Walter J. Phifer
About Walter J. Phifer
Walter J. Phifer is Chief Financial Officer of Live Oak Bancshares (LOB) and Live Oak Bank since January 1, 2024. He is 41, with ~19 years of financial industry experience spanning treasury, finance, accounting, audit, and deposit analytics; prior roles include Deposits Finance Manager at Barclays US and external audit at Deloitte (CPA, 2006), and he holds a bachelor’s degree in economics and accounting from the College of the Holy Cross . Under his tenure as CFO, LOB reported FY 2024 net income of $77.5 million and book value per share of $22.12 versus $73.9 million and $20.23 in FY 2023, while the company’s Pay vs. Performance-selected measures emphasize book value per share, TSR, and pre-provision net revenue . Compensation at LOB for NEOs (including Phifer) is primarily fixed salary, discretionary cash bonuses (~6–8% of base for 2024), and time-vested RSUs without formulaic financial targets; clawback rules apply to incentive compensation received on/after October 2, 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Bank | Deposits Business Manager | 2015–2017 | Launched and managed deposit business analytics supporting growth and funding . |
| Live Oak Bank | Asset Liability Manager | 2017–2019 | Led ALM functions, informing balance sheet positioning and risk management . |
| Live Oak Bank | Treasurer | 2019–2024 | Oversaw treasury and liquidity; contributed to financial health and capital planning . |
| Live Oak Bank | Head of Finance, Planning & Analysis | 2022–2024 | Led FP&A, budgeting, and performance analysis during digital/product expansion . |
| Live Oak Bancshares & Bank | Chief Financial Officer | 2024–Present | Executive leadership of finance; appointed CFO effective Jan 1, 2024 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays US | Deposits Finance Manager | Pre-2015 | Managed finances and analytics of a ~$10B deposit portfolio . |
| Deloitte (Boston/Philadelphia) | External Audit | Pre-2006 | Audited financial statements; earned CPA in 2006 . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $216,300 | $250,000 | $345,000 |
| Discretionary Cash Bonus ($) | $30,592 | $0 | $20,000 |
| All Other Compensation ($) | $41,690 | $43,359 | $48,728 |
| Total Compensation ($) | $538,577 | $293,359 | $808,319 |
2024 bonuses were discretionary and sized ~6–8% of base salary across NEOs, based on Company performance and individual contributions; the Committee also adjusted base salaries for Phifer in recognition of expanded CFO responsibilities .
Performance Compensation
- LOB did not operate a formal non-equity incentive plan in 2024; NEO equity awards are time-vested RSUs without preset financial targets, intended to align interests and support retention .
- Clawback Policy (Section 10D/Rule 10D-1 compliant): Applies to incentive compensation received on/after Oct 2, 2023; recovery of erroneously awarded pay upon restatement, regardless of misconduct .
RSU Grants and Vesting
| Grant Date | Shares | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|
| Dec 9, 2022 | 7,859 | $31.81/share | 20% each Dec 9, 2023–2027 (service-based) . |
| Feb 12, 2024 | 10,015 | $39.40/share | 20% each Feb 12, 2025–2029 (service-based) . |
| Feb 10, 2025 | 9,264 | $319,979 total | 20% each Feb 10, 2026–2030; forfeiture if termination before 2030 (except certain CoC terminations) . |
Options
| Option Shares | Strike Price | Expiration | Vesting Details |
|---|---|---|---|
| 6,160 | $13.59 | Feb 16, 2026 | Vested in seven tranches: 10%/yr 2017–2021; 25%/yr 2022–2023 . |
2024 Payout Detail (Discretionary Bonus)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company/individual performance (subjective) | N/A | N/A | N/A | $20,000 | Cash (no vesting) . |
Stock Vested (2024)
| Shares Vested | Value Realized |
|---|---|
| 2,070 | $92,139 (based on closing price at vest date) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,765 shares; less than 1% of outstanding . |
| Options (exercisable) | 6,160 shares (counted in beneficial ownership as exercisable within 60 days of Jan 31, 2025) . |
| Unvested RSUs at 12/31/24 | 15,535 units; market value $614,409 (based on last trading day of 2024 close) . |
| Vested vs Unvested | Options fully vested; RSUs vest pro rata on noted schedules . |
| Pledging | No pledges disclosed for Phifer; company permits pledging with pre-clearance and quarterly reporting; hedging prohibited . |
| Ownership Guidelines | Board has not implemented formal ownership guidelines for executives/directors . |
Anti-hedging policy prohibits transactions in derivatives or short sales (other than receipt/exercise of employee options). Pledging permitted subject to oversight; lenders require at least 2x collateral coverage for lines secured by common stock .
