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. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

South State Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

1101 First Street South

Winter Haven, Florida 33880

March 8, 2021

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.

/S/ Robert R. Hill, Jr. Robert R. Hill, Jr.	/S/ John C. Corbett John C. Corbett
Executive Chairman	Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

Date and Time April 28, 2021 2:00 p.m., Eastern daylight time Place Reunion Resort Grand Ballroom E 7593 Gathering Drive Kissimmee, Florida 34747

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

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”).

Proxy Statement Summary

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.

	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

Your vote is important.

Proposals for your vote		Board voting recommendation	Page
1.	Electing Directors	✓ FOR each nominee	2
2.	Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution)	✓FOR	25
3.	Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2021	✓ FOR	53

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.

2021 PROXY STATEMENT i

Proxy Statement Summary

2020 Accomplishments

	Completed a merger of equals, creating a $38 billion Southeast regional bank with 285 offices in 6 states
	Earned a record adjusted Pre-Provision Net Revenue(1) of $629 million with minimal net charge-off of 2 basis points
	Originated approximately 20,000 Paycheck Protection Loans totaling $2.4 billion to small business customers throughout our footprint
	Enhanced capital structure through completion of a $200 million subordinated debt issuance at CenterState shortly before Merger closing
	Converted to a work from home environment for approximately 91% of non-customer facing employees while safely serving customers from our branch while the COVID-19 Pandemic continued
	Implemented a new online/mobile banking platform to almost 300,000 SouthState customers
	Rolled out a new website built on a best-in-class platform
	Expanded our Correspondent Division with agreement to acquire Duncan-Williams, Inc.(2)
	Received an investment grade credit rating from Moody’s

(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.

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.

ii SOUTHSTATE

Proxy Statement Summary

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:

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

o 40% based on adjusted earnings per share, or EPS

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

o 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

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

o 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

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

o 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

(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.

2021 PROXY STATEMENT iii

Proxy Statement Summary

Our key corporate governance policies include:

An annually elected Board, with directors serving one-year terms

A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees

Separate roles of Chief Executive Officer and Executive Chairman

Lead Independent Director with clearly defined responsibilities

Executive sessions of independent directors at regularly scheduled Board meetings

Board review and oversight of current and potential risks facing the Company and its business

Annual Board self-assessment guided by Lead Independent Director and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee

Ongoing required director education

Stock ownership requirements for directors and executive officers and insider trading guidelines

Directors, officer and employees are prohibited from engaging in hedging or pledging transactions

No poison pill

Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders

Mandatory director retirement age of 72 years, subject to certain exceptions

Code of Ethics applicable to all directors, officers and employees

Whistleblower Policy providing a confidential mechanism to report concerns regarding accounting, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders

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.

iv SOUTHSTATE

TABLE OF CONTENTS

TABLE OF CONTENTS

Proposal 1: Electing directors	2
Our Directors	3
Identifying and evaluating director candidates	8
Communicating with our Board	9
Corporate governance	10
Our Board of Directors	10
Director independence	11
Independent board leadership	11
Board Meetings, Committee Membership, and Attendance	12
Formal Board Self-Evaluation	15
Director education	15
Succession Planning	15
CEO and senior management succession planning	16
Board oversight of risk	16
Compensation governance and risk management	18
Shareholder engagement	19
Related person and certain other transactions	20
Stock ownership of directors, executive officers, and certain beneficial owners	21
Director compensation	23
Proposal 2: Approving our executive compensation (an advisory, non-binding “say on pay” resolution)	25
Compensation discussion and analysis	26
1. Executive summary	26
2. Executive Compensation Governance	27
3. Our 2021 Compensation Program	30
4. Our 2020 Executive Compensation	33
5. Other compensation topics	38
Compensation committee report	41
Executive compensation	42
Summary compensation table	42
Grants of plan-based awards table	44
Year-end equity values and equity exercised or vested table	45
Nonqualified deferred compensation table	46
Pension benefits table	47
Potential payments upon termination or change in control	49
CEO pay ratio	53
Proposal 3: Ratifying the appointment of our independent registered public accounting firm for 2021	54
Audit committee pre-approval policies and procedures	55
Audit Committee Report	55
Shareholder proposals for our 2022 annual meeting	56
Voting and other information	57
Appendix A: Reconciliation of GAAP and non-GAAP financial measures	59

2021 PROXY STATEMENT 1

Proposal 1: Electing Directors

PROPOSAL 1: ELECTING DIRECTORS

Our Board is presenting sixteen (16) nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board. Each director elected at the meeting will serve until the 2022 annual meeting or until a successor is duly elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

Nominee	Age(1)	Principal occupation	Director since	Independent	Other Current U.S.-listed company boards	Committee membership(C = Chair)(3)
John C. Corbett	52	Chief Executive Officer, SouthState and President and Chief Executive Officer of the Bank, Winter Haven, FL	2020	N		Executive Culture
Jean E. Davis	65	Retired, Head of Operations, Technology and E-Commerce, Wachovia Corporation, Charlotte, NC	2017	Y		Compensation Governance and Nominating
Martin B. Davis	58	Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company, Atlanta, GA	2016	Y		Risk – C Audit
Robert H. Demere, Jr.	72 (2)	Chairman and Chief Executive Officer, Colonial Group, Inc., Savannah, GA	2012	Y		Risk
Cynthia A. Hartley	72 (2)	Retired, Senior Vice President of Human Resources, Sonoco Products Company, Hartsville, SC	2011	Y		Compensation Governance and Nominating Culture
Robert R. Hill, Jr.	54	Executive Chairman, SouthState and the Bank, Winter Haven, FL	1996	N	Sonoco Products Company	Executive – C Culture
John H. Holcomb III	69	Retired, Executive Chair, National Commerce Corporation and National Bank of Commerce, Birmingham, AL	2020	N		Executive
Robert R. Horger	70	Partner, Horger Barnwell & McCurry, L.L.P., Orangeburg, SC	1991	N		Executive
Charles W. McPherson	73 (2)	Retired, Chairman, President and Chief Executive Officer, SunTrust Bank, Mid-Florida, Lakeland, FL	2020	Y		Lead Independent Director Audit Governance and Nominating
G. Ruffner Page, Jr.	62	President, McWane, Inc., Birmingham, AL	2020	Y		Risk
Ernest S. Pinner	73 (2)	Retired, Executive Chair, CenterState and CenterState Bank, Winter Haven, FL	2020	N		Executive
John C. Pollok	55	Senior Executive Vice President, SouthState and the Bank, Winter Haven, FL	2012	N		Executive
William Knox Pou Jr.	64	Chairman of the Board, Executive Vice President and Chairman of the Compliance Committee of W.S. Badcock Corporation (dba Badcock Home Furniture & More), Mulberry, FL	2020	Y		Governance and Nominating – C Risk
David G. Salyers	62	Retired, Executive responsible for Growth and Hospitality, Chick-Fil-A, Inc., Atlanta, GA	2020	Y		Culture - C Compensation
Joshua A. Snively	56	President, ADM Global Citrus Platform and President, Florida Chemical Company, LLC, Winter Haven, FL	2020	Y		Compensation – C Risk
Kevin P. Walker	70	Founding Partner, GreerWalker, LLP, Charlotte, NC	2010	Y		Audit – C Risk

(1) Age as of the annual meeting.

(2) Although the bylaws specify a mandatory retirement age of 72, the shareholders approved through shareholder vote and the Company adopted a bylaws amendment in connection with the Merger that permits any person chosen as a director of the Board as of the Merger date to serve on the board for a period of 3 years following the Merger, regardless of such director’s age.

(3) The composition of each Board committee can be found on our website at https://www.southstatebank.com/ under the Committee Charting tab of the Corporate Overview section under “Investor Relations”.

2 SOUTHSTATE

proposal 1: electing directors

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.

Our Board recommends a vote “for” each of the 16 nominees listed below for election as a director (Proposal 1).

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.

