Neil L. Underwood
About Neil L. Underwood
Neil L. Underwood (age 55) is a cofounder of Live Oak Bancshares and has served on the Board since 2008. He previously served as President until November 2023 and is cofounder and General Partner of Canapi Ventures, a fintech-focused venture fund. He holds a B.S. in Industrial Engineering from the Georgia Institute of Technology. As of the 2025 proxy, he is not classified as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Oak Bancshares, Inc. | President (former); Director | President through Nov 2023; Director since 2008 | Led incubation of multiple fintechs via Live Oak Ventures; deep technology/fintech operating background |
| Live Oak Ventures, Inc. (subsidiary) | Cofounder/incubator of fintechs | Not disclosed | Helped incubate Finxact, Payrailz, DefenseStorm, Greenlight, among others |
| nCino, Inc. (Nasdaq: NCNO) | Director (prior) | Not disclosed | Cloud banking OS—prior board service |
| Apiture, Inc. | Director (prior) | Not disclosed | Live Oak JV—prior board service |
| DefenseStorm, Inc.; Payrailz, LLC; Finxact, Inc.; Blend Labs, Inc. | Director (prior) | Not disclosed | Prior board service across fintechs |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Canapi Ventures | Cofounder & General Partner | Strategic fintech venture fund |
| Greenlight Financial Technologies, Inc. | Director | Current board |
| ModernFI, Inc.; Island Technology, Inc.; Notarize, Inc. (Proof); Asset Class Limited; Anatomy Financial, Inc.; Posh Technologies, Inc.; Digital First Holdings, LLC (Candescent) | Director | Current boards |
| Camp Schreiber Foundation | Director | Current board (foundation) |
Board Governance
- Independence status: Not independent (Board determined all directors except Messrs. Mahan, Underwood, and Williams are independent) .
- Committee memberships: Not listed as a member of the Audit, Risk, Compensation, or Nominating & Corporate Governance Committees in 2024 .
- Attendance: The Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings (Underwood included) .
- Board leadership: CEO and Chair roles combined; no Lead Independent Director; independent directors hold executive sessions without a formal presiding director .
Fixed Compensation (Director)
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $0 | Underwood did not receive standard director cash retainer in 2024 |
| Committee chair/member fees | $0 | Not applicable (no committee roles listed) |
| Other Compensation (aircraft use) | $109,005 | Personal use of company aircraft (AIC method); awarded up to 40 aircraft hours in lieu of retainer and RSUs granted to other directors |
Reference: Standard non-employee director fees approved May 2024 included $60,000 annual retainer, plus chair fees ($25k Audit; $20k Risk; $18k Compensation; $13k Nominating); directors voluntarily forfeited one monthly $5,000 retainer in Q1 2024 (Underwood’s arrangement differed) .
Performance Compensation (Director)
| Equity vehicle | Grant size | Grant date/vesting | Notes |
|---|---|---|---|
| RSUs (non-employee directors) | 2,327 RSUs (per director) | Granted 5/21/2024; vests 5/1/2025 | Underwood did not receive these RSUs because he was granted aircraft hours in lieu of retainer and RSUs |
Performance metrics: None disclosed for director equity; director RSUs are time-vested (no disclosed performance conditions) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed. Prior service on nCino, Inc. (Nasdaq: NCNO) and Blend Labs, Inc. (prior board service) .
- Interlocks/conflicts:
- Canapi Ventures Funds: Company commitments—$17.0m to Canapi Funds I; $15.5m to Canapi Funds II. Underwood personally committed $1.0m (Funds I) and $3.0m (Funds II). Underwood is a GP of Canapi Ventures. This creates a related-party exposure. Total Canapi Funds commitments were $654.1m (Funds I) and $753.4m (Funds II) as of 12/31/24 .
- Immediate family employment: Peter Underwood (Neil’s brother) employed by the Bank; total 2024 cash compensation $225,294 .
