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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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South State Corporation

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PAYMENT OF FILING FEE (Check the appropriate box):

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1101 First Street South

Winter Haven, Florida 33880

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March 8, 2021

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To Our Shareholders:

You are cordially invited to attend our Annual Shareholders’ Meeting on Wednesday, April 28, 2021, at 2:00 p.m., Eastern daylight time, in Grand Ballroom E of the Reunion Resort, located at 7593 Gathering Drive, Kissimmee, Florida 34747.

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 2020 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 wear a mask, practice social distancing, and follow all COC protocols.

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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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

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Date and Time April 28, 2021 2:00 p.m., Eastern daylight time

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Place Reunion Resort Grand Ballroom E 7593 Gathering Drive Kissimmee, Florida 34747

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Matters to be Voted on:

● Electing the 16 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 2021

● 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 26, 2021 as the record date for our annual meeting. SouthState shareholders as of the close of business on February 26, 2021 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 57 and 58 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 8, 2021

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on April 28, 2021:

Our 2021 Proxy Statement and 2020 Annual Report to shareholders are available at www.proxyvote.com.

Our Recent Merger of Equals Transaction:

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 “Merger”).

Unless the context indicates otherwise, all references to the “Company,” “SouthState,” “we,” “us” and “our” in this Proxy Statement refer to South State Corporation, together with its subsidiaries, including South State Bank, National Association (the “Bank”). However, if the discussion relates to a period before the Merger, the references to SouthState, together with its subsidiaries, mean the Company and South State Bank (“SouthState Bank”).

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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 26, 2021.

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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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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 57 for more information on voting your shares.

To review our 2021 Proxy Statement, 2020 Annual Report, and other information relating to our 2021 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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2020 Accomplishments

(1)	Adjusted PPNR is a Non-GAAP financial measure that excludes the impact of merger-related expenses, FHLB Advance prepayment penalty, swap termination expenses and securities gains or losses. See reconciliation of GAAP to Non-GAAP measures in Appendix A.

(2)	The Duncan-Williams acquisition closed February 1, 2021.

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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. In addition, 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.

Guiding Principles

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

2020 was a unique and exciting year in the history of SouthState and CenterState, as we completed an historic merger of equals and embarked on and navigated a large integration effort in the midst of the COVID-19 pandemic. As discussed further below in the Compensation Discussion and Analysis section beginning on page 26, executive compensation for 2020 reflects the arrangements that were in place under legacy SouthState and CenterState agreements, as well as payments that were made in connection with the Merger under the Merger Agreement.

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:

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

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40% based on adjusted earnings per share, or EPS

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

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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

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

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40% in the form of performance share units (“PSUs”) based on the compound tangible book value (“TBV”) growth per share plus cumulative dividends over a three-year performance period

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40% in the form of PSUs based on adjusted return on average tangible common equity, compared to peers, over the three-year performance period

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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 26.

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

6.9 years average tenure, below the 7.9-year S&P 500 average(1)	10 of 16 are independent	13% are women	19% are ethnically or gender diverse	63% have CEO-level experience	50% 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: 2020 Spencer Stuart Board Index.

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Our key corporate governance policies include:

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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 Bylaws of the Company were filed as Exhibit 4.6 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2020. 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.

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 15, 2021. 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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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.

✓	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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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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Identifying and Evaluating Director Candidates

As required by the terms of the Merger Agreement and bylaw amendments approved by shareholder vote in connection with the Merger, for a three year period from the date the Merger is completed, our Board is to be made up of sixteen directors, half of which are designated by SouthState and half of which are to be designated by CenterState, with Mr. Hill being the Executive Chairman, Mr. Corbett the Chief Executive Officer, and Mr. McPherson the Lead Independent Director. The bylaw amendments also designated a Legacy SouthState Nominating Committee and a Legacy CenterState Nominating Committee to consider any replacement directors in the event one of the current 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. 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 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, an experienced Lead Independent Director and a strong leadership team, provides effective leadership from which our shareholders will benefit.   

To carry out its responsibilities and set the appropriate tone at the top, our Board focuses on the character, integrity, and qualifications of its members, and its leadership structure and composition. 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:

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✓	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.

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 56 captioned “Shareholder Proposals for our 2022 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. See page 56 for a discussion of the Nominating Committees and their roles under the purview of the Governance and Nominating Committee.

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 2022 annual meeting of shareholders, the Committee will consider recommendations received no earlier than December 29, 2021 and no later than January 28, 2022.

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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:

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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 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, will be 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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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 20, and determined that none of the relationships constituted a material relationship between the director/director nominee and our company:

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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.

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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

●	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

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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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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. Each of our incumbent directors attended 100% of the aggregate meetings of our Board and the committees on which they served during 2020. In addition, all of the directors serving on our Board at the time of our 2020 annual shareholders’ meeting virtually attended the meeting.

The Board held 5 regularly scheduled Board meetings during 2020. 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 3 such executive sessions in 2020. 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.

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

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(1)	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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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.