John C. Corbett		Age: 52	Director since: 2020
	Chief Executive Officer, SouthState; Chief Executive Officer and President of the Bank	Mr. Corbett was appointed as the Chief Executive Officer of the Company, the President and Chief Executive Officer of the Bank, and to our Board of Directors on June 7, 2020 in connection with the Merger. Before that, he served as the President and Chief Executive Officer of CenterState since July 2015 and was its Executive Vice President from 2007 to 2015. He also served as the Chief Executive Officer and as a director of CenterState Bank, N.A. (“CenterState Bank” and now known as the Bank) (2003 to June 2020) and was CenterState Bank’s Executive Vice President and Chief Credit Officer from 2000 to 2003. Prior to joining CenterState Bank in 1999, he was Vice President of Commercial Banking at First Union National Bank in Florida (1990 to 1999). Mr. Corbett, as a founding leader of CenterState, brings to our Board a strong historical perspective and working knowledge of CenterState, which we believe will contribute considerable value as part of our deliberations and decision-making process. Other U.S.-Listed Company Boards: CenterState (2011 to 2020).

2021 PROXY STATEMENT 3

Proposal 1: Electing Directors

Jean E. Davis		Age: 65	Director since: 2017
	Retired, Head of Operations, Technology and e-Commerce, Wachovia Corporation	Ms. Davis retired as the head of Operations, Technology and e-Commerce of Wachovia Corporation in 2006. She previously served as the Head of Operations and Technology, Head of Human Resources, Head of Retail Banking, and in several other executive, regional executive and corporate banking roles for Wachovia. Ms. Davis brings to our Board extensive knowledge of bank operations and technology, as well as human resources, which are important to our long-term success. In addition, she brings a strong background in retail banking, merger due diligence and merger integration experience.
Martin B. Davis		Age: 58	Director since: 2016
	Executive Vice President, Southern Company Services, and Chief Information Officer, Southern Company.	Mr. Davis has spent nearly 30 years leading complex technology organizations in highly regulated environments. He has been recognized as one of the “50 Most Important African-Americans in Technology” by U.S. Black Engineers & Information Technology magazine and one of the “75 Most Powerful African-Americans in Corporate America” by Black Enterprise. Mr. Davis’ technology-related experience provides our Board with useful insight regarding this area of increasing strategic importance to bank marketing and operations. Mr. Davis serves as a director on the American Heart Association’s Southeast Region Board of Directors (2015 to present) and Piedmont Healthcare’s Board of Directors (2020 to present). He also served as a trustee on Winston-Salem State University Board of Trustees (2006 to 2013).
Robert H. Demere, Jr.		Age: 72	Director since: 2012
	Chairman and Chief Executive Officer, Colonial Group, Inc.	Mr. Demere serves as Chairman and Chief Executive Officer of Colonial Group, Inc., a private petroleum marketing company located in Savannah, Georgia. Mr. Demere has been employed by Colonial Group, Inc. since 1974. As the former President of Colonial Group, Inc., Mr. Demere has attained valuable experience in raising equity in the capital markets. Prior to working for Colonial, Mr. Demere worked as a stockbroker for Robinson-Humphrey Company. Mr. Demere’s business and personal experience, including within certain of the communities that we serve, provides our Board with useful insight. Mr. Demere also served as a director on Savannah Bancorp Inc. Board of Directors (Savannah, Georgia) (1989 to 2012).
Cynthia A. Hartley		Age: 72	Director since: 2011
	Retired, Senior Vice President of Human Resources, Sonoco Products Company	Mrs. Hartley retired in 2011 as Senior Vice President of Human Resources with Sonoco Products Company in Hartsville, South Carolina. Mrs. Hartley’s leadership experience, knowledge of human resource matters, and business and personal ties with many of our market areas, provides our Board with useful insight and enhance her ability to contribute as a director. Ms. Hartley has also served as Chairman and Trustee, Coker College Board of Trustees (Hartsville, South Carolina).

4 SOUTHSTATE

proposal 1: electing directors

Robert R. Hill, Jr.		Age: 54	Director since: 1996
	Executive Chairman, SouthState and the Bank	Mr. Hill was appointed as our Executive Chairman on June 7, 2020 in connection with the Merger. Before that, he served as Chief Executive Officer of the Company from November 6, 2004 to June 7, 2020. Mr. Hill, who joined the Company in 1995, also served as President of the Company from November 6, 2004 to July 26, 2013, and the President and Chief Operating Officer of SouthState Bank from 1999 to November 6, 2004. Mr. Hill brings to our Board an intimate understanding of our business and organization, as well as substantial leadership ability, banking industry expertise, and management experience. Mr. Hill currently serves as a director on the Board of Directors of the Federal Reserve Bank in Richmond Virginia (2010 to 2020). Other U.S.-Listed Company Boards: Sonoco Products Company (2019 to present).
John H. Holcomb III		Age: 69	Director since: 2020
	Retired, Chief Executive Officer, National Commerce Corporation and Chief Executive Officer, National Bank of Commerce	Mr. Holcomb was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He retired as Vice Chair of the National Commerce Corporation upon its merger with CenterState on April 1, 2019, after serving as Executive Chair of the National Commerce Corporation Board from May 2017 to April 1, 2019. He previously served as Chief Executive Officer of National Commerce Corporation and as Chair of the National Commerce Corporation and National Bank of Commerce (“NBC”) Boards from October 2010 to May 2017. From October 2010 until June 2012, Mr. Holcomb also served as Chief Executive Officer of NBC. Prior to joining NBC, Mr. Holcomb served as the Chief Executive Officer, Chairman and Director of Alabama National BanCorporation Board of Directors (1996-2008) and as the Vice-Chairman and Director on the Board of Directors of RBC Bank (USA) (2008-2009). Mr. Holcomb’s long experience as a leading banker in the markets where we currently operate provides our Board with valuable knowledge, particularly as it relates to the correspondent banking business. Other U.S.-Listed Company Boards: CenterState (2019 to 2020); National Commerce Corporation (Chair) (2010 to 2019); and Alabama National Bancorporation (1996 to 2008).
Robert R. Horger		Age: 70	Director since: 1991
	Attorney, Horger Barnwell & McCurry, L.L.P.	Mr. Horger served as Chairman of the Company and the Bank from 1998 until the completion of the Merger on June 7, 2020. He also has served as Vice Chairman of the Company and the Bank, from 1994 to 1998. Mr. Horger has been an attorney with Horger, Barnwell and Reid in Orangeburg, South Carolina, since 1975. During his tenure as Chairman, Mr. Horger has developed knowledge of our business, history, organization, and executive management which, together with his experience and personal understanding of many of the markets that we serve, has enhanced his ability to lead our Board through challenging economic conditions. Mr. Horger’s legal training and experience also enhance his ability to understand our regulatory framework.

