Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 3, 2022, SouthState Corporation (the "Company") announced that Greg
A. Lapointe, the Company's Chief Banking Officer, will retire from the Company,
effective December 31, 2023 (the "Retirement Date"). Mr. Lapointe will continue
to serve as Chief Banking Officer until April 1, 2023, at which time he will
transition to the role of Senior Banking Advisor until the Retirement Date in
order to facilitate a smooth transition to a new Chief Banking Officer. Richard
Murray, current President of the Company, will take over Mr. Lapointe's
responsibilities as Chief Banking Officer as of April 1, 2023.
In connection with the transition of his duties, Mr. Lapointe and SouthState
Bank, N.A. (the "Bank") have entered into an amendment to the Employment
Agreement, originally dated as of January 25, 2020 between Mr. Lapointe and the
Bank (such amendment, the "Employment Agreement Amendment" and the Employment
Agreement, as amended by the Employment Agreement Amendment, the "Amended
Employment Agreement"). The Amended Employment Agreement will become effective
on April 1, 2023 (the "Transition Date") and the term of Mr. Lapointe's
employment under the Amended Employment Agreement will end on the Retirement
Date (the period from the Transition Date through the Retirement Date, the
"Transition Period"). Under the Amended Employment Agreement, Mr. Lapointe will
transition from Chief Banking Officer to the role of Senior Banking Advisor to
the Company and the Bank. During the Transition Period, Mr. Lapointe will
continue to receive his same compensation and benefits, and will be eligible for
his 2022 cash bonus and his equity-based incentive compensation opportunities
for 2023. In connection with his termination of employment on the Retirement
Date, Mr. Lapointe will not be entitled to receive any cash severance under the
Amended Employment Agreement, but he will receive the following benefits,
subject to his execution and non-revocation of a release of claims, (i) subject
to his compliance with the non-competition, non-solicitation and no-hire
obligations contained in the Amended Employment Agreement, continued vesting of
his then-outstanding restricted stock unit and performance stock unit grants in
accordance with their terms (including with respect to accrual and payment of
dividend equivalents during the applicable vesting period), (ii) vested but
unexercised stock options will remain exercisable for a period of five years,
and (iii) medical and dental insurance coverage under COBRA for 18 months, at
Mr. Lapointe's expense.
Mr. Lapointe will remain subject to the post-termination non-competition,
non-solicitation and no-hire obligations applicable to Mr. Lapointe for a period
of 24 months following the Retirement Date. Mr. Lapointe will also remain
subject to his existing confidentiality and non-disparagement obligations.
The foregoing summary of the Employment Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended Employment Agreement, a copy of which will be filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press release dated October 3, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
Cautionary Statement Regarding Forward Looking Statements
Statements included in this communication, which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on, among other things, management's beliefs, assumptions,
current expectations, estimates and projections about the financial services
industry,
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the economy and SouthState. Words and phrases such as "may," "approximately,"
"continue," "should," "expects," "projects," "anticipates," "is likely," "look
ahead," "look forward," "believes," "will," "intends," "estimates," "strategy,"
"plan," "could," "potential," "possible" and variations of such words and
similar expressions are intended to identify such forward-looking statements.
SouthState cautions readers that forward-looking statements are subject to
certain risks, uncertainties and assumptions that are difficult to predict with
regard to, among other things, timing, extent, likelihood and degree of
occurrence, which could cause actual results to differ materially from
anticipated results. Such risks, uncertainties and assumptions, include, among
others, the following: (1) economic downturn risk, potentially resulting in
deterioration in the credit markets, inflation, greater than expected
noninterest expenses, excessive loan losses and other negative consequences,
which risks could be exacerbated by potential continued negative economic
developments resulting from the Covid19 pandemic, or from federal spending cuts
and/or one or more federal budget-related impasses or actions; (2) interest rate
risk primarily resulting from the interest rate environment, rising interest
rates, and their impact on the Bank's earnings, including from the correspondent
and mortgage divisions, housing demand, the market value of the bank's loan and
securities portfolios, and the market value of SouthState's equity; (3) risks
related to the merger and integration of SouthState and Atlantic Capital
including, among others, (i) the risk that the cost savings and any revenue
synergies from the merger may not be fully realized or may take longer than
anticipated to be realized, (ii) the risk that the integration of Atlantic
Capital's operations into SouthState's operations will be materially delayed or
will be more costly or difficult than expected or that the parties are otherwise
unable to successfully integrate Atlantic Capital's businesses into SouthState's
businesses, (iii) the amount of the costs, fees, expenses and charges related to
the merger, and (iv) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the merger; (4)
risks relating to the continued impact of the Covid19 pandemic on the Company,
including possible impact to the Company and its employees from contacting
