J. Wesley Sutherland
About J. Wesley Sutherland
J. Wesley Sutherland, age 54, serves as Chief Accounting Officer of Live Oak Bancshares, Inc. and Live Oak Bank, a role he has held since 2014 . His background spans founding/owning an accounting and consulting firm, serving as an audit partner in the financial institutions services group of the largest CPA firm based in the South, president of a $300 million mutual savings bank, work in the banking practices of two national accounting firms, and experience as a financial analyst for a Fortune 500 company . Company performance over his tenure has been characterized by rising net income with discrete cycles in revenue; recent years show revenues of $86.0M* (FY2020) to $123.3M* (FY2024) and net income of $59.5M (FY2020) to $77.5M (FY2024) . Values marked with * are retrieved from S&P Global.
Past Roles
| Organization/Employer | Role | Years | Strategic Impact |
|---|---|---|---|
| Accounting & consulting firm (not named) | Founder & Owner | Not disclosed (proxy) | Entrepreneurial leadership; built accounting advisory serving financial institutions |
| Largest CPA firm based in the South (not named) | Audit Partner, Financial Institutions Services Group | Not disclosed (proxy) | Led audits in banking vertical; strengthened controls and reporting rigor |
| $300M mutual savings bank (not named) | President | Not disclosed (proxy) | P&L leadership; operational oversight of a regulated depository institution |
| Two national accounting firms (not named) | Banking practice professional | Not disclosed (proxy) | Banking audit/advisory; technical accounting depth |
| Fortune 500 company (not named) | Financial Analyst | Not disclosed (proxy) | Corporate FP&A exposure; analytical skill set |
External Roles
No external public company board service or named external roles are disclosed for Sutherland in the 2024 or 2025 proxy statements reviewed .
Fixed Compensation
Sutherland is not listed among the named executive officers (NEOs) in the 2024 or 2025 Summary Compensation Tables; his individual base salary, target bonus %, and actual bonus are not itemized in the proxies . Program-level context: the Committee used discretionary cash bonuses for NEOs in 2024 and did not award options, with equity primarily delivered as time-vested RSUs; no employment agreements exist for executive officers .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Terms | Vesting |
|---|---|---|---|---|---|---|
| Discretionary Cash Bonus (program-level context) | Company and individual performance (Committee judgment) | Not applicable (discretionary) | Not disclosed | Not disclosed | Determined by Committee annually; bonuses paid to NEOs in 2024 (CEO excluded) | Not applicable |
| RSU Awards (program-level context) | Time-vested RSUs (no PSU metrics disclosed) | Not applicable (time vesting) | Not applicable | Not applicable | NEO RSUs granted and vest pro rata; e.g., FY2024/FY2025 grants vest 20% annually over 5 years | Standard cadence: 20% annually over five years (examples: Feb 12–14, Feb 13, Aug 10/25) |
Notes: The company did not disclose formal performance-metric weightings, revenue/EBITDA targets, or PSU frameworks for executives; equity awards disclosed for NEOs are time-vested RSUs with five-year pro-rata schedules .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Beneficial Ownership (Sutherland) | Not itemized; proxy presents NEOs/directors individually and group-level for 19 persons (23.9% of shares) . |
| Ownership Guidelines | The Board has not implemented formal stock ownership guidelines for directors/executive officers; it periodically analyzes ownership and believes interests are aligned . |
| Hedging | Prohibited: Insider Trading Policy bans hedging and derivative transactions (puts/calls) in Company stock . |
| Pledging | Allowed with conditions: prior consultation with General Counsel; quarterly reporting to Audit Committee; lenders require ≥2x collateral value to credit outstanding (often more stringent) . CEO and certain directors have pledged shares (example footnotes in proxy) . No Sutherland-specific pledging disclosed. |
| Options/RSUs (status) | Company-level: option awards for NEOs were not granted in 2024; RSUs outstanding vest over 5 years; Sutherland’s individual grants are not disclosed . |
Employment Terms
| Provision | Company Policy/Terms |
|---|---|
| Employment Agreements | None for executive officers; all serve at Board’s discretion . |
| Severance | No standard severance agreements; any severance would be negotiated individually at termination . |
| Change-in-Control (CoC) | Under the 2015 Omnibus Stock Incentive Plan: unvested RSUs for some executives become fully vested upon termination within 12 months following a Corporate Transaction (double-trigger acceleration; NEO examples shown) . |
| Award Forfeiture on Voluntary/Involuntary Termination | Unvested equity awards forfeited; vested stock options typically exercisable for 3 months post-termination unless terminated for Cause (then no post-termination exercise) . |
| Clawback | SEC/NNYSE-compliant clawback policy applies to incentive compensation received on/after Oct 2, 2023; recovery required upon restatement regardless of misconduct . |
| Anti-Hedging/Pledging Controls | Hedging prohibited; pledging allowed subject to controls; quarterly reporting to Audit Committee; minimum collateral coverage by lenders . |
Company Performance During Sutherland’s Tenure
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $86.0M* | $157.0M* | $221.8M* | $97.1M* | $123.3M* |
| Net Income - (IS) ($USD) | $59.5M | $167.0M | $176.2M | $73.9M | $77.5M |
Values marked with * are retrieved from S&P Global.