2021 PROXY STATEMENT 5

Proposal 1: Electing Directors

Charles W. McPherson		Age: 73	Director since: 2020
	Retired, President and Chief Executive Officer, SunTrust Bank, Mid-Florida	Mr. McPherson was appointed to our Board of Directors on June 7, 2020 in connection with the Merger, and he serves as our lead independent director. He is a retired executive with 38 years of experience as a senior level banking executive in Central Florida. Mr. McPherson served as Chairman, President and Chief Executive Officer of SunTrust Bank, Mid-Florida, a $1.5 billion bank with 26 branches in Central Florida between 1988 and 2008. Previously, he was the President and Chief Executive Officer of Sun First National Bank of Polk County (1986 - 1988); Group President of Sun First National Bank of Polk County (1984 - 1986); President and Chief Executive Officer of Flagship State Bank of Polk County (1979 - 1984); and Executive Vice President of Flagship Bank of Okeechobee (1974 - 1979). Mr. McPherson also served as chairman and director for each of Sun First National Bank of Polk County (1986 to 1988) and Flagship State Bank of Polk County Board of Directors (1979 to 1984). Mr. McPherson’s extensive experience provides our Board with in-depth insight from both the perspective of our industry and its evolution, as well as from the perspective of the primary markets that we serve. Other U.S.-Listed Company Boards: CenterState (2012 to 2020)
G. Ruffner Page, Jr.		Age: 62	Director since: 2020
	President, McWane, Inc.	Mr. Page was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is the President of McWane, Inc., a company involved in the manufacture of pipes, valves, water fittings, fire extinguishers and propane tanks and in various technology industries, since 1999. Mr. Page previously served as Executive Vice President of National Bank of Commerce, a subsidiary of Alabama National Bancorporation, from 1989 until 1994, after which time he accepted employment at McWane, Inc. Mr. Page also served as a director for Alabama National BanCorporation Board of Directors (1995 to 2008). Mr. Page’s experience as the President of one of the largest privately-owned manufacturing companies in the U.S. and understanding of banking as a former financial institution executive provides our Board with valuable strategic insights as we continue to evolve into a leading Southeast regional community bank. Other U.S.-Listed Company Boards: CenterState (2019 to 2020); National Commerce Corporation (Lead Independent Director) (2010-2019); and Alabama National Bancorporation (1996 to 2008).
Ernest S. Pinner		Age: 73	Director since: 2020
	Retired, Chief Executive Officer, CenterState Bank Corporation and CenterState Bank, N.A.	Mr. Pinner was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He previously served as the Chairman of the board of directors of CenterState from January 1, 2020 until the Merger, and as Executive Chairman of the board of directors of CenterState from July 2015 until January 1, 2020. Before that, he served as President and Chief Executive Officer of CenterState. Mr. Pinner has been actively involved in the banking business in Central Florida over the past 50 years. Mr. Pinner was also the Chairman of CenterState’s subsidiary bank. He was the founding President and Chief Executive Officer of CenterState Bank, N.A., which was acquired by CenterState in 2002. He also served as a director for CenterState Bank MidFlorida, N.A which was acquired by CenterState in 2006. Before joining CenterState in 1999, he had a lengthy career with First Union Bank and was the area President and Senior Vice President of First Union National Bank between 1986 and 1999. Mr. Pinner brings to our Board a lifetime of banking experience at all levels of a financial institution (both regional and community banking). Other U.S.-Listed Company Boards: CenterState (Chair) (2002-2020)

6 SOUTHSTATE

proposal 1: electing directors

John C. Pollok		Age: 55	Director since: 2012
	Senior Executive Vice President, SouthState and the Bank	Mr. Pollok was appointed to serve as a Senior Executive Vice President of the Company on June 7, 2020 in connection with the Merger. Before that, Mr. Pollok served as our Chief Financial Officer from March 21, 2012 until the completion of the Merger on June 7, 2020. Before that, he served as our Chief Operating Officer from February 15, 2007 until July 19, 2018. Mr. Pollok also previously served as Chief Operating Officer of SouthState Bank from February 15, 2007 until March 21, 2012. Before that, he served as our Chief Financial Officer from February 15, 2007 until January 3, 2010. Mr. Pollok brings to our Board an overall institutional knowledge of our business, banking industry expertise, and leadership experience.
William K. Pou, Jr.		Age: 64	Director since: 2020
	Chairman and Chief Executive Officer, W.S. Badcock Corporation	Mr. Pou was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is the Chairman of the board, Executive Vice President and Chairman of the Compliance Committee of W.S. Badcock Corporation (dba Badcock Home Furniture & More), where he is responsible for the retail operations of over 373 stores in eight states throughout the Southeastern United States. Mr. Pou has spent his entire adult life with this organization and has been involved in all aspects of its operations including the consumer credit division as well as personally owning and operating several stores between 1979 and 1998 as an independent dealer. He was also a founding director of the First National Bank of Polk County in 1992, one of the initial three banks which were merged together to form CenterState Bank. Mr. Pou brings to our Board more than 30 years of experience and insight in consumer credit and collections, as well as experience and knowledge in operating multi-unit, multi-state operations. Mr. Pou is active in the community, currently serving as a trustee of the board of trustees for Florida Southern College Board (Lakeland, Florida) and Lakeland Regional Health. Other U.S.-Listed Company Boards: CenterState (2012 to 2020)
David G. Salyers		Age: 62	Director since: 2020
	Retired, Executive responsible for Growth and Hospitality, Chick-fil-A, Inc.	Mr. Salyers was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is retired as the executive responsible for growth and hospitality for Chick-fil-A, Inc., the Atlanta based fast food restaurant chain, where he spent his entire 37-year career. From 2019 to 2020, Mr. Salyers served on the Board of Directors of Live Oak Banking Company. He also is active in community activities and has been involved in venture capital partnerships and technology ventures, as well as serves on various boards of several start up organizations. Mr. Salyers was hired recently by the University of Georgia to be the Inaugural Start Up Mentor-In-Residence. Mr. Salyers is the author of the book, “Remarkable!” on company culture. Mr. Salyers’ experience in operating a national service-oriented business and leadership development is considered a valuable asset to our Board as we continue to evolve into a leading Southeast regional community bank with a focus on our customer and employees and developing a distinctive and welcoming culture. Other U.S.-Listed Company Boards: CenterState (2017 to 2020) and Live Oak Bankshares Inc. (2019 to 2020).

2021 PROXY STATEMENT 7

Proposal 1: Electing Directors

Joshua A. Snively		Age: 56	Director since: 2020
	President, ADM Global Citrus Platform; President, Florida Chemical Company, LLC	Mr. Snively was appointed to our Board of Directors on June 7, 2020 in connection with the Merger. He is President of ADM Global Citrus Platform and President of Florida Chemical Company, LLC. ADM acquired Florida Chemical from Flotek Industries, Inc. (Flotek) in March 2019. ADM (NYSE: ADM) is a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company. Mr. Snively currently serves on the Board of Directors of the Citrus Development and Research Foundation. Prior to the acquisition, Mr. Snively was Executive Vice President of Operations for Flotek and President of its wholly owned subsidiary, Florida Chemical Company, Inc. Mr. Snively has been with Florida Chemical since 1995 and was instrumental in transforming the company from a family-owned and operated business to a professionally managed operation with an independent board of directors. Prior to joining Florida Chemical, Mr. Snively was Vice President of Commercial Agriculture Finance at SunTrust Bank and was a commercial lender for Farm Credit of Central Florida. He graduated with a B.S. in Finance and Citrus Management from Florida Southern College. Mr. Snively’s commercial finance experience and his understanding of family owned businesses provides valuable insight our Board as we continue to develop our lending strategy and policy. Other U.S.-Listed Company Boards: CenterState (2012 to 2020)
Kevin P. Walker		Age: 70	Director since: 2010
	CPA and Founding Partner, GreerWalker LLP	Mr. Walker, CPA/ABV, CFE, is a founding partner of GreerWalker LLP in Charlotte, North Carolina. GreerWalker LLP is the largest certified public accounting firm founded and headquartered in Charlotte and currently employs approximately 125 people. Mr. Walker is also a member of the American Institute of Certified Public Accountants, the North Carolina Association of Certified Public Accountants, the Financial Consulting Group, the Association of Certified Fraud Examiners, and the American Arbitration Association Panel of Arbitrators. Mr. Walker’s leadership experience, accounting knowledge and business and personal experience in certain of our markets provides our Board with useful insight and enhance his ability to contribute as a director.

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:

8 SOUTHSTATE

proposal 1: electing directors

✓ 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.

2021 PROXY STATEMENT 9

Corporate Governance

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:

An annually elected Board, with directors serving one-year terms

A majority independent Board, with entirely independent Audit, Compensation, Governance and Nominating, and Risk Committees

Separate roles of Chief Executive Officer and Executive Chairman

Lead Independent Director with clearly defined responsibilities

Executive sessions of independent directors at regularly scheduled Board meetings

Board review and oversight of current and potential risks facing the Company and its business

Annual Board self-assessment guided by Lead Independent Director and the Governance and Nominating Committee and annual Board committee performance evaluations coordinated by each committee

Ongoing required director education

Stock ownership requirements for directors and executive officers and insider trading guidelines

Directors, officer and employees are prohibited from engaging in hedging or pledging transactions

No poison pill

Shareholders owning 10% or more of the Company’s common stock can call a special meeting of shareholders

Mandatory director retirement age of 72 years, subject to certain exceptions

Code of Ethics applicable to all directors, officers and employees

Whistleblower Policy providing a confidential mechanism to report concerns regarding accounting, internal controls, auditing matters, securities law compliance, or any provision of federal law relating to fraud against shareholders

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

10 SOUTHSTATE

Corporate Governance

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:

·    Jean E. Davis	·    G. Ruffner Page, Jr.
·    Martin B. Davis	·    William K. Pou, Jr.
·    Robert H. Demere, Jr.	·    David G. Salyers
·    Cynthia A. Hartley	·    Joshua A. Snively
·    Charles W. McPherson	·    Kevin P. Walker

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:

● 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.

