🔥 What This Document Is — Your Shareholder Guidebook

This is a DEF 14A, also known as a Proxy Statement. Think of it as an invitation and instruction manual for Southern First Bancshares' upcoming Annual Meeting of Shareholders.

👉 Why it matters: This document tells you what's being voted on, who is running the company, how much the top bosses are paid, and gives you the details you need to make informed voting decisions as an owner. It’s your chance to have a say.

Meeting Date: May 19, 2026, at 9:30 a.m. Eastern Time.
Location: 6 Verdae Boulevard, Greenville, South Carolina 29607.
Record Date: March 20, 2026. You must own shares by this date to vote.
Shares Outstanding: 8,247,710 as of the record date.

🏢 What The Company Does — A Local Bank with Deep Roots

👉 In simple terms, Southern First Bancshares is the parent company of Southern First Bank, a community bank based in Greenville, South Carolina.

They operate like a traditional bank, taking deposits from customers and making loans (like mortgages and business loans) to others in the communities they serve. Their focus is on building relationships in the South Carolina and surrounding markets.

🗳️ The Three Key Votes on the Ballot

Shareholders have three main items to vote on at this year's meeting.

1. electing the Board of Directors

You are voting to elect 16 directors who will oversee the company and represent your interests. This is a big deal because it's the first time the entire board is elected annually.

👉 Why it matters: A "classified board" where directors serve multi-year terms was phased out. Now, every director faces a shareholder vote each year, making the board more accountable to you, the owner.

2. "Say-On-Pay" (An Advisory Vote)

You are being asked to approve the compensation paid to the company's top executives (the "Named Executive Officers").

👉 Why it matters: This vote is non-binding, but it's a powerful signal to the board about whether shareholders think executive pay is fair and aligned with company performance.

3. Ratifying the Auditor

You are voting to approve the selection of Elliott Davis, LLC as the independent accounting firm for 2026.

👉 Why it matters: This is a routine but important check on the company's financial reporting. It’s like approving the referee for the financial game.

👥 Meet the Leadership Team

The Board Nominees

The 16 nominees are a mix of long-serving directors and fresh faces, all with deep ties to business, finance, law, and the local community. Key members include:

James B. Orders, III (Chairman): Retired president of a manufacturing company, director since 1999.
R. Arthur Seaver, Jr. (CEO): One of the bank's founders, with over 37 years in banking.
New Directors (2025): Jennifer S. Cluverius (attorney), Darrin Goss, Sr. (nonprofit CEO), and William M. McClatchey, Jr. (real estate executive).

The Executive Officers

The day-to-day management team, not all of whom are on the board:

Calvin C. Hurst, President: Former TD Bank regional VP.
Christian J. Zych, CFO: Joined in 2024, previously at United Community Bank leading M&A and investor relations.
Wesley C. Wilbanks, Chief Credit Officer: Promoted to this key risk role in April 2025.
Julie A. Fairchild, Chief Accounting Officer: Promoted in October 2024, has been with the bank since 2005.

⚖️ Big Picture — Governance & Risk Oversight

👍 Strengths:

Independent Board: A majority of directors are deemed independent by NASDAQ standards.
Strong Committees: Key committees (Audit, Compensation, Nominating) are made up solely of independent directors.
Separate Chair & CEO: The board is led by an independent Chairman (Mr. Orders), separate from the CEO (Mr. Seaver), which strengthens oversight.
Skill Matrix: The board has a formal matrix to ensure it has a mix of skills like financial expertise, risk management, and CEO experience.

⚠️ Risks & Considerations:

No Formal Stock Ownership Guidelines: While the board monitors ownership, there are no mandatory rules requiring directors or executives to hold a certain amount of stock.
Evolving Cybersecurity Threats: The filing notes that cyber-attacks are a severe and growing threat, though they have programs and insurance in place.
Community Bank Model: Its success is closely tied to the economic health of its specific regional markets in the Southeast.

🔮 What's Next — The Path Forward

The filing is focused on the annual meeting, but it signals the company's direction:

Governance Completion: Implementing the final step to a fully annual elected board.
Compensation Philosophy: Continuing to link executive pay to long-term performance and shareholder value.
Strategic Oversight: The board's Risk Committee will continue close monitoring of credit, market, operational, and cybersecurity risks.
Sustainability Focus: The Nominating & Governance Committee is overseeing the company's corporate sustainability and ESG (Environmental, Social, and Governance) strategies.

🧠 The Analogy — Running a Town Hall

Think of this proxy statement like the agenda and candidate profiles for a town hall meeting. The residents (shareholders) are gathering to:

Elect the town council (the Board of Directors) who will make the big decisions.
Hold a non-binding vote on whether the mayor and city managers' salaries are fair ("Say-On-Pay").
Approve the independent auditor who will check the town's books for accuracy. The document gives you all the background on the candidates (director bios) and the issues (compensation plans, auditor details) so you can vote wisely before the meeting even starts.

🧩 Final Takeaway

This proxy statement is your guide to Southern First's 2026 shareholder meeting. The key items are electing a fully accountable board for the first time, voting on executive pay, and approving the company's auditor. It presents a company with deep local roots, a board with extensive experience, and a governance structure designed for independent oversight, while noting key risks like cybersecurity.

SOUTHERN FIRST BANCSHARES INC — DEF 14A Filing