Sector: Financials
LIVE OAK BANCSHARES INC · Meeting: May 19, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Director since 2020 with relevant financial services and marketing experience; all attendance requirements met; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold for strong positive absolute returns, so no TSR concern applies.
Director since 2013 with extensive banking and real estate finance experience; all attendance requirements met; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold, so no TSR concern applies.
Director since 2021 (re-appointed) with deep banking credit and risk management experience; all attendance requirements met; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold, so no TSR concern applies.
Appointed August 2025, less than 24 months ago, so exempt from the TSR performance trigger; brings relevant technology leadership and fintech experience including prior board service at nCino.
Founder, Chairman and CEO with extensive banking industry experience; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold for strong positive absolute returns, so no TSR concern applies; Say on Pay vote is evaluated separately.
Appointed May 2025, less than 24 months ago, so exempt from the TSR performance trigger; brings deep financial services regulatory and legislative experience from his tenure as Chairman of the House Financial Services Committee.
Director since 2010 with CPA credentials and 45 years as CFO of Carolina Hosiery Mills; serves as audit committee financial expert; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold, so no TSR concern applies.
Cofounder and director since 2008 with deep fintech and banking technology expertise; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold for strong positive absolute returns, so no TSR concern applies.
Director since 2022 with over 40 years of financial services executive experience including risk, operations, and governance; chairs the Audit Committee and is designated as an audit committee financial expert; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold, so no TSR concern applies.
Cofounder, Vice Chairman, and EVP with over 50 years of corporate and SBA banking experience; 3-year TSR gap of -11.3pp vs. QABA is well below the 65pp trigger threshold for strong positive absolute returns, so no TSR concern applies.
All ten director nominees pass our screening. The company's 3-year stock return of +38.5% is strong positive, and the gap versus the community bank benchmark QABA — First Trust NASDAQ ABA Community Bank Index of -11.3 percentage points is far below the 65-point threshold required to trigger a vote against any director. Two recently appointed directors (Lunsford, McHenry) are within the 24-month exemption window. No overboarding, attendance, independence, or familial relationship issues were identified for any nominee.
CEO
James S. Mahan III
Total Comp
$965,432
Prior Support
67.13%%
Last year's Say on Pay vote received only 67.13% support, which is below the 70% threshold in our policy — meaning the company must show meaningful changes to earn a FOR vote this year. While the company conducted an expanded shareholder outreach program and committed to clearer disclosures, the fundamental compensation structure remains unchanged: all equity awards (restricted stock units) granted to executives vest solely based on staying employed for five years, with no performance conditions attached whatsoever, meaning executives receive the same outcome regardless of whether the stock goes up or down. Under our policy, incentive pay that vests regardless of outcomes is effectively fixed compensation dressed up as variable pay, which is a standalone trigger for a NO vote. Additionally, the compensation committee chose not to use any external compensation consultant or industry benchmarking in setting 2025 pay, reducing confidence that pay levels are calibrated to market. These structural concerns, combined with the failure to make substantive changes following below-70% prior-year support, support a vote against.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,183,088
Non-Audit Fees
$95,750
Non-audit fees (combining audit-related fees of $60,000 and tax fees of $35,750 totaling $95,750) represent approximately 4.4% of total audit fees paid to KPMG of $2,183,088 in 2025, well below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. The company's market cap of approximately $1.5 billion warrants a Big 4 auditor, and KPMG is an appropriate choice.
Live Oak Bancshares' 2026 annual meeting features ten director nominees, all of whom pass our screening given strong absolute stock performance and a TSR gap well within policy thresholds versus the QABA — First Trust NASDAQ ABA Community Bank Index community bank benchmark. The primary concern on this ballot is the Say on Pay vote, where a prior-year support level below 70% combined with a persistently time-only equity vesting structure and no external compensation benchmarking drives a vote against executive compensation.
