Stephanie A. Mann
About Stephanie A. Mann
Chief Strategy Officer of Live Oak Bancshares (and Live Oak Bank) since 2022; previously Corporate Strategy & Development Officer at the Bank from 2019–2022. Age 50, with 20+ years advising on capital structure, growth strategy, M&A and capital raising; former Citi investment banking Managing Director focused on Fortune 500 technology companies, with >$125B of M&A transactions (cross‑border, LBOs, JVs) . Company performance metrics used for pay-versus-performance emphasize Book Value Per Share, Annual TSR, and Pre‑Provision Net Revenue . FY2024 highlights: assets $12.94B; loans +17.3% to $10.58B; deposits +14.5% to $11.76B; net income $77.5M (+4.8% YoY); NIM 3.27% (down from 3.35%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Banking Company | Corporate Strategy & Development Officer | 2019–2022 | Led strategy; incubated new business strategies and managed venture investments supporting innovation priorities |
| Live Oak Bancshares / Live Oak Bank | Chief Strategy Officer | 2022–Present | Drives corporate strategy; supports execution of innovation agenda and investment program |
| Citi (Investment Banking) | Managing Director | — (prior to joining LOB) | Advised Fortune 500 tech; >$125B of M&A (cross‑border/LBO/JVs) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Apiture, Inc. | Director | Current | Fintech/Banking technology |
| Leyline Renewable Capital, LLC | Director | Current | Renewable finance |
| Kwipped, Inc. | Director | Current | Equipment marketplace |
| Pharmacy Marketplace, Inc. | Director | Current | Healthcare marketplace |
| Uplinq Inc. | Director | Current | SMB data/credit |
| Agency KPI, Inc. | Director | Current | Analytics |
| Lakeside Partners (Good Shepherd Ministries affiliate) | Director | Current | Nonprofit affiliate |
Fixed Compensation
| Metric ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | 351,346 | 373,077 | 397,116 |
| Bonus | 39,788 | 140,500 | — |
| Stock Awards (Grant-date FV) | 506,600 | 499,991 | 2,099,966 |
| All Other Compensation | 29,390 | 31,924 | 40,594 |
| Total | 927,124 | 1,045,492 | 2,537,676 |
| 2025 Awards (for FY2024 performance) | Amount/Units | Vesting Start | Vesting Schedule |
|---|---|---|---|
| Discretionary Cash Bonus | 32,000 | — | Cash (no vesting) |
| RSU Award | 7,839 RSUs | Feb 10, 2026 | Five equal annual installments through 2030 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Discretionary Cash Bonus (2024 performance; granted 2/10/2025) | Committee review of Company and individual performance (no formal targets for 2024 program) | N/A | Not set | Not disclosed | $32,000 | Cash (no vest) |
| RSUs (Granted 2/13/2023) | Time-vested (no performance conditions) | N/A | N/A | N/A | 59,743 RSUs; FV $2,099,966 | 20% annually on Feb 13, 2024–2028 |
| RSUs (Granted 2/12/2024) | Time-vested (no performance conditions) | N/A | N/A | N/A | 11,266 RSUs; FV $443,880 | Five equal annual installments (pro rata over 5 years) |
| RSUs (Granted 2/10/2025) | Time-vested (no performance conditions) | N/A | N/A | N/A | 7,839 RSUs | 20% annually starting Feb 10, 2026 (five years) |
Company’s pay-versus-performance framework references Book Value Per Share, Annual TSR, and Pre‑Provision Net Revenue as most important measures for linking CAP to performance (company-wide, not award-specific targets) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 31, 2024) | 17,280 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/2023) | 80,198 RSUs; market value $3,649,009 |
| Options (exercisable/unexercisable) | None outstanding for Ms. Mann |
| Ownership Guidelines | No formal stock ownership guidelines for executives/directors |
| Pledging/Hedging | Hedging prohibited; pledging permitted subject to risk controls and quarterly reporting; no pledges disclosed for Ms. Mann in proxy tables |
Employment Terms
| Term | Status |
|---|---|
| Role/Tenure | Chief Strategy Officer since 2022; at Bank since 2019 |
| Employment Agreement | None; NEOs serve at Board’s discretion |
| Severance | Not pre‑set; negotiated individually upon termination |
| Change‑in‑Control Treatment (2015 Omnibus Plan) | Double trigger: unvested RSUs fully vest if employment terminates within 12 months following a Corporate Transaction (other than for Cause) |
| Illustrative CoC Value (12/31/2023) | $3,649,009 (value of Ms. Mann’s unvested RSUs) |
| Clawback | Executive compensation clawback policy applies to incentive comp received on/after Oct 2, 2023 |
| Anti‑Hedging | Hedging of company securities prohibited |
Compensation Structure Analysis
- Mix shifted materially toward time‑vested RSUs in 2023 (no non‑equity incentive plan, no options), with discretionary cash bonuses used sparingly in 2024 awards; equity vests ratably over five years, emphasizing retention rather than near‑term performance hurdles .
- No formal performance targets or PSU framework disclosed for 2023–2025 awards; committee relied on subjective evaluation of corporate/individual performance, which reduces direct pay‑for‑performance linkage vs objective metrics .
- No tax gross‑ups, pensions, SERPs, or deferred compensation plans disclosed for NEOs; reduces shareholder‑unfriendly provisions .
Governance, Say‑on‑Pay, and Committees
- Say‑on‑pay approval at 2024 AGM: 76.45% (committee did not change structure materially following that vote) .
- Compensation Committee membership and remit disclosed; no external compensation consultant or formal benchmarking used for 2023–2024 .
Investment Implications
- Equity awards are exclusively time‑vested RSUs with five-year pro rata schedules and no PSUs or explicit performance hurdles, indicating stronger retention orientation than strict pay‑for‑performance alignment; monitor annual vesting dates (Feb 13 for 2023 grant; Feb 10 for 2025 grant) for potential insider selling pressure windows .
- Ownership alignment is modest (≤1% beneficial stake), with no formal executive ownership guidelines; hedging is prohibited but pledging is permitted under guardrails—no pledges disclosed for Ms. Mann—reducing alignment risks relative to peers that allow hedging .
- Change‑in‑control is double trigger with full RSU acceleration; illustrative CoC value $3.65M at 12/31/2023 underscores meaningful parachute exposure tied to unvested equity .
- Compensation oversight relies on subjective performance assessments; say‑on‑pay support at 76% suggests investor tolerance but not strong endorsement—continued transparency on metrics (e.g., BVPS, TSR, PPNR) could strengthen pay‑for‑performance narrative .
- Company fundamentals show credit‑quality emphasis and growth (loans +17%, deposits +15%, NI +4.8% in 2024), which supports strategic execution; Ms. Mann’s remit over strategy/innovation and venture investments aligns with growth vector but lacks explicit performance‑conditioned pay levers .