Context: The Committee highlights business/profitability momentum and strong growth/expense control in 2024 . Say-on-pay support declined to 76.45% in 2024 (from 85.8% in 2023), though the Committee made no significant structural changes .
Say-on-Pay & Compensation Committee Context
| Year | Say-on-Pay Approval % | Notes |
|---|---|---|
| 2023 | 85.8% | Annual advisory votes; Committee retained program structure based on support . |
| 2024 | 76.45% | Continued annual vote; Committee did not implement significant structural changes . |
Compensation Committee members (2025): William H. Cameron (Chair), Tonya W. Bradford, David G. Lucht, Milton E. Petty . The Committee did not use an external compensation consultant or external benchmarking for 2024 .
Vesting Schedules and Potential Selling Pressure (Program-Level Cues)
| Award Examples (NEOs) | Annual Vest Dates | Vesting Cadence |
|---|---|---|
| RSUs granted Feb 12, 2024 (Losch/Phifer/Derraik/Seward) | Feb 12, 2025–2029 | 20% per year |
| RSUs granted Feb 13, 2023 (Losch/Derraik/Seward) | Feb 13, 2024–2028 | 20% per year |
| RSUs granted Feb 14, 2022 (Losch/Derraik/Seward) | Feb 14, 2023–2027 | 20% per year |
| RSUs granted Aug 25, 2024 (Losch) | Aug 25, 2024–2028 | 20% per year |
Notes: These vesting clusters indicate potential periodic liquidity events for executives. Sutherland’s individual vesting dates/awards are not disclosed in proxies reviewed. Attempt to fetch Form 4 data for “Sutherland” (to assess transactions/ownership) failed due to API authorization (401), so current insider transaction data could not be retrieved.
Investment Implications
- Compensation alignment: Executives are primarily compensated with time-vested RSUs and discretionary bonuses rather than metric-based PSUs; this structure emphasizes retention over explicit pay-for-performance linkages and may reduce direct incentive sensitivity to operating KPIs (e.g., revenue/EBITDA targets) .
- Retention risk: Five-year pro-rata RSU vesting is a strong retention mechanism for those with equity grants, but the absence of employment agreements and standardized severance terms introduces negotiation uncertainty upon departure; double-trigger CoC acceleration can be protective in M&A scenarios .
- Trading signals: Company-level RSU vesting clusters in February and (for certain awards) in August could create periodic selling pressure due to tax withholding or liquidity needs; Sutherland-specific transactions are not disclosed in proxies and could not be fetched via Form 4 due to API authorization limits .
- Alignment and governance: Hedging is prohibited, but pledging is allowed under controls, which introduces collateral-call risk in severe drawdowns; there are no formal ownership guidelines, though the Board views executive interests as aligned given substantial insider ownership (group 23.9%) .
- Oversight signals: Say-on-pay support decreased in 2024 (76.45% vs. 85.8% in 2023), potentially reflecting investor preferences for more performance-conditioned pay structures; the Committee did not use external consultants and retained overall design .