William H. Cameron
About William H. Cameron
Independent director of Live Oak Bancshares since 2013; age 71. President of Cameron Management, Inc., with prior leadership roles across corporate and real estate finance and media operations. Holds a B.S. in Business Administration and a J.D. from the University of North Carolina at Chapel Hill and has completed Bank Directors’ College programs, bringing deep financial oversight and governance experience to the Board . He is classified as independent under NYSE standards (independents include all directors except Mahan, Underwood, and Williams) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Port City Capital Bank | Founding Director | Pre-2006 | Financial institution board experience; governance and oversight |
| Crescent Financial Corporation | Director | 2006 onward (post-acquisition) | Continued financial institution oversight following acquisition of Port City Capital Bank |
| Crescent State Bank | Director | 2006 onward (post-acquisition) | Banking governance; risk and strategy oversight |
| Atlantic Telecasting Corporation (NBC affiliate, Wilmington, NC) | Chief Operating Officer | Not disclosed | Operational and media industry leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron Management, Inc. | President | Since 2000 | Real estate development, brokerage, property management; private equity experience |
| Dan Cameron Family Foundation, Inc. | President; Board Member | Not disclosed | Civic leadership; philanthropic impact in Wilmington area |
| New Hanover Community Endowment | Board Member | Not disclosed | Community investment and oversight |
Board Governance
- Committee assignments and chair roles: Chair of Compensation Committee; member of Audit Committee and Risk Committee .
- Committee activity: Audit Committee met 18 times in 2024; Risk Committee met 6 times; Compensation Committee met 4 times .
- Independence status: Independent director under NYSE rules; only Mahan, Underwood, and Williams are not independent .
- Attendance: The Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Lead Independent Director: None appointed at this time .
- Executive sessions: Independent directors hold executive sessions, typically led by applicable committee chairs .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee directors) | $60,000 | Approved May 2024 | Standard annual retainer |
| Chair fees – Audit | $25,000 | Approved May 2024 | Not applicable to Cameron |
| Chair fees – Risk | $20,000 | Approved May 2024 | Not applicable to Cameron |
| Chair fees – Compensation | $18,000 | Approved May 2024 | Applicable to Cameron as Compensation Chair |
| Other chair fees – Nominating | $13,000 | Approved May 2024 | Not applicable to Cameron |
| Directors Loan Committee (member) | $12,000 | Approved May 2024 | Not disclosed as applicable to Cameron |
| Cameron – Fees earned (cash) | $75,000 | FY 2024 | Excludes voluntary forfeiture of $15,000 in Q1 2024 by each non-employee director |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 21, 2024 | 2,327 | $82,725 | Vest on May 1, 2025 | Awarded to each non-employee director under 2015 Omnibus Plan |
| Equity plan framework | Various | — | — | RSUs/time-based | Directors eligible for RSUs under 2015 Omnibus Stock Incentive Plan |
Performance metrics: Director RSUs are time-based; no disclosed performance conditions (e.g., TSR/EBITDA) tied to director equity grants .
Other Directorships & Interlocks
- Prior financial institution directorships: Port City Capital Bank; Crescent Financial Corporation; Crescent State Bank (post-acquisition). These roles suggest network ties in regional banking that may facilitate information flow and oversight experience .
- No disclosed current public company boards for Cameron; presence on philanthropic and community boards (Dan Cameron Family Foundation; New Hanover Community Endowment) .
Expertise & Qualifications
- Education: B.S. in Business Administration and J.D. from UNC Chapel Hill; completion of North Carolina Bank Directors’ College and Advanced Bank Directors’ College programs .
- Technical/industry: Corporate and real estate finance, development, private equity; prior COO experience in broadcasting; longstanding financial institution governance experience .
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 209,591 | <1% | As of Jan 31, 2025; percent denotes less than one percent |
| Held by GST-Exempt Trust for W.H. Cameron | 470 | — | Included in beneficial ownership |
| Held by W.H. Cameron Revocable Trust | 209,121 | — | Included in beneficial ownership |
| Mary Jo Cameron Revocable Trust | 55,171 | — | Disclaimed beneficial ownership; excluded |
| Pledged shares | None disclosed | — | Company permits pledging with oversight; no Cameron pledge disclosed |
Stock ownership guidelines: The Board has not implemented stock ownership guidelines for directors/executives, though it periodically reviews ownership and believes alignment exists via personal holdings .
Related Party Transactions and Conflicts
- Medical Park Hotels, LLC: Bank paid approximately $183,453 in 2024 for room rentals; William L. Williams III (EVP/Vice Chair) holds 20% and is managing member; Cameron holds 4% direct and ~3.2% indirect interests. Rates were discounted; employees can choose hotels per policy. Continued transactions expected in 2025. RED FLAG: Ongoing related-party transactions with director interests present conflict risk, mitigated by Audit Committee review and arm’s-length terms .
- Pledging policy: Company permits pledging with quarterly Audit Committee reporting; lenders require collateral coverage; policy does not prohibit pledging. No pledges disclosed for Cameron (material pledges disclosed for other insiders, e.g., Mahan and Williams) .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Say-on-Pay (2025) | 23,718,679 | 11,611,710 | 61,110 | 5,373,005 | Approved |
| Say-on-Frequency (2025) | 33,289,799 (1 year) | 694,777 (2 years) | 1,396,152 (3 years) | 10,771 | 1-year frequency adopted |
Governance Assessment
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Strengths
- Independent director with extensive financial institution board experience; chairs Compensation Committee and serves on Audit and Risk, indicating strong engagement and governance breadth .
- Attendance at least 75% of meetings in 2024; broad committee activity supports board effectiveness .
- Director compensation includes equity (time-based RSUs), which moderately aligns interests with shareholders .
- Company maintains clawback for executive incentive compensation and robust committee charters; Compensation Committee periodically reviews director pay .
-
Concerns and RED FLAGS
- Related-party transactions through Medical Park Hotels (Cameron holds 4% direct and ~3.2% indirect; Bank paid $183,453 in 2024). While disclosed and reviewed, persistent transactions involving directors present perceived conflict risk .
- No lead independent director despite combined CEO/Chair roles; may constrain independent oversight in executive sessions .
- No formal stock ownership guidelines for directors; alignment relies on discretionary holdings .
- Company permits pledging of shares under oversight; although no Cameron pledges disclosed, permissive posture can elevate governance risk if pledges increase volatility or forced selling during stress .
-
Signals affecting investor confidence
- Board/committee activity levels and Cameron’s chair role in Compensation support governance rigor .
- Shareholders approved Say-on-Pay and voted strongly for annual frequency, indicating acceptable executive compensation practices and desire for regular feedback .
- The presence of related-party hotel transactions warrants continued monitoring for terms, volumes, and governance controls .
Appendix: Director Compensation Detail (Cameron)
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $75,000 | Excludes voluntary forfeiture of $15,000 in Q1 2024 |
| RSUs | $82,725 | 2,327 RSUs granted May 21, 2024; vest May 1, 2025 |