all positions held with the Company, any other business experience, other directorships held, material legal proceedings within the past 10 years, the number of Company shares beneficially owned, and any transactions between the Company and such person;

● | a description of all relationships between the recommended candidate and the recommending shareholder or group and any agreements or understandings between the candidate and the recommending shareholder or group regarding the nomination;

● | a description of all known relationships between the recommended candidate and any of the Company’s competitors, customers, business partners or other persons who have a business relationship with the Company;

● | a statement of the recommended candidate’s qualifications for Board membership; and

● | a statement that the recommended candidate meets the independence requirements of the NASDAQ Stock Market for Company directors and the independence requirements for the members of the Audit, Compensation, Risk, and Governance and Nominating Committees of the Board (or a description of each factor that could prevent the recommended candidate from meeting any such independence requirements).

The Governance and Nominating Committee may require that any recommended candidate complete one or more questionnaires or otherwise provide additional information. See page iv for information on how to obtain copies of our Corporate Governance Guidelines, the Governance and Nominating Committee Charter, and the Bylaws of the Company.

The Governance and Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a shareholder or not.

We encourage shareholders that are contemplating submitting a proposal for inclusion in our proxy statement to contact us beforehand at the address above to allow for a constructive discussion of their concerns and for additional information about our practices or policies.

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​ | Voting And Other Information

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VOTING AND OTHER INFORMATION

Who Can Vote. Only holders of record at the close of business on February 28, 2022 (the record date) will be entitled to notice of and to vote at our annual meeting. As of February 28, 2022, the following shares were outstanding and entitled to vote:

​ | ​ | ​ | ​
Shares | ​ | ​ | Number of shares
​ | ​ | ​ | outstanding
​ | ​ |  | and entitled to vote
Common Stock | ​ |  | 68,730,651

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Each share of our common stock is entitled to one vote.

Voting Information for Registered Holders. If you are a registered holder, meaning that you hold our shares directly (not through a bank, broker, or other nominee), you may vote in person at our annual meeting or by submitting your proxy by:

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| Internet | going to www.proxyvote.com and following the online instructions. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy
| Phone | calling the phone number located on the top of your proxy card and following the voice prompts. You will need information from your proxy card to submit your proxy
| Mail | (if you received your proxy materials by mail): marking your vote on your proxy card, signing your name exactly as it appears on your proxy card, dating your proxy card, and returning it in the envelope provided

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To be counted, your proxy must be received before the polls close at our annual meeting. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted according to your voting instructions. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our Board’s recommendations. If other matters properly come before our annual meeting, the proxies will vote on these matters.

You may revoke your proxy and change your vote at any time before the voting polls close at our annual meeting by submitting a properly executed proxy of a later date, a written notice of revocation (of your previously executed proxy) sent to our Corporate Secretary, or a vote cast in person at our annual meeting (however, attending the meeting without voting will not revoke a proxy).

Voting Information for Beneficial Owners. If you are a beneficial owner, meaning that you hold our stock in the name of a bank, broker, or other nominee (commonly referred to as holding shares in “street name”), you should have received these proxy materials from your bank, broker, or other nominee by mail or email with information on how to submit your voting instructions, including by:

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| Internet | going to www.proxyvote.com and following the online instructions
| Phone | calling the phone number located on the top of your voting instruction form (VIF) and following the voice prompts
| Mail | (if you received your proxy materials by mail): marking your vote on your VIF, signing your name (exactly as it appears on the VIF), and dating, and returning your VIF in the envelope provided

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Voting by telephone and the Internet ends at 11:59 p.m. Eastern time on April 26, 2022. As a beneficial owner, if you do not provide voting instructions to your bank, broker, or other nominee, your shares will be treated as a “broker non-vote” with respect to Proposals 1 and 2, and may be voted in the discretion of your bank, broker, or other nominee solely on Proposal 3 as described under “Votes Required” below. To change any of your previously provided voting instructions, or if you have questions about voting your shares, please contact your bank, broker, or other nominee directly.

You may revoke any voting instructions you provided by following the specific directions from your bank, broker, or other nominee to change or revoke any voting instructions you have already provided. Alternatively, you may vote your shares by ballot at the annual meeting if you obtain a legal proxy from your bank, broker, or other nominee and present it at the annual meeting.

