William C. Losch III
About William C. Losch III
William C. Losch III (age 55) is President of Live Oak Bancshares, Inc. (since Nov 14, 2023) and President of Live Oak Banking Company (since Aug 25, 2023); he previously served as CFO (2021–2023) and Chief Banking Officer (2022–2023). Prior to Live Oak, he was CFO of First Horizon Corporation, with earlier senior finance roles at First Union/Wachovia. Company performance under the period relevant to his recent leadership includes 2024 net income of $77.5 million (+4.8% YoY), loan growth of 17.3% and deposit growth of 14.5%; book value per share reached $22.12, and cumulative TSR from 12/31/2019 was $212 vs peer $112 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Bancshares, Inc. | President | Nov 2023–Present | Leads company execution and strategy; elevated following bank presidency . |
| Live Oak Banking Company | President | Aug 2023–Present | Manages banking operations amid macro uncertainty; built sustained performance momentum . |
| Live Oak Bancshares/Bank | Chief Financial Officer | Sep 2021–Nov 2023 | Led finance, treasury, planning; navigated industry disruption . |
| Live Oak Bancshares/Bank | Chief Banking Officer | Jul 2022–Aug 2023 | Oversaw banking businesses while CFO . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Horizon Corporation | Chief Financial Officer | 2009–2021 | Led treasury, accounting, tax, FP&A, strategic planning, IR, corp dev, M&A; enterprise finance leadership . |
| Wachovia/First Union | SVP and CFO, General Bank; senior finance roles | Not disclosed | Managed largest business line’s finance; prior progression through senior finance roles . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $675,000 | $697,115 | $798,462 |
| Cash Bonus Paid | $77,500 | $0 | $57,600 |
| All Other Compensation (incl. benefits & aircraft AIC) | $45,872 | $128,283 | $187,541 (includes $135,863 aircraft AIC) |
- Perquisites: 401(k) match; group insurance benefits on same terms as employees; personal use of company aircraft up to 50 hours in 2024 .
Performance Compensation
Discretionary Annual Bonus
| Year | Metric Basis | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | Committee assessment of company performance and individual contributions; no preset financial targets | N/A | N/A | N/A | $57,600 |
Equity Awards (RSUs)
| Grant Date | Shares | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| Feb 14, 2022 | 6,320 | $399,993 ($63.29/sh) | 20% each Feb 14, 2023–2027 | Time-vested RSUs . |
| Feb 13, 2023 | 89,615 | $3,149,967 ($35.15/sh) | 20% each Feb 13, 2024–2028 | Time-vested RSUs . |
| Feb 12, 2024 | 55,082 | $2,170,231 ($39.40/sh) | 20% each Feb 12, 2025–2029 | Annual pro-rata vest . |
| Feb 12, 2024 | 250,000 | $9,862,500 ($39.45/sh) | 20% each Aug 25, 2024–2028 | Promotion-related retention grant . |
| Feb 10, 2025 | 45,153 | $1,559,585 | 20% each Feb 10, 2026–2030 | Awarded for 2024 performance . |
- Equity award design: time-based RSUs; no stock options or PSU metrics in 2022–2025; grants occur in open windows; no preset formula; RSUs subject to company clawback policy .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (direct/indirect) | 122,740 shares; <1% of outstanding . |
| Unvested RSUs at 12/31/2024 | 414,566 units (market value $16,396,085) . |
| Options (exercisable/unexercisable) | None outstanding . |
| Pledging | No pledges disclosed for Losch; company permits pledging subject to controls and quarterly Audit Committee reporting; lenders require ≥2x collateral coverage . |
| Hedging Policy | Hedging prohibited for all employees/directors . |
| Ownership Guidelines | None implemented; board monitors alignment . |
- Insider selling pressure: Large time-based RSU cadence (Aug 25 and each Feb 12/Feb 10 dates) implies recurring annual vesting that could create periodic sell pressure; hedging barred; no disclosed pledges by Losch mitigate forced-selling risk .
