Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mark Chambers as Chief Executive Officer
On April 28, 2023, Southern States Bancshares, Inc. (the "Company"), appointed
Mark Chambers, 59, as its Chief Executive Officer.
Mr. Chambers has served as the Company's President since 2019 and joined the
Board of Directors of the Company on March 16, 2022. From 2007 until 2019, he
served as Senior Executive Vice President and President, Southeast Region of
Southern States Bank (the "Bank"). Prior to joining the Bank, Mr. Chambers
worked as Market President at Wachovia Bank from 2004 until 2007, and as a
Commercial Lender at Aliant Bank from 1998 until 2004. Mr. Chambers holds a
Bachelor of Science in Finance and a Master of Business Administration from
Auburn University.
There are no understandings or arrangements between Mr. Chambers and any other
person pursuant to which Mr. Chambers was selected to serve as Chief Executive
Officer. Except as described above, there are no existing relationships between
Mr. Chambers and any person that would require disclosure pursuant to Item
404(a) of Regulation S-K or any familial relationships that would require
disclosure under Item 401(d) of Regulation S-K.
Retirement of Stephen Whatley
On April 28, 2023, Stephen Whatley resigned from his position as Chief Executive
Officer of the Company and as Chairman of the Company's Board of Directors, as
well as Chairman of the Board of Directors of the Bank. Mr. Whatley is retiring
with an effective retirement date of April 30, 2023. In connection with his
retirement, the Company, the Bank, and Mr. Whatley entered into a Confidential
Severance and Release Agreement (the "Agreement"), pursuant to which Mr. Whatley
will receive a $1,777,840.00 severance benefit (less any required withholdings),
payable as follows: (i) $660,000.00 paid in a lump sum within thirty (30) days
after Mr. Whatley's retirement date and (ii) $1,117,840.00 paid in twenty-three
(23) monthly installments, on the 15th day of each month beginning on May 15,
2023. Mr. Whatley will also receive a payment of $822,160.00 pursuant to his
existing employment agreement, payable in a lump sum within thirty (30) days
after his retirement date. Mr. Whatley will receive any benefits under
supplemental executive retirement programs in accordance with the terms of such
programs, and the vesting of certain outstanding awards under the Company's 2017
Incentive Stock Compensation Plan as described on Exhibit A to the Agreement.
The Agreement contains a general mutual release of claims by Mr. Whatley, the
Company and the Bank.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K. The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement.
Item 7.01 Regulation FD Disclosure.
On May 1, 2023, the Company issued a press release announcing the foregoing
leadership transition. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information contained in Item 7.01, including Exhibit 99.1 furnished
herewith, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that section, nor shall it be deemed
incorporated by reference into any registration statement or other documents
pursuant to the Securities Act of 1933, as amended, or into any filing or other
document pursuant to the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1† Confidential Severance and Release Agreement, dated April 28, 2023
Press Release issued by Southern States Bancshares, Inc., dated May
99.1 1 , 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Indicates a management contract or compensatory plan.
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