David G. Lucht
About David G. Lucht
Independent director (age 68) with deep credit risk and commercial banking experience; founding executive of Live Oak Bank who helped design the bank’s credit risk approach and shape corporate culture. He served on the LOB board from 2008–2017 and was re‑appointed effective February 23, 2021; he previously held roles including President, Chief Risk Officer, Chief Lending Officer, Chief Credit Officer, and most recently EVP of Credit until retiring from employment in December 2020. He holds an MBA from Kent State University and a BS in Marketing from Miami University (Ohio). He currently serves on the Risk, Compensation, and Nominating & Corporate Governance Committees; he chairs the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Oak Bank (and predecessor) | President; Chief Risk Officer; Chief Lending Officer; Chief Credit Officer; EVP of Credit (retired Dec 2020) | Various roles from 2007; EVP of Credit through Dec 2020 | Helped design the bank’s approach to identification and management of credit risk; positively shaped corporate culture since inception |
| FirstMerit Bank (Akron, OH) | Chief Credit Officer; EVP | Prior to joining Live Oak predecessor (before May 2007) | Led turnaround in credit culture and performance for $10.5B bank |
| National City Bank (Cleveland, OH) | Senior Credit Officer | Earlier career beginning 1985 | Senior credit leadership; foundational credit expertise |
External Roles
- No other public company directorships disclosed for director nominees (none serve as directors or nominees of other Exchange Act–registered companies).
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (all directors except Messrs. Mahan, Underwood, Williams are independent under NYSE standards) |
| Committees | Risk (member); Compensation (member); Nominating & Corporate Governance (Chair) |
| 2024 Committee meeting cadence | Audit: 18; Risk: 6; Compensation: 4; Nominating & Corporate Governance: 3 |
| Attendance | All incumbent directors attended ≥75% of aggregate Board and committee meetings in 2024; all incumbents attended the May 2024 Annual Meeting |
| Board structure | Combined Chair/CEO roles (J.S. Mahan); no Lead Independent Director; independent directors meet in executive sessions |
Fixed Compensation (Director)
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $60,000; directors voluntarily forfeited $5,000 per month in Q1 2024 ($15,000 total) | |
| Committee chair retainers | Audit Chair $25,000; Risk Chair $20,000; Compensation Chair $18,000; Nominating & Corporate Governance Chair $13,000 | |
| 2024 cash fees – David G. Lucht | $75,000 (Fees Earned or Paid in Cash) |
Performance Compensation (Director)
| Instrument | Grant date | Units | Grant date FV | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs (director annual grant) | May 21, 2024 | 2,327 | $82,725 | Cliff vest May 1, 2025 | None (time‑based only) |
| Options (2024) | — | — | — | — | No options granted to non‑employee directors in 2024; none outstanding at 12/31/24 |
Other Directorships & Interlocks
- Public company boards: None disclosed for nominees (no nominee serves as a director/nominee of another Exchange Act–registered issuer).
- Compensation Committee interlocks: None. Note: Lucht is a former executive (retired EVP of Credit in 2020) now serving on the Compensation Committee; the proxy records no interlocks with other companies.
Expertise & Qualifications
- 40+ years in commercial banking and credit risk; former senior roles at FirstMerit and National City Bank.
- Founding executive of Live Oak; helped design credit risk framework and shape corporate culture.
- Education: MBA (Kent State University); BS Marketing (Miami University, OH).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 16,350 shares; <1% of outstanding |
| Ownership notes | Includes 11,350 shares jointly owned with spouse, with shared voting/investment power |
| Options | None outstanding as a non‑employee director at 12/31/24 |
| Unvested director RSUs | 2,327 RSUs granted 5/21/2024; vest 5/1/2025 |
| Hedging & pledging policy | Hedging prohibited; pledging permitted with pre‑clearance and quarterly Audit Committee reporting; no pledges disclosed for Lucht |
Related-Party Exposure
- Immediate family employment: Rebecca W. Wade (daughter) employed by the Bank; total cash compensation in 2024: $129,857. The proxy states such roles are paid consistent with similarly situated employees and are adults not sharing the director’s home.
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 Say‑on‑Pay approval: ~76.45% support. The Compensation Committee considered this feedback; no significant structural changes to the 2024 NEO program.
Governance Assessment
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Strengths
- Independent director with extensive credit risk and banking operating expertise; founding executive with deep institutional knowledge.
- High engagement indicators: multiple committee assignments; committees met regularly; all directors met ≥75% attendance threshold in 2024.
- Chairs Nominating & Corporate Governance, central to board refreshment and governance standards.
-
Risk indicators and potential red flags
- Former senior executive now serves on Compensation Committee; while permitted and still deemed independent, this can raise perceived independence questions in some governance frameworks.
- Immediate family member employed by the Bank (related‑party sensitivity).
- No stock ownership guidelines for directors or executives—company relies on periodic ownership analysis, which some investors view as a misalignment risk.
- Combined Chair/CEO and absence of a Lead Independent Director may weaken independent oversight signals.
- Company policy permits pledging of shares (with oversight and collateral limits); though no Lucht pledge disclosed, the policy framework can be viewed as a governance risk factor.
Overall: Lucht brings strong credit and operating expertise and active governance engagement (committee leadership and service). Investors should balance these strengths against perceived independence sensitivities (former executive on Compensation Committee), a family member employed at the Bank, and broader board‑level structural choices (no lead independent director, pledging-permitted policy) when assessing governance quality and alignment.