Employment Terms
| Category | Disclosure |
|---|---|
| Employment Agreements | None; NEOs serve at Board’s discretion . |
| Severance | Negotiated case-by-case; no fixed salary/bonus multiples . |
| Change-in-Control | Double-trigger: unvested time-based RSUs fully vest if employment is terminated within 12 months after a Corporate Transaction for reasons other than Cause; options (none for Losch) would also vest; Losch’s CIC value equals $16,396,085 (market value of unvested RSUs at 12/31/2024) . |
| Clawback | SEC/NYSE-compliant clawback policy (3-year lookback for restatements); RSU agreements incorporate clawback and Section 304 reimbursement provisions . |
| Non-compete/Non-solicit | Not disclosed. |
Multi-Year Compensation Summary
| Year | Salary | Bonus | Stock Awards | All Other | Total |
|---|---|---|---|---|---|
| 2022 | $675,000 | $77,500 | $399,993 | $45,872 | $1,198,365 |
| 2023 | $697,115 | $0 | $3,149,967 | $128,283 | $3,975,365 |
| 2024 | $798,462 | $57,600 | $12,032,731 | $187,541 | $13,076,334 |
Outstanding Awards and Vesting Detail (as of 12/31/2024)
| Award | Unvested Units | Market Value | Vesting Dates |
|---|---|---|---|
| 210,000 RSUs (Aug 2021 grant) | 84,000 | Included in total | 20% each Aug 10, 2022–2026 . |
| 6,320 RSUs (Feb 2022) | 3,792 | Included in total | 20% each Feb 14, 2023–2027 . |
| 89,615 RSUs (Feb 2023) | 71,692 | Included in total | 20% each Feb 13, 2024–2028 . |
| 250,000 RSUs (Feb 2024, promotion) | 200,000 | Included in total | 20% each Aug 25, 2024–2028 . |
| 55,082 RSUs (Feb 2024) | 55,082 | Included in total | 20% each Feb 12, 2025–2029 . |
| 45,153 RSUs (Feb 2025) | Granted in 2025 | $1,559,585 fair value | 20% each Feb 10, 2026–2030 . |
Performance & Track Record
- 2024 company outcomes: net income increased to $77.5M (+4.8% YoY), loans +17.3% to $10.58B on record originations $5.16B, deposits +14.5% to $11.76B; NIM 3.27% (down from 3.35%) but net interest income +8.9% .
- Pay vs performance references: BVPS $22.12 in 2024; cumulative TSR $212 (vs peer $112); net income $77,474K .
Governance Context and Shareholder Feedback
- 2024 Say-on-Pay approval: ~76.45% support; no significant structural changes in 2024 program; 2025 base salaries largely unchanged for Losch; Committee did not use a compensation consultant or perform external benchmarking .
Compensation Structure Analysis
- Mix shift: Heavy move to time-based RSUs (including a 250,000-share promotion grant) increases certainty of equity vesting versus performance-based equity; no options or PSUs disclosed in recent years .
- At-risk vs guaranteed: No employment agreement or fixed severance multiples; cash bonus discretionary and modest (6–8% of salary for NEOs) relative to significant equity grants .
- Clawback and anti-hedging: Robust clawback; hedging banned; pledging allowed with controls, but no Losch pledges disclosed .
- Change-in-control terms: Double-trigger acceleration only; no golden parachute cash multiples indicated .
Equity Ownership & Alignment
- Skin-in-the-game: Direct ownership 122,740 shares (<1%); substantial unvested RSU exposure (414,566 units; $16.4M market at year-end) drives alignment and retention incentives .
- Ownership guidelines: None; board asserts alignment via existing holdings .
- Pledging/Hedging: Company permits pledging with oversight; hedging prohibited; no Losch pledges disclosed .
Employment Terms
- No employment agreement; severance negotiated if applicable; double-trigger RSU acceleration upon termination within 12 months post-CIC; Losch’s indicative CIC RSU value $16,396,085 at 12/31/2024 .
Investment Implications
- Retention: High given multi-year RSU schedules across 2024–2030; promotion grant (250,000 RSUs) and 2025 grant (45,153 RSUs) create strong long-dated retention levers .
- Selling pressure: Annual vesting tranches (Aug 25; Feb 12; starting Feb 10 in 2026) may drive periodic supply; hedging ban reduces synthetic liquidity; absence of disclosed pledges lowers forced-sale risk .
- Pay-for-performance: Program relies on committee discretion rather than formulaic financial targets; equity awards are time-based RSUs (not PSUs), which can dilute performance sensitivity but support long-term ownership .
- Change-in-control economics: No cash parachute multiples; equity acceleration only upon termination post-transaction (double-trigger), which is generally shareholder-friendly versus single-trigger vesting .
- Governance signals: 76.45% Say-on-Pay suggests some shareholder reservations; lack of ownership guidelines and reliance on time-based RSUs warrant monitoring for alignment and dilution; absence of consultant/benchmarking may constrain external market checks .