Jeffrey W. Lunsford
About Jeffrey W. Lunsford
Jeffrey W. Lunsford was appointed to the Live Oak Bancshares (LOB) Board of Directors on August 12, 2025, with service through the next annual meeting; committees had not yet been determined at the time of appointment . He is a technology executive with three decades in fintech, internet, and software, currently Chairman and CEO of Tealium; he previously led Limelight Networks, WebSideStory (now part of Adobe), TogetherSoft, and Corporate Development at S1 Corporation. He is a former Naval Aviator and holds a B.S. in Information and Computer Sciences from Georgia Tech; he co-founded DefenseStorm and serves as its Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limelight Networks | Chairman & CEO | — | Led CDN provider; public company leadership |
| WebSideStory (now part of Adobe) | Chairman & CEO | — | Took company public in 2004; web analytics SaaS |
| TogetherSoft | CEO | — | Sold to Borland Software |
| S1 Corporation | Corporate Development | — | Fintech M&A/business building |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tealium | Chairman & CEO | Current | Global customer data infrastructure; AI era positioning |
| DefenseStorm | Chairman; Co-founder | Current | Real-time cyber safety for financial institutions |
| DefenseStorm ownership | Beneficial ownership | Current | Lunsford and immediate family own ~8.83%; other LOB directors/executives/related interests collectively ~3.96%; Live Oak Ventures owns ~4.49% |
Board Governance
- Appointment: Board seat at LOB and the Bank effective August 12, 2025; committees TBD at time of filing .
- Board leadership structure: CEO is also Chairman; the Board has not appointed a lead independent director .
- Independence: In 2025 proxy, independence noted for directors other than Messrs. Mahan, Underwood, and Williams; Lunsford’s independence status will be addressed in the next proxy (not specified in the 8-K) .
- Attendance baseline: In 2024, the Board met six times and all incumbent directors attended ≥75% of Board and committee meetings; Lunsford joined after this period .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Approved May 2024 |
| Committee chair retainers | Audit $25,000; Risk $20,000; Compensation $18,000; Nominating & Corporate Governance $13,000; Directors Loan Committee $17,000 | Approved May 2024 |
| Directors Loan Committee membership | $12,000 | For non-employee directors on that Bank committee |
| Equity (typical annual grant) | 2,327 RSUs (grant-date FV $82,725) | Granted May 21, 2024, vesting May 1, 2025 |
| Lunsford compensation accrual | Pro-rated under current director arrangements to next annual meeting | Per 8-K appointment |
In Q1 2024, non-employee directors voluntarily forfeited monthly retainer payments of $5,000 (signal of alignment during a challenging period) .
Performance Compensation
- Directors at LOB receive time-vested RSUs; no performance-metric-linked director equity was disclosed for 2024/2025 director grants .
- No director-specific performance scorecards or TSR/financial hurdles are specified for non-employee directors’ equity in proxy materials .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Details |
|---|---|---|---|
| DefenseStorm | Lunsford Chairman; co-founder | Related-party exposure | Bank paid $469,152 in 2024 and $484,881 YTD 2025 for DefenseStorm IT/cybersecurity services |
| DefenseStorm | Ownership overlaps | Interlocks | Lunsford/immediate family ~8.83%; other LOB directors/executives/related interests ~3.96%; Live Oak Ventures ~4.49% |
| DefenseStorm | Board overlap | Governance interlock | LOB’s CEO/Chairman James S. Mahan III serves on DefenseStorm’s board |
Expertise & Qualifications
- Fintech and digital banking: senior roles across S1, Tealium, and multiple fintech ventures .
- Cybersecurity: Co-founder and Chairman of DefenseStorm, a financial-services-focused cyber platform .
- Enterprise software and data: CEO experiences at SaaS/data companies; public company leadership track record .
- Military leadership: Former Naval Aviator; technical degree in computer sciences (Georgia Tech) .
Equity Ownership
| Item | Value/Status |
|---|---|
| LOB share ownership | Not disclosed in appointment 8-K; initial Form 3/beneficial ownership to be referenced when filed |
| DefenseStorm ownership | Lunsford and immediate family ~8.83% |
| Stock ownership guidelines (LOB) | Board has not implemented formal stock ownership guidelines for directors/officers; periodically analyzes holdings |
Governance Assessment
- Committee alignment and effectiveness: Lunsford’s skill set aligns with Risk/Cyber oversight and digital strategy; committee assignment was pending at appointment (monitor subsequent filings for placement) .
- Board independence and leadership: Combined CEO/Chair with no lead independent director reduces independent oversight; independence of most directors is affirmed, but not yet stated for Lunsford in 8-K .
- Internal controls oversight: 2024 material weaknesses cited insufficient Risk Committee oversight of loan review and cash flow classification; remediation actions underway, including increased reporting to the Risk Committee and enhanced training—critical context for incoming directors’ governance responsibilities .
- Related-party risk (RED FLAG): Lunsford’s and LOB insiders’ ownership interests in DefenseStorm, coupled with recurring Bank payments to DefenseStorm, create potential conflicts requiring robust Audit Committee review and strict adherence to Item 404 policies; transparency is present in 8-K, but continued monitoring is warranted .
- Alignment signals: Non-employee director retainer forfeitures in Q1 2024 show pay sensitivity to performance/conditions; however, the absence of director ownership guidelines reduces formalized alignment expectations .
Related-Party and Risk Indicators
| Indicator | Detail |
|---|---|
| Related-party transactions | DefenseStorm payments: $469,152 (2024) and $484,881 YTD 2025; multiple LOB insiders and Live Oak Ventures hold stakes (aggregate figures disclosed) |
| Audit Committee oversight | Responsible for approval/oversight of related-person transactions per charter |
| Pledging/Hedging policy | Hedging prohibited; pledging permitted with quarterly reporting, collateral requirements, and Audit/Risk oversight—note broader board practice context (not specific to Lunsford) |
| Internal control material weaknesses | Noted for 2024; remediation plans include enhanced Risk Committee reporting and process improvements |
Director Compensation (Context for 2024)
| Director | Cash Fees (2024) | RSUs (Grant FV) | Other |
|---|---|---|---|
| Non-employee directors (general plan) | Annual retainer $60,000; chair fees per committee | 2,327 RSUs; $82,725 grant FV (May 21, 2024) | Q1 2024 retainer forfeiture (voluntary) |
Notes:
- Actual 2024 cash paid varied by committee roles and forfeiture; see detailed director table within proxy .
Key Document References
- Appointment and related-party disclosure for DefenseStorm (8-K, Aug 12, 2025): committees TBD; pro-rated compensation; ownership percentages; payments , background and expertise .
- Board structure, independence, committees, and oversight (DEF 14A, Apr 4, 2025): leadership, independence, meetings, committee charters .
- Director compensation plan and 2024 director awards (DEF 14A, Apr 4, 2025): fees and RSUs; Q1 retainer forfeiture .
- Mahan on DefenseStorm board (DEF 14A, Apr 4, 2025): board roles .
- Internal control material weaknesses and remediation (10-K/A and 10-Q, Nov 17, 2025): Risk Committee oversight deficiencies; remediation steps .
Overall implication: Lunsford brings high-value fintech and cybersecurity expertise that can strengthen risk and technology oversight. The disclosed DefenseStorm ties (ownership and vendor relationship) are a governance red flag requiring vigilant Audit/Risk Committee management to protect independent judgment and investor confidence .