Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on our management’s evaluation (with
the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report,
our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective
to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.
For management’s report on internal control
over financial reporting and the attestation report thereon issued by our independent registered public accounting firm, see Item 8. Financial
Statements and Supplementary Data.
Internal Control over Financial Reporting
There was no change in our internal control over
financial reporting during our fourth quarter of fiscal 2021 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
Item
9B. Other Information
None
Item
9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
PART III
Item
10. Directors, Executive Officers and Corporate Governance.
In response to this Item, this information is contained
in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2022 and is incorporated herein by reference.
Item
11. Executive Compensation.
In response to this Item, this information is contained
in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2022 and is incorporated herein by reference.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
In response to this Item, the information required
by Item 201(d) is contained in Item 5 of this report. The other information required by this item is contained in our Proxy Statement
for the Annual Meeting of Shareholders to be held on May 17, 2022 and is incorporated herein by reference.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
The information is contained in our Proxy Statement
for the Annual Meeting of Shareholders to be held on May 17, 2022 is incorporated herein by reference.
Item
14. Principal Accounting Fees and Services.
In response to this Item, this information is contained
in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2022 and is incorporated herein by reference.
Item
15. Exhibits, Financial Statement Schedules
(a)
(1)
Financial Statements
The following consolidated financial
statements are located in Item 8 of this report.
Management’s Report on Internal
Control Over Financial Reporting
Report of Independent Registered
Public Accounting Firm
Consolidated Balance Sheets as of
December 31, 2021 and 2020
Consolidated Statements of Income
for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive
Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Shareholders’
Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows
for the years ended December 31, 2021, 2020 and 2019
Notes to the Consolidated Financial
Statements
(2)
Financial Statement Schedules
These schedules have been omitted
because they are not required, are not applicable or have been included in our consolidated financial statements.
(3)
Exhibits
See the “Exhibit Index”
immediately following the signature page of this report.
110
Table of Contents
EXHIBIT INDEX
3.1
Amended
and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form
SB-2 filed on July 27, 1999, File No. 333-83851).
3.2
Amended
and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed March 24, 2008).
3.3
Amendment
to Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on
November 2, 2020).
4.1
Description
of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference
to Exhibit 4.1 of the Company’s Form 10-K filed on March 2, 2020).
4.2
Form
of certificate of common stock (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form SB-2, File
No. 333-83851).
4.3
Indenture
dated as of September 30, 2019 between Southern First Bancshares, Inc. and UMB Bank, National Association, as trustee (incorporated by
reference to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).
4.4
Form
of 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc. (incorporated by reference to Exhibit 4.2 of
the Company’s Form 8-K filed on September 30, 2019).
4.5
Form
of Global 4.75% Fixed-to-Floating Subordinated Note due 2029 of Southern First Bancshares, Inc. (incorporated by reference to the Exhibit
2 to Exhibit 4.1 of the Company’s Form 8-K filed on September 30, 2019).
10.1
Southern
First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule
14A filed April 6, 2010).*
10.2
Amendment
to Southern First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement
on Schedule 14A filed on April 15, 2014).*
10.3
Amendment
to Southern First Bancshares, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement
on Schedule 14A filed on April 14, 2015).*
10.4
Form
of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 12, 2010).*
10.5
Form
of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 12,
2010).*
10.6
Sublease
Agreement between Greenville First Bank, N.A. and Augusta Road Holdings, LLC dated February 26, 2004 (incorporated by reference to Exhibit
10.6 of the Company’s Form 10-QSB for the period ended June 30, 2004).
10.7
Bonaventure
I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.1 of the
Company’s Form 10-Q for the period ended September 30, 2005).
10.8
First
Amendment to Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.2
of the Company’s Form 10-Q for the period ended September 30, 2005).
10.9
R.
Arthur Seaver, Jr. Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K
filed October 3, 2013).*
10.10
F.
Justin Strickland Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K
filed October 3, 2013).*
10.11
Michael
D. Dowling Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed
October 3, 2013).*
111
Table of Contents
10.12
Form
of Split Dollar Agreement between certain executives and Southern First Bancshares, Inc. (incorporated by reference to Exhibit 10.1 of
the Company’s Form 8-K filed February 18, 2009).*
10.13
Form
of Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s
Form 8-K filed December 23, 2008).*
10.14
Form
of First Amendment to Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit
10.2 of the Company’s Form 8-K filed December 23, 2008).*
10.15
Michael
D. Dowling Salary Continuation Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 3, 2013).*
10.16
F.
Justin Strickland First Amendment to Salary Continuation Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form
8-K filed October 3, 2013).*
10.17
R.
