Micah S. Davis
About Micah S. Davis
Micah S. Davis is Chief Marketing and Communications Officer of Live Oak Banking Company, serving in this role since July 2021; he previously served as Chief Marketing Officer (2016–2021) and Marketing Director (2012–2016). He is 48 and leads marketing and communications strategies across the Bank and subsidiaries; prior experience includes eight years in design/marketing roles at Bank of America and founding three companies in retail and media . Company context for performance during his tenure: in FY2024, total assets were $12.94B, loans/leases grew 17.3% to $10.58B, deposits grew 14.5% to $11.76B, net income rose 4.8% to $77.5M ($1.69 diluted EPS) vs $73.9M ($1.64) in FY2023, net interest margin declined from 3.35% to 3.27% while net interest income increased 8.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Banking Company | Marketing Director | 2012–2016 | Built internal marketing team and in-house creative agency supporting multi-channel marketing and go-to-market strategies for new subsidiaries . |
| Live Oak Banking Company | Chief Marketing Officer | 2016–2021 | Led Bank-wide marketing strategy across subsidiaries; scaled internal creative capabilities . |
| Live Oak Banking Company | Chief Marketing & Communications Officer | Jul 2021–present | Leads marketing and communications strategies for the Bank and subsidiaries . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Various design and marketing roles (sponsorships, brand, digital) | 8 years (dates not disclosed) | Enterprise-scale marketing execution in sponsorships, brand, and digital marketing . |
| Entrepreneur | Founder of three companies (retail and media) | Not disclosed | Built and led ventures in retail and media . |
Fixed Compensation
Company framework (Micah is not a Named Executive Officer; detailed pay amounts for him are not included in the proxy’s NEO disclosures) .
| Component | 2024 Policy/Practice | Notes |
|---|---|---|
| Base Salary | Committee aimed for market-appropriate salaries; 2024 base salaries unchanged for NEOs except increases for President (Losch) and CFO (Phifer) due to expanded duties . | CEO salary largely unchanged since IPO; no equity awards to CEO since IPO . |
| Perquisites/Benefits | 401(k) match (up to first 6%), group insurance; limited personal aircraft use approved for certain NEOs (140 hours CEO, 50 hours President in 2024) . | Perquisites provided under same terms as other employees; aircraft use governed by policy . |
| Employment Agreements | No employment agreements for executive officers; NEOs serve at Board’s discretion . | Severance negotiated case-by-case . |
Performance Compensation
2024 program emphasized alignment with long-term shareholder interests; evaluation was more subjective than objective without specific financial targets; grants made during open trading windows .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Cash Bonus (NEOs) | Company/individual performance (subjective, no preset financial targets) . | Not disclosed . | Not applicable . | ~6%–8% of NEO base salary for 2024, paid Feb 2025 . | Cash (no vesting) . |
| RSUs (NEOs) | Time-based; retention and alignment . | Not disclosed . | Not applicable . | Granted Feb 2025 based on 2024 Company/individual performance (e.g., Losch: 45,153 RSUs; Phifer: 9,264; Derraik: 15,678; Seward: 9,264) . | Pro rata over five years (20% annually) . |
Equity Ownership & Alignment
| Item | Disclosure | Details |
|---|---|---|
| Beneficial Ownership (Micah) | Not separately disclosed in proxy | Beneficial ownership table lists directors and NEOs; “all directors and executive officers as a group (19 persons)” includes five additional executive officers not listed individually . |
| Hedging | Prohibited | Insider Trading Policy prohibits hedging (puts, calls, derivatives) by employees and directors . |
| Pledging | Permitted with controls | Not prohibited; requires consultation with General Counsel and quarterly reporting to Audit Committee; lenders require collateral value ≥2× credit extended; Audit Committee reviewed and imposed no additional restrictions as of proxy date . |
| Ownership Guidelines | None implemented | Board has not implemented stock ownership guidelines for directors/executives; periodically analyzes ownership . |
| Equity Plans | 2015 Omnibus Stock Incentive Plan | 13,750,000 shares authorized (less prior grants); 2,358,908 securities outstanding under plans at 12/31/2024 (including 2,026,522 RSUs); 3,466,721 available for future issuance (incl. ESPP) . |
Employment Terms
| Term | Disclosure | Details |
|---|---|---|
| Employment Agreement | None | No employment agreements for executive officers; NEOs serve at Board’s discretion . |
| Severance | Negotiated | Severance benefits negotiated individually upon termination; unvested equity forfeited; vested options generally exercisable for 3 months (12 months for death/disability) unless terminated for Cause . |
| Change-in-Control | Double-trigger acceleration | If terminated within 12 months post-corporate transaction for reasons other than Cause: unvested time-based RSUs and options become fully vested; options exercisable for 12 months . |
| Clawback | Implemented per SEC/NYSE final rules | Applies to incentive compensation received on/after Oct 2, 2023; 3-year look-back for restatements, irrespective of misconduct; policy filed as Exhibit 97 to 10-K (Feb 22, 2024) . |
| Non-compete/Non-solicit/Garden Leave | Not disclosed | No specific disclosures in proxy. |
Performance & Track Record
- Built an internal marketing team and in-house creative agency; led multi-channel marketing and go-to-market strategies for new subsidiaries since joining in 2012 .
- Company delivered FY2024 growth: loans/leases +17.3% to $10.58B; deposits +14.5% to $11.76B; net income +4.8% to $77.5M; net interest income +8.9% despite NIM compression to 3.27% from 3.35% .
Compensation Committee Analysis
| Topic | Disclosure | Details |
|---|---|---|
| Committee Composition | Named | Compensation Committee members: Tonya W. Bradford; William H. Cameron (Chair); David G. Lucht; Miltom E. Petty . |
| Consultant/Benchmarking | None used in 2024 | Committee did not use an external consultant or perform external benchmarking in setting 2024 compensation . |
| Risk Review | Conducted | Committee concluded compensation programs do not create risks reasonably likely to have a material adverse effect . |
| Say-on-Pay | 76.45% approval | 2024 say-on-pay received ~76.45% support; Committee considered results in program design . |
Investment Implications
- Alignment/ownership: No formal stock ownership guidelines and permissive pledging (with controls) reduce hard-wired alignment requirements; monitor whether Davis maintains meaningful long-term holdings and any pledging activity as disclosed in future filings .
- Retention risk: Absence of employment agreements implies at-will status; however, company practice of multi-year, time-based RSUs for senior leaders and long tenure since 2012 suggest retention levers are primarily equity and role scope rather than contractual protections .
- Incentive rigor: 2024 incentives were discretionary with no preset financial targets, which can dilute pay-for-performance signaling; continued reliance on time-based RSUs aligns with retention but provides limited direct linkage to operating metrics (revenue/TSR) .
- Change-of-control dynamics: Double-trigger acceleration on time-based awards could create vesting overhang and potential selling pressure upon post-transaction termination; absence of tax gross-ups and formal severance multiples limits golden-parachute risk .