Covid19, and to efficiencies and the control environment due to the changing
work environment and to our results of operations due to government stimulus and
other interventions to mitigate the impact of the pandemic; (5) the impact of
increasing digitization of the banking industry and movement of customers to
on-line platforms, and the possible impact on the Bank's results of operations,
customer base, expenses, suppliers and operations; (6) controls and procedures
risk, including the potential failure or circumvention of our controls and
procedures or failure to comply with regulations related to controls and
procedures; (7) potential deterioration in real estate values; (8) the impact of
competition with other financial institutions, including pricing pressures
(including those resulting from the CARES Act) and the resulting impact,
including as a result of compression to net interest margin; (9) risks relating
to the ability to retain our culture and attract and retain qualified people;
(10) credit risks associated with an obligor's failure to meet the terms of any
contract with the bank or otherwise fail to perform as agreed under the terms of
any loan-related document; (11) risks related to the ability of the company to
pursue its strategic plans which depend upon certain growth goals in our lines
of business; (12) liquidity risk affecting the Bank's ability to meet its
obligations when they come due; (13) risks associated with an anticipated
increase in SouthState's investment securities portfolio, including risks
associated with acquiring and holding investment securities or potentially
determining that the amount of investment securities SouthState desires to
acquire are not available on terms acceptable to SouthState; (14) price risk
focusing on changes in market factors that may affect the value of traded
instruments in "mark-to-market" portfolios; (15) transaction risk arising from
problems with service or product delivery; (16) compliance risk involving risk
to earnings or capital resulting from violations of or nonconformance with laws,
rules, regulations, prescribed practices, or ethical standards; (17) regulatory
change risk resulting from new laws, rules, regulations, accounting principles,
proscribed practices or ethical standards, including, without limitation, the
possibility that regulatory agencies may require higher levels of capital above
the current regulatory-mandated minimums and including the impact of the CARES
Act, the Consumer Financial Protection Bureau regulations, and the possibility
of changes in accounting standards, policies, principles and practices,
including changes in accounting principles relating to loan loss recognition
(CECL); (18) strategic risk resulting from adverse business decisions or
improper implementation of business decisions; (19) reputation risk that
adversely affects earnings or capital arising from negative public opinion; (20)
cybersecurity risk related to the dependence of SouthState on internal computer
systems and the technology of outside service providers, as well as the
potential impacts of internal or external security breaches, which may subject
the company to potential business disruptions or financial losses resulting from
deliberate attacks or unintentional events; (21) reputational and operational
risks associated with environment, social and governance (ESG) matters,
including the impact of recently issued proposed regulatory guidance and
regulation relating to climate change; (22) greater than expected noninterest
expenses; (23) excessive loan losses; (24) potential deposit attrition, higher
than expected costs, customer loss and business disruption associated with the
Atlantic Capital integration, and potential difficulties in maintaining
relationships with key personnel; (25) reputational risk and possible higher
than estimated reduced revenue from
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announced changes in the Bank's consumer overdraft programs; (26) the risks of
fluctuations in market prices for SouthState common stock that may or may not
reflect economic condition or performance of SouthState; (27) the payment of
dividends on SouthState common stock, which is subject to legal and regulatory
limitations as well as the discretion of the board of directors of SouthState,
SouthState's performance and other factors; (28) ownership dilution risk
associated with potential acquisitions in which SouthState's stock may be issued
as consideration for an acquired company; (29) operational, technological,
cultural, regulatory, legal, credit and other risks associated with the
exploration, consummation and integration of potential future acquisitions,
whether involving stock or cash consideration; (30) major catastrophes such as
hurricanes, tornados, earthquakes, floods or other natural or human disasters,
including infectious disease outbreaks, such as the ongoing Covid19 pandemic,
and the related disruption to local, regional and global economic activity and
financial markets, and the impact that any of the foregoing may have on
SouthState and its customers and other constituencies; (31) terrorist activities
risk that results in loss of consumer confidence and economic disruptions; and
(32) other factors that may affect future results of SouthState, as disclosed in
SouthState's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, filed by SouthState with the U.S. Securities and
Exchange Commission ("SEC") and available on the SEC's website at
http://www.sec.gov, any of which could cause actual results to differ materially
from future results expressed, implied or otherwise anticipated by such
forward-looking statements.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. SouthState does not undertake any
obligation to update or otherwise revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required
by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue
reliance on such statements.
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