Arthur Seaver, Jr. Second Amendment to Salary Continuation Agreement (incorporated by reference to Exhibit 10.4 of the Company’s
Form 8-K filed October 3, 2013).*
10.18
Southern
First Bancshares, Inc. 2016 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule
14A filed on April 12, 2016).*
10.19
Form
of Award Agreement for Stock Options (incorporated by reference to Exhibit 4.6 of the Company’s Form S-8 filed on August 18, 2016).*
10.20
Form
of Award Agreement for Restricted Stock (incorporated by reference to Exhibit 4.7 of the Company’s Form S-8 filed on August 18,
2016).*
10.21
Amendment
dated as of January 31, 2019 to R. Arthur Seaver, Jr. Amended and Restated Employment Agreement (incorporated by reference to Exhibit
10.1 of the Company’s Form 8-K filed on February 6, 2019).*
10.22
Amendment
dated as of January 31, 2019 to F. Justin Strickland Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.2
of the Company’s Form 8-K filed on February 6, 2019).*
10.23
Amendment
dated as of January 31, 2019 to Michael D. Dowling Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.3
of the Company’s Form 8-K filed on February 6, 2019).*
10.24
Development
Services Agreement dated as of April 9, 2019 between Southern First Bank and Cothran Properties, LLC (incorporated by reference to Exhibit
10.1 of the Company’s Form 10-Q filed on August 2, 2019).
10.25
Form
of Subordinated Note Purchase Agreement dated as of September 30, 2019 by and among Southern First Bancshares, Inc. and certain qualified
institutional buyers and accredited investors (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September
30, 2019) .
10.26
Form
of Registration Rights Agreement dated as of September 30, 2019 by and among Southern First Bancshares, Inc. and certain qualified institutional
buyers and accredited investors (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 30, 2019).
10.27
Consulting
Agreement dated as of January 23, 2020 between Southern First Bancshares, Inc., Southern First Bank, and F. Justin Strickland (incorporated
by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 23, 2020).*
10.28
General
Waiver and Release Agreement dated as of January 23, 2020 between Southern First Bank and F. Justin Strickland (incorporated by reference
to Exhibit 10.2 of the Company’s Form 8-K filed on January 23, 2020).*
112
Table of Contents
10.29
Pledge
Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association (incorporated
by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 3, 2017).
10.30
Amended
and Restated Loan and Security Agreement, dated as of June 29, 2020, by and between Southern First Bancshares, Inc. and CenterState Bank,
National Association (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 3, 2020).
10.31
Amended
and Restated Promissory Note, dated as of June 29, 2020, by and between Southern First Bancshares, Inc. and CenterState Bank, National
Association (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 3, 2020).
10.32
Second Amended
and Restated Loan and Security Agreement, dated as of December 21, 2021, by and between Southern First Bancshares, Inc. and SouthState
Bank, National Association.**
10.33
Second Amended
and Restated Promissory Note, dated as of December 21, 2021, by and between Southern First Bancshares, Inc. and SouthState Bank, National
Association.**
21
Subsidiaries.
23
Consent of Independent
Public Accountants.
24
Power of Attorney (contained herein
as part of the signature pages).
31.1
Rule 13a-14(a)
Certification of the Principal Executive Officer.
31.2
Rule 13a-14(a)
Certification of the Principal Financial Officer.
32
Section 1350 Certifications
of the Principal Executive Officer and Principal Financial Officer.
101
The following materials from the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in eXtensible Business Reporting Language (XBRL);
(i) the Consolidated Balance Sheets at December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Income for the years ended
December 31, 2020, 2019, and 2018, (iii) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for
the years ended December 31, 2020, 2019, and 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019,
and 2018, and (iv) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File
(embedded within the Inline XBRL document)
*
Management contract or compensatory plan or arrangement
**
Filed herewith
113
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SOUTHERN FIRST BANCSHARES, INC.
Date: March
4, 2022
By:
/s/
R. Arthur Seaver, Jr.
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints R. Arthur Seaver, Jr., his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments
to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto the attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that the attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on
the dates indicated.
Signature
Title
Date
/s/
R. Arthur Seaver, Jr.
Director, Chief Executive Officer
March 4, 2022
R. Arthur Seaver, Jr.
(Principal Executive Officer)
/s/
Michael D. Dowling
Chief Financial
Officer, Chief Operating Officer
March 4, 2022
Michael D. Dowling
(Principal
Financial and Accounting Officer)
/s/
Andrew B. Cajka, Jr.
Director
March 4, 2022
Andrew B. Cajka,
Jr.
/s/
Mark A. Cothran
Director
March 4, 2022
Mark A. Cothran
/s/
Leighton M. Cubbage
Director
March 4, 2022
Leighton M.
Cubbage
/s/
David G. Ellison
Director
March 4, 2022
David G. Ellison
/s/
Anne S. Ellefson
Director
March 4, 2022
Anne S. Ellefson
/s/
Terry Grayson-Caprio
Director
March 4, 2022
Terry Grayson-Caprio
/s/
Tecumseh Hooper, Jr.
Director
March 4, 2022
Tecumseh Hooper, Jr.
/s/
Rudolph G. Johnstone, III M.D.
Director
March 4, 2022
Rudolph G. Johnstone, III, M.D.
/s/
Ray A. Lattimore
Director
March 4, 2022
Ray A. Lattimore
/s/
Anna T. Locke
Director
March 4, 2022
Anna T. Locke
/s/
William A. Maner, IV
Director
March 4, 2022
William A. Maner, IV
/s/
James B. Orders, III
Director, Chairman
March 4, 2022
James B. Orders,
III
114