Southern States Bancshares, Inc. appointed Mark Chambers as new CEO

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.