SouthState (SSB) Proxy Filing summary

Executive summary

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

• Achieved $535 million net income, 15% return on average tangible common equity, and 18% stock value increase in 2024.

• Outperformed the KBW Regional Bank Index over 1-, 2-, and 3-year periods and maintained high employee engagement at 83%.

• Recognized by TIME and American Banker as a top midsize company and best bank to work for in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on electing 15 directors, approving executive compensation (Say on Pay), changing the company’s domicile from South Carolina to Florida, and ratifying the appointment of Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2026 annual meeting must comply with specific advance notice and procedural requirements.

Board of directors and corporate governance

• Board consists of 15 nominees, with 87% independent, 27% women, 13% ethnically diverse, and 53% with CEO-level experience.

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

• Annual board and committee self-assessments, director education, and succession planning are in place.

• No poison pill; shareholders with 10%+ ownership can call special meetings.

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