Employment Terms
- No employment agreement: NEOs serve at the Board’s discretion; any severance is negotiated individually; no pension or nonqualified deferred compensation plans .
- Change-in-control (Corporate Transaction) treatment: Time-based RSUs and stock options fully vest if employment is terminated within 12 months following a Corporate Transaction for reasons other than Cause (double-trigger); options exercisable for 12 months post-termination in such cases .
- Estimated CoC acceleration value (as of 12/31/24): $614,409 for Phifer, reflecting unvested RSUs that would become fully vested (valued at last trading day of 2024 close) .
- Clawback: Company must recover erroneously awarded incentive compensation on restatement for covered executives within 3-year lookback; applies on/after Oct 2, 2023 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($ thousands) | $73,898 | $77,474 |
| Book Value per Share ($) | $20.23 | $22.12 |
- Appointment: Board named Phifer CFO of LOB and Live Oak Bank effective Jan 1, 2024; leadership comments cite his longstanding contributions and readiness to lead finance .
- Pay vs Performance framework: Company highlights book value per share, TSR, and PPNR as key measures for pay vs performance disclosures, though NEO awards are time-based rather than formula-driven .
Compensation Structure Analysis
- Mix shift: 2024 compensation includes higher fixed salary reflecting expanded CFO duties and time-vested RSUs (10,015) versus no RSUs granted to Phifer in 2023; discretionary bonus remains modest ($20k) .
- Incentive design: RSUs are time-vested without explicit revenue/EBITDA/TSR targets, indicating retention/ownership emphasis over pay-for-performance; Committee used subjective evaluation of Company performance and individual contributions .
- Governance: SEC-compliant clawback policy in place; anti-hedging enforced; pledging allowed with strict oversight; no ownership guidelines—potential alignment gap .
Vesting Schedules and Insider Selling Pressure
- Key upcoming vest dates:
- Feb 12 annually (2025–2029) for the 10,015 RSUs .
- Feb 10 annually (2026–2030) for the 9,264 RSUs granted in 2025 .
- Dec 9 annually (2023–2027) for the 7,859 RSUs .
- Dec 15 annually (2022–2026) for the 1,176 RSUs .
- Feb 22 annually (2022–2026) for the 343 RSUs .
- Feb 10 annually (2021–2025) for the 973 RSUs .
- Option expiry: 6,160 options at $13.59 expire Feb 16, 2026—potential exercise/monetization event around expiration .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee includes Chair William H. Cameron with members Tonya W. Bradford, David G. Lucht, and Miltom E. Petty; no executive officers served on another company’s comp committee creating interlocks; Lucht is a former Bank EVP of Credit (retired 2020) .
- Consultant/benchmarking: No external compensation consultant or formal benchmarking used in 2024 decisions .
- Say-on-pay: Company seeks annual advisory “say-on-pay” and “1 year” frequency recommendation; Board values shareholder feedback for future comp decisions .
Investment Implications
- Alignment: Phifer’s ownership is modest (<1% directly) but supported by meaningful unvested RSUs (15,535 units, $614k at 2024 year-end prices), creating retention incentives and potential periodic selling pressure on annual vest dates; absence of formal ownership guidelines is a minor governance gap .
- Pay-for-performance: Incentives are largely time-based RSUs and discretionary cash with subjective evaluation; lack of formulaic metrics (revenue/EBITDA/TSR) reduces direct pay-performance linkage but provides flexibility and retention focus .
- Catalysts/Risk flags: Option expiry in Feb 2026 may be a transactional catalyst; hedging prohibited but pledging permitted with oversight—no pledges disclosed for Phifer; double-trigger CoC acceleration concentrates value realization in sale scenarios .
- Execution track: Under CFO Phifer, FY 2024 net income and book value per share improved versus FY 2023, consistent with capital discipline emphasis; continued monitoring of vesting cadence and any Section 16 trades advisable around scheduled vest dates and open windows .