Tonya W. Bradford
About Tonya W. Bradford
Tonya W. Bradford, age 60, has served as an independent director of Live Oak Bancshares (LOB) since 2020. She is an Associate Professor of Marketing at the University of California, Irvine, with academic and executive experience in marketing, consumer behavior, and financial services; she holds a BA in Anthropology, an MBA (Kellogg), and a PhD in Marketing (Northwestern) . She currently serves on LOB’s Audit and Compensation Committees and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Irvine | Associate Professor of Marketing | Not disclosed | Research in consumer behavior; published in premier journals; editorial leadership roles |
| Charles Schwab & Company | Financial services roles (various) | Not disclosed | Industry operating experience (financial services) |
| Gemini Consulting (now Ernst & Young) | Consulting roles | Not disclosed | Strategy/operations exposure across geographies |
| S1 Corporation | Financial services roles | Not disclosed | Fintech/financial services background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tealium Inc. | Director | Private company | Board service disclosed; not an Exchange Act-registered company |
| Journal of Retailing | Associate Editor | Academic | Editorial leadership |
| Journal of Public Policy & Marketing | Associate Editor | Academic | Editorial leadership |
| Journal of the Academy of Marketing Science; Journal of Consumer Research; Journal of Marketing | Editorial Review Board member | Academic | Editorial review roles |
Board Governance
- Independence: Independent director; Board affirms all directors except Mahan, Underwood, and Williams are independent .
- Committees: Audit Committee member; Compensation Committee member; not a chair .
- Attendance/engagement: The Board held 6 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings. Audit met 18x; Compensation met 4x in 2024, indicating high workload on Audit oversight .
- Leadership structure: CEO also serves as Chairman; the Board has not appointed a Lead Independent Director .
- Executive sessions: Independent directors hold executive sessions; committee chairs typically preside over relevant portions .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned | $58,000 | Reflects annual retainer structure and voluntary forfeiture of the $5,000 monthly retainer during Q1 2024 by non‑employee directors |
| Committee chair fees | $0 | Not a chair (Audit Chair: Valine; Compensation Chair: Cameron) |
| Total cash | $58,000 | 2024 reported fees earned |
Board-approved fee schedule in 2024 included: $60,000 annual retainer; chair premiums of $25,000 (Audit), $20,000 (Risk), $18,000 (Compensation), $13,000 (Nominating & Corporate Governance); members of the Bank’s Directors Loan Committee received $12,000; non-employee directors forfeited monthly retainers in Q1 2024 to align with Company conditions .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| May 21, 2024 | RSUs | 2,327 | $82,725 | Cliff vest on May 1, 2025 (no performance conditions) |
- Options: No option awards to non‑employee directors in 2024; no non‑employee directors had options outstanding at 12/31/2024 .
- Structure: Director equity is time‑based RSUs; no disclosed performance metrics tied to director equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed; the proxy states none of the director nominees is a director/nominee of a company registered under the Exchange Act or an investment company . |
| Private/other boards | Tealium Inc. (director) |
| Interlocks/conflicts | Compensation Committee interlocks: none involving Bradford; committee disclosure notes no executive officer interlocks and identifies Lucht’s prior employment but not Bradford . |
Expertise & Qualifications
- Academic credentials in marketing (PhD, MBA, Northwestern; BA Anthropology) with publications in top journals; associate editor roles signal peer recognition .
- Marketing, consumer behavior, loyalty/identity expertise; relevant to customer acquisition, brand, and fintech-adjacent models .
- Financial services and consulting experience (Charles Schwab, Gemini/Ernst & Young, S1) supporting oversight of strategy and go-to-market .
- Board skills matrix shows marketing is a Board competency with 2/10 directors, underscoring differentiated perspective; LOB Board is 100% with banking/financial services experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (1/31/2025) | 5,870 shares; <1% of outstanding |
| Unvested director RSUs | 2,327 RSUs granted 5/21/2024 scheduled to vest 5/1/2025 |
| Options | None outstanding for non-employee directors as of 12/31/2024 |
| Pledging/hedging | Company prohibits hedging by directors; pledging is permitted with preclearance and Audit Committee oversight; no pledge disclosure for Bradford in ownership footnotes (pledges disclosed for other insiders) |
| Ownership guidelines | The Board has not implemented director/executive stock ownership guidelines; it periodically analyzes ownership levels |
Governance Assessment
-
Strengths
- Independent director serving on two critical committees (Audit and Compensation), aligning with robust risk and pay oversight; Audit met 18 times in 2024, indicating deep engagement .
- Meets attendance expectations; all incumbents achieved ≥75% attendance of Board and committee meetings in 2024 .
- No Bradford‑specific related party transactions disclosed; related party items in 2024 involved other directors/entities and were overseen under Audit Committee policy .
-
Watch items / potential red flags
- No Lead Independent Director while CEO is also Chair, which some investors view as weaker independent oversight .
- No formal stock ownership guidelines for directors/executives, which may weaken long‑term alignment signaling (although directors do receive RSUs) .
- Company policy permits pledging of shares (with controls), which some governance frameworks consider higher risk; policy requires pre‑clearance and quarterly reporting to the Audit Committee; no Bradford pledge disclosed .
-
Shareholder sentiment context
- Say‑on‑pay approval in 2024 was 76.45%, below typical large‑cap medians, suggesting room for improved investor alignment on compensation (NEOs vs. directors, but relevant to overall governance sentiment) .
Board Governance (Committee Details)
| Committee | Role | Chair | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|---|
| Audit | Member | Yousef A. Valine | 18 | Financial reporting, ICFR, auditor oversight, related-person transactions, whistleblower procedures |
| Compensation | Member | William H. Cameron | 4 | CEO/NEO pay, incentive plan risk, clawback, director pay, disclosures |
Related‑Party Exposure (2024 disclosures)
- No Bradford‑specific related‑party transactions disclosed. Related‑party items included: hotel room rentals with Medical Park Hotels (interests held by Cameron and Williams), and Canapi Ventures commitments (Mahan and Underwood); family employment disclosures did not list Bradford .
Director Compensation (2024)
| Metric | 2024 |
|---|---|
| Fees Earned (Cash) | $58,000 |
| Stock Awards (RSUs) | $82,725 (2,327 units; grant 5/21/2024; vest 5/1/2025) |
| Total | $140,725 |
Qualifications Snapshot
- Degrees: BA (Anthropology), MBA (Kellogg), PhD (Marketing) .
- Publications: Journal of Consumer Research; Journal of Marketing; Journal of the Academy of Marketing Science; Journal of Retailing; Journal of Business Research; Journal of Interactive Marketing; Research in Consumer Behavior .
- Editorial leadership: Associate Editor (Journal of Retailing; Journal of Public Policy & Marketing); ERB roles at multiple top journals .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Tealium Inc. | Private | Director | Not a public company; no Exchange Act interlock |
Equity Ownership Detail
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Tonya W. Bradford | 5,870 | * (<1%) |
Note: “*” indicates less than 1% as disclosed .
Summary Implications for Investors
- Bradford brings differentiated marketing and consumer insights to a bank board heavy on financial expertise, while serving on high‑leverage oversight committees (Audit, Compensation) .
- Governance structure features to monitor include the combined CEO/Chair without a Lead Independent Director and the absence of formal ownership guidelines; however, hedging is prohibited and director equity grants create some alignment .
- No Bradford‑specific conflicts or related‑party transactions were disclosed, and her ownership is modest (5,870 shares) with standard director RSUs outstanding from 2024 .