● 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

2021 PROXY STATEMENT 11

Corporate Governance

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:

Executive Chairman of the Board

Lead Independent Director

●  Leads and guides, with the assistance of the Lead Independent Director, the Board in its role of overseeing the direction and management of the Company and the Bank ●  Provides advice, guidance and assistance to the Chief Executive Officer on strategic topics, including business development, capital allocation and potential mergers and acquisitions ●  Participates in meetings and communications with the primary regulators of the Company and the Bank ●  Manages, with the Chief Executive Officer, communications to key stakeholders, including investors, customers, bankers and employees ●  Oversees, with the Chief Executive Officer, the integration of the business and operations of the Company and CenterState following the Merger ●  Calls Board and shareholder meetings ●  Presides at Board and shareholder meetings ●  Approves Board meeting schedules, agendas and materials, with appropriate input from management, the Chief Executive Officer and the Lead Independent Director

●  Serves as a liaison, and facilitates communication, between the Executive Chairman and the independent directors ●  Organizes, convenes and presides over executive sessions of the independent directors and Board meetings at which the Executive Chairman is not present ●  Provides input on meeting schedules and agendas proposed by the Executive Chairman and the Chief Executive Officer and the information to be provided to the directors in conjunction with meetings ●  Serves as an advisor to the Board committees, chairs of the Board committees and other directors ●  At the instruction of the Executive Chairman, ensures that he or she is available for consultation and direct communication with shareholders ●  Calls meetings of the Board, if deemed advisable by the Lead Independent Director ●  Guides, with the Governance and Nominating Committee, the self-assessment of the Board.

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.

12 SOUTHSTATE

Corporate Governance

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

	Audit Committee (2)	Compensation Committee (2)	Governance and Nominating Committee (2) (3)	Risk Committee (2)	Executive Committee	Culture Committee
	Number of 2020 Meetings: 8	Number of 2020 Meetings: 4	Number of 2020 Meetings: 4	Number of 2020 Meetings: 4	Number of 2020 Meetings: 8	Number of 2020 Meetings: 2
Composition of Board Committees from January 1, 2020 through June 6, 2020	Chair: Kevin P. Walker (1) Members: Martin B. Davis Robert H. Demere, Jr. Grey B. Murray	Chair: Cynthia A. Hartley Members: Paula Harper Bethea Thomas J. Johnson James W. Roquemore  Jean E. Davis	Chair: Jean E. Davis Members: Paula Harper Bethea Thomas J. Johnson James W. Roquemore	Chair: Martin B. Davis Members: James C. Cherry Robert H. Demere, Jr. Grey B. Murray Thomas E. Suggs Kevin P. Walker	Chair: Robert R. Horger Members: Paula Harper Bethea Robert R. Hill, Jr. James W. Roquemore Thomas E. Suggs
Composition of Board Committees effective as of the Merger through December 31, 2020	Chair: Kevin P. Walker (1) Members: Martin B. Davis William K. Pou, Jr. Charles W. McPherson (1)	Chair: Joshua A. Snively Members: David G. Salyers Cynthia A. Hartley Jean E. Davis	Chair: William K. Pou, Jr. Members: Charles W. McPherson Jean E. Davis Cynthia A. Hartley	Chair: Martin B. Davis Members: • Kevin P. Walker • G. Ruffner Page, Jr. • William K. Pou, Jr. • Robert H. Demere, Jr. • Joshua A. Snively	Chair: Robert R. Hill, Jr. Members: • John C. Corbett • Ernest S. Pinner • John H. Holcomb III • John C. Pollok • Robert R. Horger	Chair: David G. Salyers Members: • John C. Corbett • Cynthia A. Hartley • Robert R. Hill, Jr.

(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.

(2) 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.

(3) 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.

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.

2021 PROXY STATEMENT 13

Corporate Governance

Audit Key Responsibilities	Compensation Key Responsibilities
●  Oversees the Company’s accounting and financial reporting processes and audits of the Company’s financial statements ●  Oversees the Company’s systems of internal controls regarding finance and accounting ●  Establishes and oversees the internal audit function ●  Supervises the appointment, compensation, retention and work of the Company’s independent auditors ●  Reviews any significant findings in internal audit reports and management’s response to such reports, including any significant instance where employees have not adhered to laws or the Company’s policies, procedures or internal controls ●  Meets with management, internal audit personnel and the Company’s independent auditors each quarter to review the earnings press release and Quarterly Reports on Form 10-Q and, annually, the Annual Report on Form 10-K. ●  Has the opportunity to meet with the independent auditors privately without management present each quarter	●  Oversees the duties of the Board related to executive compensation through establishing goals, evaluating performance and setting compensation ●  Oversees the Company’s compensation plans, policies and programs ●  Oversees the Company’s compensation principles and practices ●  Works with an independent compensation consultant hired by the Committee, which provides advice on the Company’s compensation programs and the amount and form of executive and director compensation, and the risks associated with such program ● Meets with the consultant, with management present and without management present, ● Reviews reports prepared by the consultant and Chief Risk Officer relating to risk’s review of the Company’s compensation program and various incentive plans ● Assesses whether the Company’s compensation incentive programs encourage excessive or unnecessary risks that are reasonably likely to result in a material adverse effect on the Company or could threaten the value of the institution ● Oversees the CEO and executive management succession plans ● See the discussion beginning on page 29 captioned “Compensation Consultant” regarding the services it provided in 2020.
Governance and Nominating Key Responsibilities	Risk Key Responsibilities
●  Oversees the identification of individuals qualified to become Board members ● Oversees the Board’s succession plan ● Oversees and monitors the independence of the Company’s directors ●  Oversees the Company’s corporate governance practices ●  Facilitates the Board’s periodic review of performance by it, its committees and the members of the Board ●  Oversees current and emerging environmental, corporate social responsibility, and governance (“ESG”) matters ● Oversees director training and education	●  Exercises oversight for monitoring the actual risk profile against the Board approved risk appetite statement ●  Oversees the Company’s risk management function ●  Oversees the Company’s policies and infrastructure for monitoring compliance risk, credit risk, operational risk, interest rate risk, liquidity risk, market risk, reputation risk and strategic risk and risks associated with the Bank’s correspondent and mortgage line of business ●  Oversees the risk management policies, strategies and programs established by management to identify, measure, mitigate, monitor and report major risks, including emerging risks, as well as stress testing and capital planning and management ● Oversees D&O Insurance program

14 SOUTHSTATE

Corporate Governance

Culture Key Responsibilities

Executive Key Responsibilities

Culture Key responsibilities ●  Established at completion of the Merger to oversee the overall “tone at the top” of the Company, reflecting the emphasis the Company places on communication of its core values to all stakeholders, training and mentorship, and the strategic initiative to inspire, recruit and reward high-quality employees ● Oversees the development of a culture focused on enhancing employee engagement with all stakeholders ●  Oversees the instillation of our guiding core values into our leaders and employees ●  Oversees the identification, training and mentoring of diverse leaders throughout the organization, including the Board ●  Oversees Human Capital Management initiatives including the Company’s diversity and inclusion program

●  Oversees the general loan committee and asset liability committee of the Company, including the identification, assessment and management of credit risk, monitoring of the Company’s capital planning, interest rate risk, liquidity risk and balance sheet management ●  Oversees the correspondent banking, factoring (Corporate Billing) and wealth divisions ●  Reviews and makes recommendations with respect to the proposed budget for the Company ●  Between meetings of the Board, authorized to exercise authority on behalf of the Board, except with respect to those matters specifically delegated to another Board committee and those matters required by law, the rules and regulations of any securities exchange on which the Company’s securities are listed, or the Company’s or the Bank’s charter or bylaws to be exercised by the full Board

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.

