SouthState (SSB) Proxy Filing summary

Executive summary

• Achieved $535M net income ($6.97/diluted share), $553M adjusted net income, and 15% ROATCE in 2024, with 4.7% loan and 2.7% deposit growth, and 18% stock value increase.

• Completed acquisition of Independent Bank Group, expanding to $65B in assets and 343 branches across eight states.

• Outperformed the KBW Regional Bank Index by 8% in 2024 and maintained high employee engagement (83%).

• Named among America's best midsize companies and best banks to work for in 2024.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 15 directors, advisory approval of executive compensation (Say on Pay), change of domicile from South Carolina to Florida, and ratification of the independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Record date for voting is February 24, 2025; meeting set for April 23, 2025.

Board of directors and corporate governance

• Board consists of 15 nominees, majority independent, with 87% independent directors, 27% women, and 27% ethnically diverse.

• Committees (Audit, Compensation, Governance and Nominating, Risk) are fully independent.

• Board leadership is separated between CEO and Independent Chair; annual self-assessments and director education required.

• Shareholders with 10%+ ownership can call special meetings; no poison pill in place.

• Mandatory director retirement age is 72, with waivers possible for key leadership continuity.