Gregory W. Seward
About Gregory W. Seward
Gregory W. Seward, age 49, serves as Chief Risk Officer (since July 2022) and General Counsel (since October 2015) at Live Oak Bancshares, following a career leading corporate and regulatory legal teams at Capital One and starting as a corporate associate at Gibson Dunn & Crutcher LLP . Company performance during his tenure has included strong 2024 growth: assets $12.94B, loans $10.58B (+17.3%), deposits $11.76B (+14.5%), net income $77.5M; NIM 3.27% vs 3.35% in 2023 . Pay-versus-performance shows cumulative TSR value of a fixed $100 investment rising to $212 in 2024; net income $77,474K and book value per share $22.12, with the Company identifying book value per share as the key measure linking compensation actually paid to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Financial Corporation | Senior legal roles leading corporate/regulatory advisory team | — | Led legal advisory across corporate and regulatory matters supporting large-scale financial operations |
| Gibson Dunn & Crutcher LLP | Corporate associate | — | Foundational experience in corporate law; entry into financial services legal practice |
External Roles
- Not disclosed in Company proxy filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 397,500 | 444,231 | 453,462 |
| Discretionary Cash Bonus ($) | 143,000 | — | 36,000 |
| Stock Awards (Grant-Date Fair Value, $) | 749,987 | 2,099,966 | 542,538 |
| All Other Compensation ($) | 42,116 | 39,695 | 51,565 |
| Total ($) | 1,332,603 | 2,583,892 | 1,083,565 |
- 2024 discretionary cash bonuses were determined in Feb-2025 based on Company performance and individual contributions; bonuses for NEOs (excluding the CEO) were ~6%–8% of 2024 base salaries .
- Non-equity incentive plan: none in place for 2024 .
- Perquisites: “All Other Compensation” includes standard employee benefits (401(k) match, insurance). Aircraft personal use was disclosed for the CEO and President, not for Seward .
Performance Compensation
RSU Awards and Vesting
| Grant Year | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2022 | Feb 14, 2022 | 11,850 | $63.29/share (time-vested RSUs) | 20% annually each Feb 14, 2023–2027 |
| 2023 | Feb 13, 2023 | 59,743 | $35.15/share (time-vested RSUs) | 20% annually each Feb 13, 2024–2028 |
| 2024 | Feb 12, 2024 | 13,770 | $39.40/share (time-vested RSUs) | 20% annually each Feb 12, 2025–2029 |
| 2024 Performance-Year Award (granted in 2025) | Feb 2025 | 9,264 | $319,979 total fair value | Pro rata over five years (time-vested) |
- Award rationale: Performance leading risk management through industry challenges (2023) and supporting sustained growth (2024), cited by Compensation Committee .
- No formal performance metric targets; Committee used a largely subjective evaluation for 2024 (no set objectives/targets) and granted time-vested RSUs to align interests and retain NEOs .
Stock Options
| Grant | Securities Underlying Options (Exercisable) | Strike Price | Expiration | Vesting Details |
|---|---|---|---|---|
| Legacy Option | 13,500 | $14.55 | Nov 19, 2025 | 10% annually each Nov 19, 2016–2020; 25% each Nov 19, 2021–2022 |
Equity Ownership & Alignment
| Ownership Item | Amount/Status |
|---|---|
| Total Beneficial Ownership | 99,382 shares; less than 1% of outstanding shares (based on 45,403,593 shares outstanding) |
| Options Count Included in Beneficial Ownership | 13,500 options exercisable within 60 days |
| Unvested RSUs at FY-end 2024 | 72,678 RSUs; market value $2,874,415 (closing price last trading day of 2024) |
| Stock Ownership Guidelines | None implemented for executives/directors; Board believes holdings are aligned |
| Hedging Policy | Hedging of Company securities is prohibited for all employees/directors |
| Pledging Policy | Pledging permitted with quarterly reporting to Audit Committee; minimum collateral value ≥2x loan; consult General Counsel prior to pledging |
| Pledging Status (Seward) | No pledging specifically disclosed for Seward in beneficial ownership table |
Employment Terms
- Employment agreements: None; NEOs serve at Board’s discretion. Severance benefits or cash payments would be negotiated individually upon termination .
- Clawback: Policy compliant with SEC/NYS E 10D rules; recovery of erroneously awarded incentive-based compensation for covered executives within a 3-year look-back after an accounting restatement; applies to incentive comp received on/after Oct 2, 2023 .
- Change-in-control (2015 Omnibus Plan): Unvested RSUs fully vest upon termination within 12 months following a Corporate Transaction (double-trigger); Seward’s total value at Dec 31, 2024: $2,874,415 .
- Pension/Deferred Compensation: No pension benefits; no nonqualified defined contribution or deferred compensation plans for NEOs .
Performance & Track Record (Company context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Assets (Year-end) | $9.86B | $11.27B | $12.94B |
| Loans & Leases (Year-end) | $7.89B (ex-PPP) | $9.02B | $10.58B |
| Deposits (Year-end) | $8.88B | $10.28B | $11.76B |
| Net Income | $176.2M | $73.9M | $77.5M |
| Net Interest Margin | 3.87% | 3.35% | 3.27% |
Pay vs Performance (selected measures):
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 Investment | $251 | $463 | $161 | $243 | $212 |
| Peer Group TSR (KBW Nasdaq Regional Banking Index) – Value of $100 Investment | $88 | $117 | $106 | $102 | $112 |
| Net Income ($K) | 59,543 | 166,995 | 176,208 | 73,898 | 77,474 |
| Book Value Per Share ($) | 13.38 | 16.39 | 18.41 | 20.23 | 22.12 |
Compensation Committee Analysis
- Committee composition (2025): William H. Cameron (Chair), Tonya W. Bradford, David G. Lucht, Miltom E. Petty; committee concluded compensation programs do not create material adverse risk .
- Compensation consultant/benchmarking: None used for 2024; no external benchmarking performed .
- Say-on-Pay: 76.45% approval at 2024 annual meeting; informed 2024 program decisions .
Investment Implications
- Alignment and retention: Seward’s compensation is largely time-vested RSUs with multi-year vesting (2022–2025 grants), supporting retention and long-term alignment; absence of formulaic performance targets suggests discretion over outcomes, with book value per share used as the selected Company performance measure in pay-versus-performance disclosure .
- Selling pressure and timing: Legacy options (13,500 at $14.55) expire Nov 19, 2025; monitor proximity to expiry for potential exercise-driven selling, though in-the-money status depends on current market price .
- Change-in-control economics: Double-trigger RSU acceleration valued at $2.87M creates potential event-driven realizable pay; with no employment agreements or preset severance multiples, cash severance is negotiable, reducing contractual overhang .
- Governance and risk signals: Hedging is prohibited, but pledging is permitted subject to collateral and oversight—no pledge disclosures for Seward; lack of stock ownership guidelines introduces flexibility but may reduce formal ownership discipline; robust clawback policy mitigates restatement risk .