2021 PROXY STATEMENT 15

Corporate Governance

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.

Risk Governance Structure
Our Board provides objective, independent oversight of risk and: • receives quarterly updates from our Audit, Risk and Compensation Committees, providing our Board with a thorough understanding of how the Company manages risk; • receives quarterly risk reporting from management, including a report that addresses and provides updates on key and emerging risks; • oversees senior management's development of the Risk Framework, Risk Appetite Statement and our capital, strategic and financial operating plans; • oversees directly and through committees our financial performance and the adequacy of internal controls as monitored by management; and • approves our Risk Framework and Risk Appetite Statement annually.
Audit Committee Provides primary oversight of financial and accounting reporting; additional risk management oversight by evaluating the effectiveness of the Company's internal controls	Risk Committee Bears primary committee responsibility for overseeing the Risk Framework and material risks facing the Company; receives regular updates from the Management Risk Committee on key and emerging risks	Compensation Committee Oversees the development of the Company's compensation plans and practices with a goal of rewarding performance without encouraging employees to engage in risky practices

16 SOUTHSTATE

Corporate Governance

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.

2021 PROXY STATEMENT 17

Corporate Governance

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.

18 SOUTHSTATE

SHAREHOLDER ENGAGEMENT

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.

2021 PROXY STATEMENT 19

RELATED PERSON AND CERTAIN OTHER TRANSACTIONS

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.

20 SOUTHSTATE

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS

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.

		Other stock units
	Common  stock	Deferred director
	beneficially	Stock	Unvested				Percent
Name	owned (1)	Awards (2)	RSUs		Total		of Class
Directors
John C. Corbett (3)	55,745	—	91,835		147,580		0.21
Jean E. Davis	14,846	232	—		15,078		0.02
Martin Bernard Davis	4,130	232	—		4,362		0.01
Robert H. Demere Jr. (4)	104,994	193	—		105,187		0.15
Cynthia A. Hartley	10,096	232	—		10,328		0.01
Robert R. Hill, Jr. (5)	133,723	—	105,668		239,391		0.34
John H. Holcomb III	45,869	—	—		45,869		0.06
Robert R. Horger	81,093	815	—		86,908		0.12
Charles W. McPherson (6)	12,493	—	—		12,493		0.02
G. Ruffner Page Jr. (7)	188,917	—	—		188,917		0.27
Ernest S. Pinner (8)	54,703	—	—		54,703		0.08
John C. Pollok (9)	89,132	—	11,370		100,502		0.14
William Know Pou Jr. (10)	29,315	—	—		29,315		0.04
David G. Salyers (11)	9,978	—	—		9,978		0.01
Joshua A. Snively (12)	8,464	—	—		8,464		0.01
Kevin P. Walker	14,999	232	—		15,231		0.02
Named Executive Officers
William Matthews (13)	29,521	—	20,970		50,491		0.07
Renee R. Brooks	37,611	—	24,460		62,071		0.09
Greg A. Lapointe	24,415	—	25,258		49,673		0.07
John S. Goettee	22,170	—	17,302		39,472		0.06
All directors and executive officers as a group (20 persons) (14)	972,214	1,936	296,863		1,271,013		1.79
				Common stock		Percent of
Name				Beneficially owned (15)		Class (15)
Beneficial Owners Holding More Than 5%
The Vanguard Group (16)				6,498,763		9.16
100 Vanguard Boulevard
Malvern, PA 19355
BlackRock, Inc. (17)				5,380,668		7.58
55 East 52nd Street,
New York, NY 10055
T. Rowe Price Associates, Inc. (18)				3,863,145		5.44
100 E. Pratt Street
Baltimore, MD 21202
Wellington Management Group LLP (19)				3,694,802		5.21
Wellington Group Holdings LLP
Wellington Investment Advisors Holdings LLP
280 Congress Street
Boston, Massachusetts 02210

(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:

2021 PROXY STATEMENT 21

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS

Name	Options	PSU/RSUs	Restricted Stock	Total
John C. Corbett	—	16,147	—	16,147
Robert R. Hill, Jr.	55,934	—	—	55,934
Robert R. Horger	9,370	—	—	9,370
William Matthews	—	614	—	614
Renee R. Brooks	12,520	—	—	12,520
Greg A. Lapointe	5,540	—	—	5,540
John S. Goettee	5,540	—	—	5,540
John C. Pollok	28,539	—	—	28,539
All directors and executive officers as a group (8 persons)	117,443	16,761	—	134,204

(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.

22 SOUTHSTATE

proposal

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

2020 Director Pay Changes

In January 2020, the Compensation Committee of the pre-Merger SouthState Board set compensation for the directors as follows: (a) annual cash retainer of $50,000, paid in equal quarterly installments; (b) annual equity retainer of $50,000, paid in the form of a grant of RSUs in May 2020, that vests ratably over four quarters; and (c) additional $10,000 annual cash retainer for each of the Audit, Compensation, Governance and Nominating, and Risk Committee chairs, paid in equal quarterly installments. This compensation matched the compensation paid to directors in 2019.

Following the closing of the Merger and based on the Compensation Committee’s assessment of the increased commitment and responsibilities of the post-Merger Board of Directors, the Compensation Committee determined it was appropriate to approve the following adjustments to the annual compensation of our non-employee directors. The changes to cash retainers were effective in the third quarter of 2020, and the changes to equity retainers will be implemented in 2021.

Amount of Cash Retainer	Position
$60,000	Board Members
$25,000	Additional fee to Lead Independent Director
$15,000	Chairs of the Audit, Risk, Governance and Nominating, and Compensation Committees
$61,000	Chair of the Culture Committee
$10,000	Committee Members
Director Equity Retainer
●$50,000, issued in the form of RSUs that vest 25% per quarter over the course of a year.
●  If Board service is terminated due to death, all unvested RSUs will fully vest as of the date of death. If Board service is terminated for any reason other than death, any unvested RSUs outstanding as of the date of termination would be forfeited.
●  Upon a change of control, all unvested RSUs will become fully vested and settled in shares of SouthState common stock.

Any director who is also an employee of SouthState or its subsidiaries (namely, Messrs. Corbett, Pollok and Hill) is not eligible to receive any equity, retainer or fees for service on the Board of Directors, including service as a Chair of a Board committee.

2020 Director Compensation Review

The Compensation Committee is responsible for reviewing, on an annual basis, the compensation paid to our directors and making recommendations to the Board on any adjustments to it. Working with its independent compensation consultant, the Compensation Committee annually assesses SouthState’s director compensation program relative to our peers. In making this assessment, the Compensation Committee reviews (i) the individual pay components of our program relative to the pay components for directors at our peers, (ii) the average total compensation of our board members relative to directors at our peers, and (iii) our aggregate board compensation as compared to our peer group.

Director Deferral Plan

Non-employee directors are permitted to make elections to defer (i) up to 100% of their cash retainer or meeting fees into a deferred income account and (ii) the settlement date with respect to either 50% or 100% of their annual RSU grant. Deferrals are not credited under the deferral plan in respect of deferred RSUs until such RSUs have vested, at which time the director’s account is credited with a deemed investment in the SouthState Corporation Stock Fund equal to the number of shares of Company common stock with respect to which the deferral election was made (net of any shares withheld in respect of applicable tax withholding obligations, if any, related to vesting).

Deferrals credited under the plan are fully vested at all times and are payable (a) with respect to cash retainers, in cash in a single lump sum and/or (b) with respect to amounts deemed to be invested in Company common stock (including the SouthState Corporation Stock Fund and any RSU accounts), in the form of common stock, following the first to occur of the participant’s separation from service or a change in control, subject to the director’s deferral elections.