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In connection with the Company’s merger with CenterState, the name of this committee was changed from the Governance and Nominating Committee to the Governance and Nominating Committee. The Legacy SouthState Directors Nominating Committee and the Legacy CenterState Directors Nominating Committee are comprised of the Legacy SouthState Directors and the Legacy CenterState Directors, respectively, who satisfy the NASDAQ Stock Market independence requirements for nominating committee membership.

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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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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 are presented 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. While the evaluation process for 2020 reflected satisfaction overall with Board performance, due to the Merger and the necessity of largely meeting remotely due to the COVID-19 pandemic, the Board focused its comments on increasing opportunities for continued director engagement among each other and management.

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; however, in response to the coronavirus pandemic affecting businesses across the globe, the Company suspended the 2020 requirements to reflect the challenges inherent in meeting the continuing education requirements from external sources. Nevertheless, following consummation of the Merger, the Company held an educational session for all directors to discuss the governance strategy of the Company post-merger, including the duties and responsibilities of a Board and committee member and an overview of the products, services, lines of business, and regulatory compliance. The Company also held a virtual board training day in November 2020 that provided 3 hours of educational training on relevant topics, including the new CECL model, ESG trends, and regulatory developments during 2020.

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.

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Pursuant to the Merger Agreement and bylaw amendments approved in connection with the Merger, for a three year period from the date the Merger is completed, our Board is to be made up of sixteen directors, half of which are designated by SouthState and half of which are to be designated by CenterState, with Mr. Hill being the Executive Chairman, Mr. Corbett the Chief Executive Officer, and Mr. McPherson the Lead Independent Director. The bylaw amendments also designated a Legacy SouthState Nominating Committee and a Legacy CenterState Nominating Committee to consider any replacement directors in the event one of the current directors serving on the Board is not able to serve, so that Board make-up remains compliant with the negotiated requirements of the Merger Agreement. 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.

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.

CEO and Senior Management Succession Planning

Our Board oversees CEO and senior management succession planning. Prior to the Merger, each of the Company and CenterState maintained formal succession management plans for their respective institutions, both of which included steps to address emergency CEO and senior management succession planning in extraordinary circumstances. These plans have remained in effect to guide the Company’s needs in 2020. During 2021, the executive leadership team intends to develop an updated succession plan to address the succession needs of the post-Merger Company through the executive and senior management positions to continue our Company’s safe and sound operation and minimize potential disruption or loss of continuity to its business and operations.

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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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 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 of defense 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 our 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.

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 has named a Director of Social Responsibility to lead its diversity and community development efforts, who reports directly to our CEO and provides regular reports to the Culture Committee.

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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.

Our Incentive Compensation Policy is designed to reward appropriately our employees in the business lines through responsible sales practices without encouraging excessive or imprudent 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 unnecessary risks.

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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 2020, we participated in approximately 65 meetings with investors, including participation in 12 investor conferences, 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

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, our former Chairman of the Board and 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 2020 and may engage during the current fiscal year. In 2020, we and Mr. Horger were involved in non-material related party transactions in that we made payments totaling approximately $8,747 to Horger, Barnwell & McCurry, L.L.P. This amount did not exceed 5% of the law firm’s gross revenue.

Thomas E. Suggs, a former director who resigned from the Board in connection with the Merger on June 7, 2020, has served as President and Chief Executive Officer of HUB Carolinas, a region of HUB International, an insurance brokerage and consulting firm that we have used since 2011 and will continue to use during the current fiscal year as an insurance broker for certain policies. Mr. Suggs was previously the President and Chief Executive Officer, and a majority owner, of Keenan & Suggs, Inc., an insurance broker and consulting firm that we also used for certain policies, before it was acquired by HUB International, the seventh largest brokerage in the world, in August 2016. In 2020, we made insurance premium payments directly to either HUB International, as our insurance placement agent, or insurance carriers. Commissions earned on these policies were well below 5% of HUB International’s total gross revenue for 2020.

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.

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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 26, 2021, 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.

(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:

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(2)	Reflects unvested restricted stock that has full voting and dividend privileges. These shares will vest in the second quarter of 2021.

(3)

Mr. Corbett is also 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 54,398 shares owned individually, including restricted shares (i.e. they can be voted and are included in total outstanding common shares).

(4)	Includes 52,257 shares of common stock owned by Colonial Group, Inc., of which Mr. Demere is President and Chief Executive Officer.

(5)	Mr. Hill is also a Named Executive Officer for purposes of this proxy due to his role as Chief Executive Officer prior to the Merger.

(6)	Includes 6,787 shares owned by a trust Mr. McPherson controls.

(7)	Includes 138,151 shares held by Mr. Page’s children’s trusts.

(8)	Includes 50,993 shares owned individually, including amounts in Mr. Pinner’s IRA and restricted shares, 3,410 shares owned jointly with spouse and 300 shares are held by a trust Mr. Pinner controls.

(9)	Mr. Pollok is also a Named Executive Officer for purposes of this proxy due to his role as Chief Financial Officer prior to the Merger.

(10)	Includes 19,863 shares are owned jointly with Mr. Pou’s spouse,2,931 shares owned by trusts he controls, and 2,916 shares held by a QTIP Trust

(11)	Includes 7,701 shares owned jointly with Mr. Salyers’ spouse.

