SouthState Bank (SSB) Proxy Filing summary

Executive summary

• Completed acquisition of Independent Bank Group, expanding into Texas and Colorado, and successfully integrated systems by May 2025.

• Achieved diluted EPS of $7.87 (up 13%) and adjusted EPS of $9.50 (up 32%) from 2024; book value per share rose 18%.

• Produced record loan production of $12.7 billion and strong returns on capital, with ROATCE at 16.7% and adjusted ROATCE at 19.9%.

• Employee engagement scores ranked in the top 10% of financial institutions; recognized for client experience and workplace culture.

• Strategic focus on organic growth, targeted hiring, and selective M&A, guided by principles of soundness, profitability, and growth.

Voting matters and shareholder proposals

• Shareholders will vote to elect 14 directors, approve executive compensation (Say on Pay), and ratify the appointment of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholders owning 10% or more of common stock can call a special meeting.

• Shareholder proposals for the 2027 meeting must be received by specified deadlines and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of 14 nominees with diverse backgrounds, including 86% independent directors, 21% women, and 14% ethnically diverse.

• Board committees (Audit, Compensation, Governance and Nominating, Risk) are entirely independent.

• Mandatory director retirement age is 72; annual board and committee self-assessments and required director education.

• New leadership structure: CEO to become Chair, with a Lead Independent Director role established for enhanced oversight.

• No poison pill; Code of Ethics applies to all directors, officers, and employees.