Stock Retention Requirements; Hedging and Pledging Prohibitions for Non-management Directors

Stock Ownership Requirements. Under our Corporate Governance Guidelines, directors are required to own a minimum five times the director’s annual cash compensation in market value of the Company’s common stock by the end of the fifth anniversary of being elected

2021 PROXY STATEMENT 23

Director Compensation

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:

	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

(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 unvestedshares of restricted stock as shown in the table below:

	Unvested shares of
	restricted stock or
Director	stock units (#)
Jean E. Davis	463
Martin B. Davis	463
Robert H. Demere Jr.	386
Cynthia A. Hartley	463
John H. Holcomb III	—
Robert R. Horger	815
Charles W. McPherson	—
G. Ruffner Page Jr.	—
Ernest S. Pinner	—
William Know Pou Jr.	—
David G. Salyers	—
Joshua A. Snively	—
Kevin P. Walker	463

(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.

24 SOUTHSTATE

proposal

PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION

PROPOSAL 2: APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON-BINDING “SAY ON PAY” RESOLUTION)

Proposal 2 asks shareholders to approve, on an advisory basis, our 2020 executive compensation program. At the 2020 annual meeting of shareholders, 85.37% of the votes cash on the Say on Pay proposal were cast in support of our 2019 compensation of our Named Executive Officers. We believe that offering our shareholders the opportunity to vote on NEO compensation on an annual basis reinforces our commitment to the feedback of our shareholders.

In connection with the Merger, we brought together an executive leadership team with the appropriate strategic vision and experience to guide the Company as it grows into a Southeast regional institution and completed a large, complex integration effort in the midst of the COVID-19 pandemic. Executive compensation paid for 2020 reflects the arrangements that were in place under legacy SouthState and CenterState agreements, as well as payments that were made pursuant to contractual commitments in connection with the Merger, which were designed to incent the executives to successfully merge the institution and complete the integration on time, achieving the merger cost savings and other goals.

Effective January 2021, the Compensation Committee of the Board has approved a performance-based executive compensation program applicable to each of our Named Executive Officers (“NEO”), including the CEO, which is designed to reflect our guiding principles of soundness, profitability and growth, and to align 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.

In making a decision on whether to approve our pay practices for our NEOs, we ask that you consider the description of our executive compensation program provided in the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narratives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to vote “FOR” the following resolution:

“Resolved, that the shareholders approve the compensation paid to SouthState’s NEOs, as described in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures in the Company’s 2021 Proxy Statement.”

Your vote on this proposal, which is required by Section 14A of the Exchange Act, is “advisory” and will serve as a non-binding recommendation to the Board. The Compensation Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements.

Our Board unanimously recommends a vote “for” approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) (Proposal 2).

2021 PROXY STATEMENT 25

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

1.     Executive Summary

a.       Our Named Executive Officers

Our NEOs for 2020 are identified below, with their pre- and post-Merger titles, and include the current and former Chief Executive Officer and Chief Financial Officer of the Company and our next three most highly-compensated executive officers. While we consider the Merger between SouthState and CenterState to be a “Merger-of-Equals,” following the accounting treatment of the Merger, SouthState was determined to be the accounting acquirer. As a result, for purposes of determining whether any legacy CenterState executive officers qualified as NEOs for 2020 as one of the three most highly-compensated executive officers (other than the CEOs and CFOs), only compensation earned or paid as an executive officer of SouthState from June 7, 2020, the closing date of the Merger, through December 31, 2020, was taken into account. This resulted in no legacy CenterState executive officers (other than the CEO and CFO) being NEOs.

Named Executive Officers	Pre-Merger Title	Post-Merger Title	Years of Service (1)
John C. Corbett	President and CEO of CenterState	CEO of the Company and President and CEO of the Bank	21
Robert R. Hill Jr. (2)	CEO	Executive Chairman of the Company and the Bank	25
William E. Matthews V	CFO of CenterState	CFO of the Company and the Bank	10
Renee R. Brooks	Chief Operating Officer	Chief Operating Officer of the Company and the Bank	25
Greg A. Lapointe	President of SouthState Bank	Chief Banking Officer of the Company	12
John S. Goettee	President of SouthState Bank’s South Carolina and Georgia Markets	Central Banking Group President	15
John C. Pollok (2)	CFO	Senior Executive Vice President of the Company	25

(1) Reflects combined years of service at SouthState and CenterState. With regard to Mr. Matthews, this figure also includes his tenure as CFO of NCOM.

(2) Mr. Hill also serves as our Executive Chairman of our Board, and Mr. Pollok serves as a member of our Board.

The following provides a brief biographical description of each of our NEOs, other than Messrs. Corbett, Hill, and Pollok for whom we have provided biographical information for them under the Board biographical information above. All positions held by each of our NEOs, including the period each such position has been held, a brief account of their business experience during at least the past five years and certain other information is provided below. Information concerning directorships, committee assignments, minor positions and peripheral business interests have not been included.

● William E. Matthews V, age 56, was appointed as our Chief Financial Officer on June 7, 2020 in connection with the Merger. Before that, he served as Executive Vice President and Chief Financial Officer of CenterState and CenterState Bank (2019 to June 7, 2020); President and Chief Financial Officer of NCOM (2018 to 2019); Chief Financial Officer of NCOM and NBC (2011 to 2019); NCOM and NBC Board member (2010 to 2019, Vice Chair 2012 to 2019); Partner at New Capital Partners, Birmingham, Alabama (2009 to 2011); Chief Financial Officer of RBC Bank (USA) (2008 to 2009); Executive Vice President and Chief Financial Officer of Alabama National Bancorporation (1998 to 2008).

● Renee R. Brooks, age 51, was appointed as our Chief Operating Officer in 2018. Before that, she served as the Company’s Chief Risk Officer (2016 to 2017); Chief Administrative Officer (2012 to 2017) and as Corporate Secretary (2009 to 2014). Prior to 2009, Ms. Brooks held various leadership positions with SouthState Bank, including Commercial Banking Manager and Head of Retail Banking (1996 to 2009).

● Greg Lapointe, age 57, was appointed as our Chief Banking Officer on June 7, 2020 in connection with the Merger. Before that, he served as President of SouthState Bank from 2018 to June 7, 2020, as the Northern Group President (2013 to 2018), and Western Group President (2009 to 2013). Prior to joining SouthState Bank, Mr. Lapointe served in various leadership positions with Wells Fargo & Company and Bank of America, N.A. and their respective predecessor banks (1985 to 2009).

● John S. (“Jack”) Goettee, age 63, was appointed as our Senior Executive Vice President and Central Banking Group President of the Company in connection with the Merger. Before that, he served as Senior Executive Vice President and Southern Banking

26 SOUTHSTATE

Compensation Discussion and Analysis

Group President of SouthState Bank (2018 to June 7, 2020); Executive Vice President and Southern Banking Group President of SouthState Bank (2013 – 2018); Executive Vice President of the Bank (2005 – 2013); and various leadership positions throughout the Carolinas with Bank of America, N.A. and its respective predecessor banks (1981 to 2005).

b.       2020 Executive Compensation Highlights

2020 was a unique year and our accomplishments have laid the foundation for long-term soundness, profitability and growth. Our accomplishments during the year include:

	Completing a merger of equals, creating a $38 billion Southeast regional bank with 285 offices in 6 states
	Earning a record adjusted Pre-Provision Net Revenue(1) of $629 million with minimal net charge-off of 2 basis points
	Originating approximately 20,000 Paycheck Protection Loans totaling $2.4 billion to small business customers throughout our footprint
	Enhancing our capital structure through completion of a $200 million subordinated debt issuance at CenterState shortly before Merger closing
	Converting to a work from home environment for approximately 91% of non-customer facing employees while safely serving customers from our branch while the COVID-19 pandemic continued
	Implementing a new online/mobile banking platform to almost 300,000 SouthState customers
	Rolling out a new website built on a best-in-class platform
	Expanding our Correspondent Division with agreement to acquire Duncan-Williams, Inc.(2)
	Receiving an investment grade credit rating from Moody’s

(1) Adjusted PPNR is a Non-GAAP financial measure that excludes the impact of merger-related expenses on a combined business basis, 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.