Expertise & Qualifications
- Fintech and digital banking operator/investor; cofounded nCino; broad board experience across fintech platforms; engineering background (B.S. Industrial Engineering, Georgia Tech) .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership (1/31/2025) | 1,538,132 shares (3.4% of 45,403,593 shares outstanding) |
| Ownership breakdown | 1,367,491 shares via Neil L. Underwood Revocable Trust; shared voting on 50,000 shares (Linda D. Underwood Revocable Trust) and 120,641 shares (Neil L. Underwood Spousal Lifetime Access Trust) |
| Pledged shares | No pledges disclosed for Underwood in ownership footnote (contrast with disclosed pledges by other insiders) |
| Hedging/pledging policy | Hedging prohibited; pledging allowed with preclearance and quarterly reporting; Audit Committee permits pledging under collateral requirements—policy-level governance risk |
Insider Trades (Selected historical Form 4s)
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 03/11/2020 | Purchase | 95,000 | $11.46 | $1,088,700 | |
| 11/22/2021 | Sale | 79,850 | $96.70 | $7,720,000 | |
| 08/16/2021 | Sale | 16,520 | $60.15 | $993,800 | |
| 08/25/2021 | Sale | 16,000 | $61.09 | $977,440 | |
| 08/27/2021 | Sale | 17,480 | $60.98 | $1,066,000 | |
| 12/01/2021 | Sale | 15,000 | $92.81 | $1,392,150 | |
| 12/15/2021 | Sale | 21,116 | $85.12 | $1,796,000 |
Note: Beneficial ownership as of 1/31/2025 per DEF 14A is 1,538,132 shares; historical trades above are illustrative of activity in 2020–2021.
Related-Party Transactions & Potential Conflicts
- Canapi Ventures Funds: Company commitments ($17.0m Funds I; $15.5m Funds II) alongside Underwood’s personal commitments ($1.0m Funds I; $3.0m Funds II); Underwood is GP—clear related-party exposure overseen by Audit Committee .
- Immediate family employment: Peter Underwood compensation $225,294 (2024) .
- Insider trading policy: Hedging banned; pledging permitted with controls—policy does not prohibit pledging; Audit Committee elected not to impose additional restrictions as of the proxy date .
Director Compensation Context (Boardwide)
| Element | 2024 Board Program |
|---|---|
| Cash retainer (non-employee directors) | $60,000; directors voluntarily forfeited one monthly $5,000 payment in Q1 2024 |
| Chair fees | $25k Audit; $20k Risk; $18k Compensation; $13k Nominating; $17k Directors Loan Committee; $12k committee membership for Bank Directors Loan Committee |
| Equity | 2,327 RSUs per non-employee director on 5/21/2024 (grant-date value $82,725); vests 5/1/2025 |
Underwood exception: received aircraft hours (valued at $109,005) instead of cash retainer and RSUs .
Governance Assessment
Positives
- Significant ownership (3.4%) aligns incentives; no pledges disclosed for Underwood’s shares .
- Strong fintech expertise and company-building experience adds strategic value to a tech-forward small business bank .
- All directors met 75%+ attendance; ongoing executive sessions of independent directors .
Concerns and RED FLAGS
- Not independent; prior executive role (President until Nov 2023) and GP at Canapi Ventures, where the Company also commits capital, create structural conflicts that require vigilant oversight .
- Director pay structure exception: aircraft hours in lieu of equity/cash retainer (valued at $109,005). This deviates from equity-based alignment common in bank governance and may weaken direct stock-based alignment for this director .
- No stock ownership guidelines for directors/executives—a governance gap relative to peers; pledging allowed under policy subject to controls, increasing potential misalignment risk during market stress .
- Immediate family member employed at the Bank (brother) with >$120k comp—raises related-party optics risk despite disclosure and standard HR framing .
- Board combines CEO/Chair and has no Lead Independent Director—reduced independent counterbalance; executive sessions occur but lack a formal presiding director .
Additional context
- Say-on-Pay passed with 76.45% support in 2024, indicating some shareholder concerns with executive pay program; useful as backdrop to broader governance and pay alignment discussions .
Sources
- 2025 DEF 14A (4/4/2025): governance, director biographies, beneficial ownership, director compensation, related parties, policies .
- Historical insider trades (Form 4 summaries): Benzinga insider-trades page for Neil L. Underwood .