Michael J. Cairns
About Michael J. Cairns
Michael J. Cairns (age 43) is Chief Credit Officer of Live Oak Bancshares and Live Oak Bank, a role he has held since August 2024 after serving as Head of Credit since 2015. He brings 18 years of banking experience focused on underwriting and credit across small- and middle-market C&I, CRE, and ABL, and holds a B.B.A. in finance (banking specialty) and an M.S. in finance from Walsh College (MI) . Company performance in 2024 featured record originations and growth with net income rising to $77.5M and book value per share at $22.12, while TSR since 2019 measured at 212 vs 112 for the KBW Regional Bank index .
Company performance snapshot:
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($USD Millions) | $73.9 | $77.5 |
| Net Interest Margin (%) | 3.35% | 3.27% |
| Total Loans & Leases ($USD Billions) | — | $10.58 (+17.3% YoY) |
| Record Loan Originations ($USD Billions) | — | $5.16 |
| Total Deposits ($USD Billions) | — | $11.76 (+14.5% YoY) |
| Book Value per Share ($) | 20.23 | 22.12 |
| Total Shareholder Return (Fixed $100 since 12/31/2019) | 243 | 212 |
| Peer Group TSR (KBW Nasdaq Regional Banking Index) | 102 | 112 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Bancshares/Live Oak Bank | Head of Credit | 2015–2024 | Built underwriting and credit disciplines across small- and middle-market C&I, CRE, and ABL |
| TCF National Bank | Lending/Credit roles | Not disclosed | Commercial credit and underwriting experience |
| Talmer Bank & Trust (now Huntington Bank) | Lending/Credit roles | Not disclosed | Commercial credit and underwriting experience |
External Roles
- Not disclosed in public filings for Cairns .
Fixed Compensation
- Not disclosed for Cairns; the proxy reports compensation only for named executive officers (NEOs), which do not include Cairns in 2024 .
- Company uses base salary plus annual cash bonus broadly; NEO discretionary bonuses for 2024 were 6–8% of base salary, while most employees historically received annual cash bonuses and LTIs; no company-wide “special” discretionary bonus was paid in 2024 (specials existed in 2023 and 2022) .
Performance Compensation
- Equity awards for executives are primarily time‑vested RSUs under the 2015 Omnibus Stock Incentive Plan; grants typically vest pro rata over five years (20% annually), aligning with the vesting patterns used for NEO awards in 2024/2025 .
- The Company did not operate a formal non‑equity incentive plan in 2024; bonuses were discretionary, and the CD&A notes no preset objective targets or weightings for NEO cash bonuses (indicative of judgmental alignment vs. strict metrics) .
- Aggregate RSU activity indicates ongoing supply overhang: 2,026,522 non‑vested RSUs at 12/31/2024 and 551,911 RSUs granted in February 2025 (company-wide), vesting time‑based without market conditions .
Typical executive RSU vesting terms:
| Element | Terms |
|---|---|
| Instrument | RSUs under 2015 Omnibus Stock Incentive Plan |
| Vesting | Pro rata over 5 years (20% annually) based on service |
| Performance Conditions | Generally time-based; no market price conditions |
| Acceleration (CoC) | Unvested RSUs fully vest if terminated within 12 months post “Corporate Transaction” (double trigger, for NEO awards; executive forms incorporated) |
Note: Specific grant sizes and payouts for Cairns are not disclosed .
Equity Ownership & Alignment
- Individual beneficial ownership for Cairns is not disclosed; the proxy table lists directors and NEOs plus group totals for 19 persons, but not Cairns individually .
- Hedging is prohibited for all employees and directors; pledging is permitted with preclearance and audit committee reporting, with lender collateral minimums; the company has not imposed additional pledging restrictions (context: significant pledging by certain insiders like the CEO and Vice Chair, not attributed to Cairns) .
- No stock ownership guidelines are in place for directors or executive officers; the Board periodically reviews ownership and asserts alignment without formal guidelines .
Employment Terms
- No employment agreements for executive officers; executives serve at the discretion of the Board; severance (if any) is negotiated case‑by‑case .
- Change‑in‑control: For outstanding executive RSU awards, unvested time‑based RSUs accelerate if the executive is terminated within 12 months following a “Corporate Transaction” for reasons other than “Cause” (double trigger); vested stock options typically have 12 months to exercise post-termination in CoC scenarios .
- Clawback: SEC/NYSE-compliant clawback policy requires recovery of erroneously awarded incentive‑based compensation from current/former executive officers for restatements (look‑back 3 completed fiscal years) irrespective of misconduct; applicable to incentives received on/after Oct 2, 2023 .
- Insider trading arrangements: No directors/officers adopted, modified, or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements in Q4 2024 (not specific to Cairns) .
Investment Implications
- Alignment: Time‑vested RSUs and clawback coverage strengthen long‑term alignment; hedging bans mitigate adverse signaling; absence of formal stock ownership guidelines is a governance gap versus peers .
- Retention and selling pressure: Company-wide RSU overhang (2.03M non‑vested at YE 2024, plus 0.55M granted in Feb 2025) implies ongoing vesting‑related supply; LOB’s relatively low trading volume can amplify price impact from insider or vested‑share selling, elevating near‑term technical risk .
- Change‑in‑control economics: Double‑trigger acceleration on termination within 12 months post‑transaction incentivizes continuity but can concentrate value realization upon sale; lack of employment agreements suggests at‑will retention dynamics for Cairns .
- Performance backdrop: 2024 momentum in originations, loans, and deposits alongside higher credit provisioning underscores the importance of conservative credit execution under Cairns’ remit; net income improved modestly YoY and book value per share advanced, while TSR remains above peer group since 2019 baseline .