Southern First Bancshares (SFST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to elect eight directors, approve executive compensation, determine frequency of say-on-pay votes, and ratify the external auditor.

• Shareholders of record as of March 21, 2025, are eligible to vote; 8,168,955 shares outstanding.

• 2024 financial highlights: net income rose 15.7% to $15.5 million, loans and deposits grew modestly, and book value per share increased 4%.

• Proxy materials and annual report are available online; multiple voting methods are offered.

Voting matters and shareholder proposals

• Election of eight directors for one-year terms, completing the transition to an annually elected, declassified board.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of Elliott Davis, LLC as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 8, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 13 directors, with 12 deemed independent under NASDAQ standards.

• Board committees (audit, risk, nominating/governance, compensation) are composed entirely of independent directors.

• Board leadership is separated: an independent chairman leads the board, while the CEO manages operations.

• Directors attended at least 75% of meetings in 2024; all attended the 2024 annual meeting.

• No formal stock ownership guidelines, but periodic reviews ensure alignment with shareholder interests.