Employee Voting. If you participate in Company’s 401(k) Plan or the Company’s Deferred Compensation Plan, (collectively, the Plan), and your Plan account has investments in shares of our common stock, you must provide voting instructions to the Plan trustee (the Trustee) (by the Internet, telephone, or proxy card) for your shares to be voted according to your instructions. Your shares cannot be voted unless you provide voting instructions to the Trustee. Your voting instructions to the Trustee will be held in strict confidence. The

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​ | 2022 PROXY STATEMENT 55

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Voting And Other Information | ​

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deadline to provide voting instructions for shares held in the Plan is April 24, 2022, at 11:59 p.m., Eastern time. If you are an employee and you hold shares in multiple accounts, you may receive one proxy card covering all the shares in your accounts. If you receive one proxy card covering all the shares in your accounts, you must provide voting instructions by April 24, 2022, at 11:59 p.m., Eastern time, to vote all your shares. After the applicable deadline, you will not be able to submit voting instructions or change prior voting instructions for any shares.

Shares Required to Hold our Annual Meeting. In order to hold our annual meeting, a quorum representing holders of a majority of the voting power of our common stock must be present in person or represented by proxy. We intend to include as present: shares present in person but not voting; shares for which we have received proxies but for which holders have abstained from voting; and shares represented by proxies returned by a bank, broker, or other nominee holding the shares.

Votes Required

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Effect of
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Proposals for your vote |  |  | Votes required |  |  | abstentions |  |  | votes
Proposal 1: Electing Directors | ​ |  | Plurality of votes cast | ​ |  | No effect | ​ |  | No effect
Proposal 2: Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution) | ​ |  | Votes cast in favor exceed votes cast against | ​ |  | No effect | ​ |  | No effect
Proposal 3: Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2022 | ​ |  | Votes cast in favor exceed the votes cast against | ​ |  | No effect | ​ |  | Brokers have discretion to vote

● | Proposal 1: Electing Directors. Section 33-7-280(a) of the South Carolina Code of Laws Annotated (the “SC Code”) provides that unless the Company’s Articles of Incorporation provide otherwise, a nominee for director will be elected to our Board by a plurality of the votes cast by the shares entitled to vote at a meeting at which a quorum is present. Because the Company’s articles of incorporation do not require a different vote, the SC Code plurality requirement applies. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted for purposes of determining the election of directors.

● | Other Proposals. Approval of Proposals 2 and 3 requires the votes cast in favor of each such proposal to exceed the votes cast against the proposal. Abstentions from voting and broker non-votes (excluding Proposal 3, for which brokers have discretion to vote) are not treated as votes cast and are not counted in determining the outcome of any of these proposals.

Eliminating Duplicative Proxy Materials through “Householding.” We deliver a single proxy statement and annual report with separate proxy cards, or separate Notices of Internet Availability, to multiple registered holders who share an address, unless we receive other instructions. If (i) you and another registered holder share an address and each receive paper copies of our proxy materials and wish to receive only one paper copy or (ii) you share an address with another registered holder, received a single set of our proxy materials, and would like to receive separate copies, you may request a change in delivery preferences by contacting our transfer agent, Computershare, P.O. Box 505000, Louisville, KY 40233-5000; toll-free 800-568-3476; Foreign (781) 575-2879; or www.computershare.com/investor.

If you are a beneficial owner and receive multiple copies of our proxy materials and you would like to receive only one copy, or if you and another shareholder receive only one copy and would like to receive multiple copies, contact your bank, broker, or other nominee.

Attending our Annual Meeting. All holders of our common stock as of the record date (February 28, 2022) and persons holding valid proxies from such shareholders are invited to attend our annual meeting. To gain entrance to the meeting, you must present valid, government-issued photo identification and the following:

Registered Holders

● | Number of shares held

Beneficial Owners

● | a letter from your bank or broker or a brokerage statement evidencing ownership of shares of SouthState stock as of the record date

Persons Holding Valid Proxies (one of the following):

● | a proxy from a registered holder—a written legal proxy granted to you and signed by the registered holder; or

● | a proxy from a beneficial owner—a written legal proxy granted by the brokerage firm or bank holding the shares to the beneficial owner, in assignable form, and a written legal proxy granted by the beneficial owner to you, together with a brokerage or bank statement or Notice of Internet Availability showing the beneficial owner’s shares

If you are a beneficial owner and you would like to vote in person at the meeting, you must also present a written legal proxy from the broker, bank, or other nominee.

