SOUTHERN FIRST BANCSHARES INC (SFST)
Sector: Financials
2026 Annual Meeting Analysis
SFST · Meeting: May 19, 2026
Directors FOR
16
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 16 Directors to Serve a One-Year Term
Long-tenured independent director serving as Audit Committee Chair with relevant business and community experience; SFST's 3-year return of 79.1% outpaces QABA (53.5%) by 25.6 percentage points, well below the 65pp trigger threshold for strong positive TSR, so no TSR concern applies.
Joined in 2025, well within the 24-month exemption window from the TSR trigger; brings relevant legal, governance, and human capital expertise appropriate for a community bank board.
Long-tenured independent director with deep real estate and local market expertise; SFST's 3-year outperformance versus QABA of 25.6pp does not meet the 65pp trigger threshold, so no TSR concern applies.
Long-tenured independent director with entrepreneurial and investment experience; SFST's strong 3-year TSR outperformance versus QABA of 25.6pp falls well short of the 65pp trigger, so no performance concern applies.
Long-tenured independent director serving as Compensation Committee Chair with extensive legal and governance experience; SFST's 3-year TSR outperformance versus QABA does not trigger the 65pp threshold.
Long-tenured independent director with financial services and wealth management background, serving as Risk Committee Chair; SFST's 3-year TSR outperformance versus QABA of 25.6pp does not reach the 65pp trigger threshold.
Joined in 2025, within the 24-month exemption window from the TSR trigger; brings leadership and community engagement experience relevant to a community bank.
Director since 2021 with strong audit credentials as a retired KPMG managing partner, serving as Nominating & Governance Committee Chair; SFST's 3-year TSR outperformance versus QABA does not trigger the 65pp threshold, and no overboarding concerns are identified.
Long-tenured independent director with extensive executive management and community involvement; SFST's 3-year TSR outperformance versus QABA of 25.6pp does not meet the 65pp trigger threshold.
Long-tenured independent director with medical sector expertise relevant to the bank's target client base; SFST's 3-year TSR outperformance versus QABA does not reach the 65pp trigger threshold.
Director since 2021 with entrepreneurial, staffing, and real estate experience; SFST's 3-year TSR outperformance versus QABA of 25.6pp does not trigger the 65pp threshold.
Director since 2018, a CPA designated as an Audit Committee financial expert with strong financial expertise; SFST's 3-year TSR outperformance versus QABA does not trigger the 65pp threshold.
Director since 2021 with investment banking and CPA background serving on the Compensation Committee; SFST's 3-year TSR outperformance versus QABA of 25.6pp does not meet the 65pp trigger threshold.
Joined in 2025, within the 24-month exemption window from the TSR trigger; brings real estate investment, capital markets, and entrepreneurial experience relevant to the bank's strategy.
Long-tenured independent Chairman of the Board with executive management experience and strong community ties; SFST's 3-year TSR outperformance versus QABA of 25.6pp does not reach the 65pp trigger threshold.
CEO and founder-era director with over 37 years of banking experience and a strong record of building the company; as an executive director, the TSR trigger applies, but SFST's 3-year return of 79.1% outpaces QABA by 25.6pp, well below the 65pp threshold for strong positive TSR, so no TSR concern fires.
All 16 nominees receive a FOR vote. SFST's 3-year price return of 79.1% outperforms the community bank benchmark QABA (53.5%) by 25.6 percentage points, which does not meet the 65-percentage-point trigger threshold required for strong positive TSR (above 20%). Three directors who joined in 2025 are exempt from the TSR trigger under the 24-month new-director rule. All directors attended at least 75% of meetings, independence designations appear consistent with disclosed relationships, audit committee members include designated financial experts, and no overboarding concerns were identified.
Say on Pay
✓ FORCEO
R. Arthur Seaver, Jr.
Total Comp
$1,146,832
Prior Support
75.0%%
CEO R. Arthur Seaver, Jr. received total compensation of $1,146,832 in 2025, which is reasonable for a CEO at a community bank with approximately $460 million in market cap, and does not appear to exceed the benchmark threshold that would trigger a No vote. The prior year Say on Pay vote received 75% support, which is above the 70% threshold that would require a mandatory response, and the company has continued refining its compensation programs. The pay structure includes a meaningful variable component — the $150,000 bonus and $204,608 in stock awards together represent roughly 31% of total pay, with base salary at about 45%, sitting at the edge of the 40% fixed-pay ceiling but supported by the strong company performance in 2025 (net income up 95.5%, 3-year TSR of 79.1% well ahead of the community bank benchmark QABA at 53.5%); the equity plan uses a multi-metric three-year performance framework tied to tangible book value growth, charge-offs, and total shareholder return, with vesting over four years, and the company has a compliant clawback policy in place, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Elliott Davis, LLC
Tenure
N/A
Audit Fees
$387,500
Non-Audit Fees
$19,900
Non-audit fees (tax fees of $6,900 plus other fees of $13,000, totaling $19,900) represent only about 5.1% of audit fees of $387,500, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire and a FOR vote is appropriate per policy. Elliott Davis is a regional firm appropriate for a community bank of this size (approximately $460 million market cap), and no material restatements were identified.
Actual Vote Results
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Anna T. Locke | 99.9% | 6.6M | 9,228 | ✓ Elected |
| Jennifer S. Cluverius | 99.8% | 6.6M | 14,118 | ✓ Elected |
| William A. Maner, IV | 99.8% | 6.6M | 14,168 | ✓ Elected |
| Darrin Goss, Sr. | 99.8% | 6.6M | 14,146 | ✓ Elected |
| Billy McClatchey | 99.8% | 6.6M | 13,707 | ✓ Elected |
| R. Arthur Seaver, Jr. | 99.6% | 6.6M | 24,351 | ✓ Elected |
| David G. Ellison | 99.6% | 6.6M | 25,032 | ✓ Elected |
| Mark A. Cothran | 99.6% | 6.6M | 25,032 | ✓ Elected |
| Leighton M. Cubbage | 98.7% | 6.5M | 87,408 | ✓ Elected |
| Rudolph G. Johnstone, III, M.D. | 98.7% | 6.5M | 89,273 | ✓ Elected |
| Anne S. Ellefson | 98.6% | 6.5M | 93,124 | ✓ Elected |
| Tecumseh Hooper, Jr. | 98.5% | 6.5M | 100,057 | ✓ Elected |
| Andrew B. Cajka | 98.5% | 6.5M | 101,372 | ✓ Elected |
| James B. Orders, III | 98.0% | 6.5M | 130,499 | ✓ Elected |
| Terry Grayson-Caprio | 97.6% | 6.5M | 160,365 | ✓ Elected |
| Ray A. Lattimore | 87.1% | 5.8M | 854,821 | ✓ Elected |
Say on Pay
For 6.5M · Against 115,546 · Abstain 6,457
Auditor Ratification
For 7.4M · Against 72,135 · Abstain 0
Overall Assessment
The 2026 Southern First Bancshares annual meeting presents three standard proposals: election of 16 directors, Say on Pay, and auditor ratification. All three receive FOR votes — SFST's strong stock performance (3-year return of 79.1% versus QABA's 53.5%) means no TSR trigger fires for any director, CEO compensation is reasonable and supported by genuine performance metrics and a compliant clawback policy, and the auditor's non-audit fee ratio is minimal at approximately 5%.