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 2023 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 21, 2024 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 21, 2024 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 21, 2024 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 21, 2024 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 21, 2024 and is incorporated herein by reference.
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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, 2023 and 2022
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
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.
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EXHIBIT INDEX
3.1
Amended and Restated Articles of Incorporation, effective May 19, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on August 1, 2023) .
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
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).*
10.8
Calvin C. Hurst Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 1, 2023).*
10.9
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).*
10.10
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).*
10.11
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).*
10.12
Michael D. Dowling Salary Continuation Agreement (incorporated by reference to Exhibit
10.1 of the Company’s Form 8-K filed October 3, 2013).*
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Table of Contents
10.13
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).*
10.14
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).*
10.15
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).*
10.16
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).*
10.17
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).*
10.18
William Marion Aiken, III Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 2, 2023).*
10.19
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).
10.20
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).
10.21
D. Andrew Borrmann Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 3, 2023).*
10.22
Loan Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
10.23
Promissory Note, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
10.24
Pledge Agreement, dated as of December 28, 2023, by and between Southern First Bancshares, Inc. and TIB, National Association (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on January 3, 2024).
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.
97
Incentive Compensation Recovery Policy, effective November 21, 2023
101
The following materials from the Company’s Annual Report on Form 10-K for the year ended December
31, 2023, formatted in eXtensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at December 31, 2023 and
December 31, 2022, (ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021, (iii) Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2023, 2022, and 2021,
(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021, 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
114
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 5, 202 4
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 5, 2024
R. Arthur Seaver, Jr.
(Principal Executive Officer)
/s/D. Andrew Borrmann
Chief Financial Officer, Chief Operating Officer
March
5, 2024
D. Andrew Borrmann
(Principal Financial and Accounting Officer)
/s/Andrew B. Cajka, Jr.
Director
March
5, 2024
Andrew B. Cajka, Jr.
/s/Mark A. Cothran
Director
March
5, 2024
Mark A. Cothran
/s/Leighton M. Cubbage
Director
March
5, 2024
Leighton M. Cubbage
/s/David G. Ellison
Director
March
5, 2024
David G. Ellison
/s/Anne S. Ellefson
Director
March
5, 2024
Anne S. Ellefson
/s/ Terry Grayson-Caprio
Director
March 5, 2024
Terry Grayson-Caprio
/s/Tecumseh Hooper, Jr.
Director
March 5, 2024
Tecumseh Hooper, Jr.
/s/Rudolph G. Johnstone, III M.D.
Director
March 5, 2024
Rudolph G. Johnstone, III, M.D.
/s/ Ray A. Lattimore
Director
March 5, 2024
Ray A. Lattimore
/s/Anna T. Locke
Director
March 5, 2024
Anna T. Locke
/s/ William A. Maner, IV
Director
March 5, 2024
William A. Maner, IV
/s/James B. Orders, III
Director, Chairman
March 5, 2024
James B. Orders, III
115