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56 SOUTHSTATE | ​

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APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

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| 2021 Year-to-Date
​ Net income (GAAP) | ​ $475,543
Plus: | ​
Merger and branch consolidation, net of tax | 52,740
Extinguishment of debt cost, net of tax | 9,081
Less: | ​
Gain on sale of securities | 81
​ Adjusted Net Income (non-GAAP) | ​ $537,283
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​ Earnings per common share - diluted (GAAP) | ​ $6.71
Plus: | ​
Effect to adjust for merger and branch consolidation expense, net of tax | 0.74
Effect to adjust for extinguishment of debt cost, net of tax | 0.13
Less: | ​
Effect to adjust for gain on sale of securities | 0.00
​ Adjusted Earnings per Common Share - diluted (Non-GAAP) | ​ $7.58
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​ Return on average common equity (GAAP) | ​ 10.01%
Plus: | ​
Effect to adjust for merger and branch consolidation expense, net of tax | 1.11
Effect to adjust for extinguishment of debt cost, net of tax | 0.19
Effect to adjust for intangible assets, net of tax | 7.37
Less: | ​
Effect to adjust for gain on sale of securities | 0.00
​ Adjusted Return on Average Common Tangible Equity (Non-GAAP) | ​ 18.68%

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| December 31, 2021 | December 31, 2020
​ Book value per common share (GAAP) | ​ $69.27 | ​ $65.49
Less: | ​ | ​
Effect to adjust for intangible assets | 24.65 | 24.33
​ Tangible Book Value per Common Share (non-GAAP) | ​ $44.62 | ​ $41.16

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| VIEW MATERIALS & VOTE w SCAN TO SOUTHSTATE CORPORATION 1101 FIRST STREET SOUTH WINTER HAVEN, FL 33880 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 26, 2022 for shares held directly and by 11:59 p.m. Eastern Time on April 24, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 26, 2022 for shares held directly and by 11:59 p.m. Eastern Time on April 24, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D71718-P66924-Z81863 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. SOUTHSTATE CORPORATION The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees: For ! ! ! ! ! ! ! ! ! ! ! ! Withhold ! ! ! ! ! ! ! ! ! ! ! ! 1a. Ronald M. Cofield, Sr. For ! ! ! ! ! ! ! For Withhold ! ! ! ! ! ! ! Abstain 1b. Shantella E. Cooper 1m. G. Ruffner Page, Jr. 1n. Ernest S. Pinner 1c. John C. Corbett 1o. John C. Pollok 1d. Jean E. Davis 1p. William Knox Pou, Jr. 1e. Martin B. Davis 1q. David G. Salyers 1f. Robert H. Demere, Jr. 1g. Cynthia A. Hartley 1r. Joshua A. Snively 1h. Douglas J. Hertz 1s. Kevin P. Walker Against 1i. Robert R. Hill, Jr. 2. Approval, as an advisory, non-binding “say on pay” resolution, of our executive compensation; and Ratification, as an advisory, non-binding vote, of the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. ! ! ! ! ! ! 1j. John H. Holcomb III 3. 1k. Robert R. Horger 1l. Charles W. McPherson NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report on Form 10-K and Shareholder Letter are available at www.proxyvote.com. D71719-P66924-Z81863 SOUTHSTATE CORPORATION Annual Meeting of Shareholders April 27, 2022 9:00 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Beth S. DeSimone and Stephen D. Young, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of SOUTHSTATE CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM, EDT on April 27, 2022, at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, Georgia 30337 and any adjournment or postponement thereof. THE PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE IN FAVOR OF THE ELECTION OF THE DIRECTORS LISTED ON THE REVERSE SIDE, FOR APPROVAL OF AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND FOR RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND IF ANY OTHER MATTERS PROPERLY COME BEFORE THE ANNUAL MEETING, SAID PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. Continued and to be signed on reverse side

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