2020 was a highly unusual year for our compensation program. In order to successfully undertake and complete the Merger, certain payments and adjustments to outstanding equity awards were required under our NEOs’ legacy employment agreements and the terms of the Merger Agreement. In addition, we put in place new one-time transition and integration awards, which are described further below under the discussion entitled “Our 2020 Executive Compensation – Merger Synergy Awards” on page 37. Finally, our regular annual long-term incentive awards were made to SouthState executive officers in the form of time-vesting RSU awards due to the difficulty of assessing performance with the Merger closing in mid-year. For further information on our 2020 long-term incentive awards, please see the discussion entitled “Our 2020 Executive Compensation” beginning on page 33.

Effective January 2021, the Compensation Committee of the Board has approved a going-forward performance-based executive compensation program applicable to each of our NEOs, including the CEO, described below. 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.

Further information about our compensation philosophy and our pay practices are contained in the discussion entitled “Executive Compensation Governance.”

2.     Executive Compensation Governance

a.       Pay Evaluation and Decision Process

SouthState’s executive compensation program is structured to be performance-based to align total compensation with SouthState’s guiding principles of soundness, profitability and growth and to the achievement of financial and strategic goals, although as is discussed

2021 PROXY STATEMENT 27

Compensation Discussion and Analysis

further throughout this disclosure, the Merger required us to put in place a number of unique arrangements to comply with existing contractual obligations and to promote and incentivize a smooth transition and integration, which arrangements are not reflective of our normal ordinary-course compensation program. While the program provides a variety of compensation elements designed to provide a comprehensive and competitive pay package, a meaningful portion of total compensation is typically variable and tied to future shareholder return, thereby rewarding our NEOs and other executives for pursuing strategies that are expected to maximize shareholder value over time without exposure to excessive risk. Our Compensation Committee has the primary responsibility for approving our compensation strategy and philosophy, and the compensation programs applicable to our NEOs.

The Compensation Committee annually reviews and validates its compensation philosophy with the assistance of the Compensation Committee’s independent compensation consultant. The purpose of the review is to ensure that compensation decisions made by the Compensation Committee and the Board of Directors are consistent with this philosophy. The fundamental philosophy of our compensation program is to offer competitive compensation opportunities for executive officers that:

When setting compensation, the Compensation Committee considers various factors that indicate successful management, including:

● Company, line of business and individual performance (both financial and non-financial)

● Adherence to sound risk management policies

● Year over year performance

● Performance as compared to competitor peer group

● Promotion of the core values of the Company

Our CEO works closely with the Compensation Committee in establishing executive compensation and overall bonus and incentive payments. The CEO evaluates the performance of the other senior executives, and, based on these performance evaluations, market compensation surveys, and other data, he makes compensation recommendations, including with respect to incentive compensation payments, to the Compensation Committee and shares with its members the basis for his recommendations. The Compensation Committee, at its discretion, may accept, approve, reject or modify the CEO’s recommendation. With respect to the compensation of the CEO, evaluates the CEO’s performance and determines his compensation without the CEO present, taking into consideration the recommendations of the Executive Chair.

Taking these factors into consideration, the Compensation Committee exercises its discretion and authority granted by the Board to determine the appropriate compensation for the CEO and each NEO and to recommend the CEO compensation to the full Board for approval. The Compensation Committee continues to assess our pay practices to balance risks with our commitment to link NEO pay to our performance while maintaining executive compensation programs that are market competitive and shareholder aligned.

b.       Compensation Risk Management Features

Our Compensation Committee believes that the design and governance of our executive compensation program encourage executive performance consistent with the highest standards of risk management.

i.       Pay Practices

The Compensation Committee has implemented pay and governance practices that reinforce our principles, support sound risk management and align with our shareholders:

28 SOUTHSTATE

Compensation Discussion and Analysis

Pay Practices

✓    Pay for Performance: We apply a framework based on soundness, profitability and growth goals to drive short-term and long-term shareholder value.  

✓   Annual Say On Pay Vote:We conduct an annual Say On Pay vote, and over the past three years, over 84% of our shareholders approved our executive compensation program.

✓    Stock Ownership Guidelines:We maintain strict stock ownership requirements for our Executive Leadership and Directors.

✓    Strong Pledging and Hedging Prohibitions: Executive Leadership and Directors are prohibited from pledging or hedging/speculative trading in shares of SouthState stock.

✓    Independent Compensation Consultant:We engage an independent compensation consultant who reports directly to the Compensation Committee.

✓    Clawback Policy:Our clawback policy allows us to reduce incentive compensation that would otherwise be payable in connection with nonperforming assets.

✓    Responsible Equity Grant Practices: We use the average of the closing price of our common stock for the preceding month to determine the number of PSU or RSU awards, but recognize the expense of all share-based awards in our income statement over the award’s minimum required service period.

⌧   No Excise Tax Gross-Ups: For new change in control agreements, we will not providegross-up payments for excise taxes.  

⌧   No Single Trigger Contracts:  For new change in control agreements, we will not provide single trigger severance payments.

⌧   Severance Based upon Cash Compensation:  Going forward, we will provide severance that is based only on cash compensation.  

⌧   No Repricing: We do not allow for repricing of stock options without our shareholders’ consent.

ii.       Impact of Compensation Practices on Risk Management

The Company’s incentive governance process includes a framework for developing new incentive compensation policies and procedures and a robust risk review process that is designed to comply with applicable law. The Compensation Committee has ultimate authority regarding all incentive plans. An Incentive Compensation Committee at the management level reviews and approves annual incentive plans or changes to incentive plans. Incentive Plans are reviewed with the Compensation Committee on an annual basis. The Compensation Committee reviews and approves any material changes to incentive plans The Incentive Compensation Committee is also responsible for reviewing the annual risk review process of incentive plans and monitors business line compliance with the approved incentive plans. Annual incentive plan risk assessments are reviewed and approved by the Compensation Committee annually. For additional information, please see the discussion captioned “Compensation Risk Management Policies and Practices” on page 18.

We believe that our layered compensation governance approach, which includes offering a mix of fixed and variable compensation, completing scheduled incentive plan risk review assessments, setting appropriate performance metrics that reward performance without encouraging excessive risk, and monitoring incentive plan awards, allows us to effectively mitigate excessive risk. The Chief Risk Officer presented the 2021 incentive plan and risk review analysis for 2021 plans to the Compensation Committee, and based on its deliberations, the Compensation Committee concluded that our compensation and incentive plans and practices for 2020 and 2021 do not create risks that are likely to have a material adverse effect or would cause plan participants to take unnecessary risks.

c.       Role of Compensation Consultant

The Compensation Committee engages an independent compensation consultant to provide market reference perspective and serve as an advisor. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. Further, the Compensation Committee has the sole authority to engage a compensation consultant and approve the independent compensation consultant’s fees and other retention terms. During 2020 (and in CenterState’s case, only up to the effective date of the Merger), the Compensation Committee of each of SouthState and CenterState retained McLagan, an Aon Company, to act as an independent compensation consultant to each such company. Because each NEO remained subject to the executive compensation plan in place by the company that employed such NEO immediately prior to the Merger, the discussion below includes the services performed by McLagan for each of SouthState and CenterState (up to the date of the Merger).

McLagan performed a review of our director and executive compensation programs, provided peer group analyses, and advised on regulatory developments, corporate governance and best practice trends. The Compensation Committee considered the independence of McLagan in light of applicable SEC rules and The Nasdaq Stock Market listing standards. The Compensation Committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The following factors were

2021 PROXY STATEMENT 29

Compensation Discussion and Analysis

considered: (1) services other than compensation consulting provided to us by McLagan; (2) fees paid by us as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors of McLagan and a member of our Compensation Committee; (5) any stock of the Company owned by the senior advisors of McLagan; and (6) any business or personal relationships between our executive officers and the senior advisors of McLagan. The Compensation Committee discussed these considerations and concluded that the work performed by McLagan and McLagan’s senior advisors involved in the engagements did not raise any conflict of interest.