(12)	Includes 2,550 shares owned jointly with Mr. Snively’s spouse.

(13)	Includes 17,376 shares owned jointly with Mr. Matthews’ spouse and 11,531 shares held within his IRA.

(14)	Includes shares of common stock held as of December 31, 2020 by the Company under our 401(K) Employee Savings Plan, as follows: Mrs. Brooks, 5,514 shares; Mr. Pollok, 9,132 shares; Mr. Lapointe, 5,626 shares; and all directors and Named Executive Officers as a group, 20,272.

(15)	Figures as of December 31, 2020.

(16)

Beneficial ownership of The Vanguard Group is based on its (a) Schedule 13G/A filed with the SEC with respect to the Company on February 10, 2021, in which it reported shared power to vote or direct the vote of 70,546 shares of our common stock, sole power to dispose or direct the disposition of 6,371,461 shares of our common stock and shared power to dispose or direct the disposition of 127,302 shares of our common stock.

(17)

Beneficial ownership of BlackRock, Inc. is based on its Schedule 13G/A filed with the SEC with respect to the Company on February 1, 2021, in which it reported sole power to vote or to direct the vote of 5,209,962 shares of our common stock and sole power to dispose or direct the disposition of 5,380,668 shares of our common stock.

(18)

Beneficial ownership of T. Rowe Price Associates, Inc. is based on its (a) Schedule 13G filed with the SEC with respect to the Company on February 16, 2021, in which it reported sole power to vote or to direct the vote of 1,035,625 shares of our common stock and sole power to dispose or direct the disposition of 3,863,145 shares of our common stock.

(19)

Beneficial ownership of Wellington Group Holdings LLP is based on its Schedule 13G/A filed with the SEC with respect to the Company on February 4, 2021, in which it reported shared power to vote or direct the vote of 3,167,877 shares of our common stock and shared power to dispose or direct the disposition of 3,694,802 shares of our common stock.

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to the Board. Restricted stock and stock underlying or issuable pursuant to RSUs or deferred compensation 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.

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.”

2020 Director Compensation

The following table shows the compensation paid to our non-management directors for their services in 2020:

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​			Fees earned or			​			All other		​
​	​	​	paid in cash	​	​	Stock awards	​	​	compensation	​	Total
Director	​	​	($) (1)	​	​	($) (2)	​	​	($) (3)	​	($)
Jean E. Davis			57,500			49,032			1,081		107,613	​
Martin B. Davis			68,750			49,032			901		118,683	​
Robert H. Demere Jr.			55,000			40,824			901		96,725	​
Cynthia A. Hartley			67,500			49,032			901		117,433	​
John H. Holcomb III (4)			112,500			—			—		112,500	​
Robert R. Horger			79,616			70,701			441,096		603,651	​
Charles W. McPherson (4)			49,000			—			—		49,000	​
G. Ruffner Page Jr. (4)			30,000			—			—		30,000	​
Ernest S. Pinner (4)			31,000			—			—		31,000	​
William Know Pou Jr. (4)			41,750			—			—		41,750	​
David G. Salyers (4)			122,250			—			—		122,150	​
Joshua A. Snively (4)			38,184			—			—		38,184	​
Kevin P. Walker			68,750			49,032			901		118,683	​

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(1)	Includes total compensation earned through salary (former Chairman Horger only), Board fees, retainers and committee fees, whether paid or deferred. Refer to the “2020 Director Pay Changes” section for more information regarding committee membership and fees.

(2)

All RSUs awarded to the non-employee directors during 2020 vest at 25% per calendar quarter over a period of four quarters. Each director generally has the right to vote restricted common shares and to receive dividends paid on the shares prior to vesting. The market value of the shares is determined by the closing market price of our common stock on the date of the grant ($86.75 on the date of grant, January 1, 2020, for former Chairman Horger and $52.95 on the date of grant, May 1, 2020, for all of the other directors). The assumptions used in the calculation of these amounts for awards granted in 2020 are included in Note 20 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, 2020. The Board of Directors’ total aggregate amount of stock awards outstanding at December 31, 2020 was 3,053. As of December 31, 2020, our non-management directors held the number of unvested shares of restricted stock as shown in the table below:

(3)

Includes a $1.88 dividend, or $0.47 for each quarter, on all unvested restricted common stock grants outstanding at the time of the dividend. With regard to Mr. Horger, who transitioned from the Chairman of the Board and a Company management employee to a member of the Board, this amount includes an employer matching contribution to an employee savings plan and life, medical and disability insurance premiums. In addition, Mr. Horger received a Pay to Lead award in the form of RSUs in the gross amount of $450,000. After Company withholding for Medicare ($9,637) and social security ($2,601), Mr. Horger deferred $437,761.90 under the Company’s Nonqualified Deferred Compensation Plan. These deferred amounts will vest 30 days following the date on which the Bank conversion is completed. See the discussion of this plan beginning on page 46.

(4)	Messrs. McPherson, Pou, Snively, Salyers, Page, Corbett, Pinner and Holcomb joined the Board of Directors effective June 7, 2020 in connection with the Merger.

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