During 2020, the compensation consultant provided the following services to the SouthState Compensation Committee:

● provided data and analysis to the Compensation Committee regarding compensation related trends in the banking industry;

● reviewed and advised the Company on the composition of our peer group of publicly-traded financial institutions (see page 38 for peer group)

● reviewed the Company’s total compensation philosophy for reasonableness and appropriateness;

● reviewed overall compensation levels;

● reviewed the competitiveness of the compensation elements currently offered by the Company to its top executives, including base salary, annual incentive or bonus, long-term incentives (stock options, restricted stock, RSUs and PSUs), all other compensation, and changes in retirement benefits as compared to that of the customized peer group;

● advised the Compensation Committee regarding the compensation of outside directors, including the competitiveness of its elements as compared to the defined peer group;

● recommended and made observations regarding the potential alignment of the Company’s executive compensation practices with the Company’s overall business strategy and culture relative to the market as defined by the peer group (including a review of the current performance based programs with respect to the annual cash incentives and annual equity grants);

● interacted with management to obtain compensation and benefits data, as well as other relevant information that is not available from public sources, to understand the scope of the various executive jobs in order to provide accurate benchmarking and confirm accurate and up-to-date factual and data analyses;

● provided market and peer data and recommendations on executive management compensation;

● advised management and the Compensation Committee regarding the implications of the Merger on compensation programs;

● assisted the Company in its preparation of compensation disclosures as required under Regulation S-K with respect to this Proxy Statement and associated tables and disclosures included herein by reference; and

● assisted the Company with the development of the Company’s 2020 Omnibus Incentive Plan.

Merger Recommendations. In connection with developing a comprehensive and suitable executive compensation plan for the post-Merger Company, McLagan met with each of the Company and CenterState independently to discuss the ramifications of the Merger and proposed a compensation structure following such discussions and analysis. In this capacity, McLagan suggested and utilized a peer group using criteria that was appropriate for the post-Merger Company. The Compensation Committee of each of the Company and CenterState reviewed and discussed the various considerations comprising the recommendation, and each adopted the executive compensation structure described in this Proxy. For a discussion of the peer group utilized in this process, see the peer group discussion beginning on page 38 under “Other Compensation Topics – Competitor Groups – Peer Benchmarking.”

Fees Paid to Compensation Consultants. The aggregate fees paid by the Company to McLagan in 2020 for determining or recommending the amount or form of executive and director compensation totaled $260,692.21. CenterState paid an additional $129,212.86 in compensation to McLagan for determining or recommending the amount or form of executive and director compensation.

3.     Our 2021 Compensation Program

As noted, effective January 2021, the Compensation Committee of the Board has approved a going-forward performance-based executive compensation program which is designed to reflect our guiding principles of soundness, profitability and growth, and to align 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. The discussion that follows highlights the components of this going forward program. The components of 2020 executive compensation are discussed in “Our 2020 Executive Compensation” beginning on page 33.

30 SOUTHSTATE

Compensation Discussion and Analysis

a.       Executive Pay Components and Variable Pay Mix

The elements of our executive compensation program for 2021 include:

Base salary	Performance Based Annual Cash Incentive Program (“AIP”)	Long Term Incentive Program (“LTIP”)
Annually reviewed by the Compensation Committee; reflects scope of responsibili- ties based on years of experi- ence, performance, skills and knowledge	Designed to (i) encourage, recognize and reward achievement of performance metrics, (ii) reward NEOs for shareholder value creation, and (iii) align NEO and shareholder interests	Designed to reward NEOs for shareholder value creation, to align NEO and shareholder interests, and to retain and motivate talented NEOs. Equity-based and provided under shareholder-approved plans that permit granting a variety of equity-based awards (restricted stock, PSUs, RSUs) 3 year term
Provides income stability to allow NEOs to focus on the execution of strategic goals and to attract and retain highly qualified NEOs	Provides short-term variable pay for the performance year by non-CEO executives	Performance Share Units (“PSUs”) Rewards achievement of corporate, team and individual performance metrics over a prescribed term	Restricted Share Units (“RSUs”) Rewards sustainable long-term appreciation of the Company’s stock price and aligns NEO compensation with stock price appreciation
		80% of LTIP opportunity	20% of LTIP opportunity

b.       Base Salaries

We pay base salaries to attract, reward and retain senior executives in order to compete for talent. Each year, the Compensation Committee reviews the salaries of our NEOs as a percentage of total target compensation and makes appropriate adjustments to maintain competitive market levels, which are based on the experience and scope of responsibilities of each NEO.

As discussed below, the Company did not increase salaries for our NEOs in 2020 until the effective date of the Merger. On May 28, 2020, the Compensation Committee approved increases to the base salaries of each of our NEOs (other than Messrs. Corbett and Matthews) to reflect base salaries competitive within the peer group that was adopted after the completion of the Merger and set base salaries for each of Messrs. Corbett and Matthews in connection with their positions, respectively, of CEO and CFO upon closing the Merger. For more information, see the table setting for pre- and post-Merger salaries and discussion entitled “Our 2020 Executive Compensation – Base Salaries” beginning in page 34.

The Compensation Committee will evaluate base salaries of the NEOs during the third quarter of 2021 and any increase will be effective January 1, 2022.

c.Annual Cash Incentive and Long-Term Incentive Plans

The table below summarizes the components of each of the Annual Cash Incentive Plan (“AIP”) and Long-Term Incentive (“LTI”) Plan approved by the Compensation Committee for 2021, including the performance metrics that are being applied, and purpose for including such components.

The Compensation Committee annually selects eligible employees who will participate in the AIP and sets the amount of each participant’s threshold, target and maximum award that can be awarded under the AIP, determined as a percentage of the participant’s base salary. In addition, the Compensation Committee selects eligible employees for the LTI plan and establishes the form of LTI awards and the related performance conditions in a manner designed to align the interests of our executives with those of our shareholders. For 2021, the metrics for receiving AIP and LTI awards are as set forth below:

2021 PROXY STATEMENT 31

Compensation Discussion and Analysis

•  Adjusted Earnings Per Share(2) (“EPS”) (40%): Measures growth, profitability and our return on investment. The Compensation Committee believes EPS is a meaningful performance metric because it has a long-term correlation with shareholder value. •  Adjusted PPNR(3) (40%): Measures the core profitability of the Company before consideration of provisions for credit losses. The measure is widely used by investors and analysts to measure profitability excluding any cost or benefit of provision expense or release. •  NPA/Loans + ORE(4) (20%): Measures the level of non-performing assets. The measure is widely used by investors and analysts to measure asset quality, which is critical to the Company's soundness.

•  TBV Growth(5) (40%): The Compensation Committee believes this measure correlates with growth in the per share value of the Company. Using a 3-year cumulative approach encourages strong performance over a sustained period of time. Awarded in the form of PSUs. •  3-Year Cumulative Return on Average Tangible Common Equity (“ROATCE”) (40%): The Compensation Committee believes that ROATCE is meaningful because it measures the Company's capital formation rate and its ability to fund growth and capital returns to shareholders. Using a 3-year cumulative approach encourages strong performance over a sustained period of time. Awarded in the form of PSUs. •  Time-Vested (20%): Awarded in the form of RSUs at target opportunity and vests ratably over 3 years from the grant date.

(1) Adjusted EPS, PPNR and ROATCE are non-GAAP financial measures that exclude the impact of branch consolidation and merger-related expenses, gains or losses on AFS securities, and one-time adjustments such as FHLB Advances prepayment penalty, swap termination expense, income tax benefit/cost related to the carryback of tax losses under the CARES Act, and one-time tax adjustments (positive or negative) resulting for federal and state tax examinations for tax years outside of the measurement period. Adjusted ROATCE also excludes after-tax amortization of intangibles.

(2) Adjusted net income divided by the weighted average diluted shares outstanding.

(3) Adjusted net income before tax and before provision for credit losses (including unfunded commitments).

(4) Non-performing assets divided by the sum of loans plus repossessed real estate on an absolute basis and as compared to our peers.

(5) Compound tangible book value growth per share plus cumulative dividends per share over the measurement period but excluding: (a) the impact of Merger-related expenses associated with the Merger occurring after the start of the measurement period; (b) the impact of share repurchase activity on the Tangible Book Value per share plus cumulative dividends per share calculation; and (c) the Tangible Book Value impact of the Duncan-Williams acquisition, including associated merger-related expenses occurring after the start of the measurement period.

The 2021 AIP and LTI opportunities as a percentage of base salary for each of the NEOs are outlined in the table below.