Yousef A. Valine
About Yousef A. Valine
Independent director (age 65) appointed to Live Oak Bancshares’ board in September 2022; chairs the Audit Committee and serves on the Risk and Nominating & Corporate Governance Committees. He brings 40+ years in financial services, including senior risk leadership at First Horizon and Wachovia; education includes a BBA from Georgia State University and advanced risk/management programs at Wharton, UNC, and Duke .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon Bank/Corporation | Chief Risk Officer; Chief Operating & Risk Officer; Merger Executive | CRO: Jun 2009–Jun 2020; CO&RO: Sep 2018–Jul 2020; Merger Executive: Jul 2020–Jun 2022 | Led risk governance and integration; enterprise risk oversight |
| Wachovia | EVP & COO – Risk Management Division; Head, Institutional Risk Group | Jun 1985–Jun 2009 | Built risk management infrastructure and oversight framework |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in LOB proxy . |
Board Governance
- Independence: Valine is classified as independent under NYSE listing standards; only Mahan, Underwood, and Williams are non-independent .
- Committee assignments and cadence:
- Audit Committee: Chair; members Bradford, Cameron, Glossman, Petty; 18 meetings in 2024 .
- Risk Committee: Member; chaired by Glossman; 6 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member; 3 meetings in 2024 .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings; Board met 6 times in 2024 .
- Leadership structure: Chairman and CEO roles combined; no Lead Independent Director appointed .
| Committee | Role | 2024 Meetings | Notable Oversight |
|---|---|---|---|
| Audit | Chair | 18 | External auditor selection/oversight; internal control and financial reporting; related-party transactions; earnings release review . |
| Risk | Member | 6 | Risk appetite framework; cybersecurity oversight; regulatory compliance . |
| Nominating & Corporate Governance | Member | 3 | Director criteria; independence standards; board composition . |
Audit Committee financial experts designated: Petty and Glossman (not Valine) .
Fixed Compensation
- Board fee framework (approved May 2024): $60,000 annual retainer per non-employee director; chair fees—Audit $25,000; Risk $20,000; Compensation $18,000; Nominating & Corporate Governance $13,000; Directors Loan Committee chair $17,000; membership fee for Bank’s Directors Loan Committee $12,000. Non-employee directors voluntarily forfeited $5,000 per month for Q1 2024 ($15,000 total) .
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash fees received (Valine) | $74,667 | Reflects Q1 forfeiture; includes Audit Chair stipend . |
| Annual retainer baseline | $60,000 | Board-approved . |
| Audit Committee Chair fee | $25,000 | Board-approved; Valine is Chair . |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (director grant) | May 21, 2024 | 2,327 | $82,725 | Vests May 1, 2025 . |
| RSU (director grant) | May 20, 2025 | 2,946 | — | As awarded per Form 4; details not in proxy . |
| Performance Metrics tied to director comp | Disclosed? |
|---|---|
| TSR, revenue/EBITDA, ESG goals | Not disclosed for directors; RSUs are time-vested . |
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict |
|---|---|---|
| None disclosed | — | None noted in proxy for Valine . |
Expertise & Qualifications
- Banking and risk management leadership across credit, market, operational risk; IT, treasury, finance, M&A; regulatory relations, CRA and BSA oversight .
- Education: BBA, Georgia State University; advanced risk program (Wharton/RMA); executive programs (UNC; Duke) .
- Board skills matrix context: LOB board has deep banking coverage; cybersecurity oversight sits with Risk Committee where Valine is a member .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Yousef A. Valine | 6,628 | <1% | Includes 1,500 shares held by the Valine Revocable Living Trust . |
| Ownership Alignment | Policy/Status |
|---|---|
| Director/Officer stock ownership guidelines | None implemented; Board believes holdings align interests . |
| Hedging policy | Prohibited for employees/directors; options excluded . |
| Pledging policy | Allowed with pre-clearance and quarterly reporting; no Valine pledges disclosed . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | Citation |
|---|---|---|---|---|---|---|---|
| 2024-05-03 | 2024-05-01 | M (exempt conversion) | Voting Common Stock | 3,625 | $0.00 | 5,128 | |
| 2024-05-03 | 2024-05-01 | M (exempt) | Restricted Stock Units | -3,625 | $0.00 | 0 | |
| 2024-05-23 | 2024-05-21 | A (award) | Restricted Stock Units | 2,327 | $0.00 | 2,327 | |
| 2025-05-05 | 2025-05-01 | M (exempt conversion) | Voting Common Stock | 2,327 | $0.00 | 7,455 | |
| 2025-05-05 | 2025-05-01 | M (exempt) | Restricted Stock Units | -2,327 | $0.00 | 0 | |
| 2025-05-21 | 2025-05-20 | A (award) | Restricted Stock Units | 2,946 | $0.00 | 2,946 |
Governance Assessment
-
Strengths
- Independent director with deep risk management pedigree; chairs an active Audit Committee (18 meetings), signaling rigorous oversight of financial reporting and auditor independence .
- Consistent engagement: at least 75% attendance; multiple committee roles including risk and governance .
- Director compensation shows alignment via Q1 2024 voluntary retainer forfeiture and annual RSU grants; no director options outstanding .
-
Watch items / RED FLAGS
- Combined Chairman/CEO with no Lead Independent Director reduces independent counterbalance at board level .
- No formal stock ownership guidelines for directors/officers; potential gap in long-term alignment expectations .
- Company permits pledging of stock by insiders (with oversight); while no Valine pledges are disclosed, pledging can introduce forced selling risk in stress scenarios .
- Related-party transactions exist for other directors (e.g., hotel and venture affiliations), though none disclosed for Valine; continued Audit Committee oversight critical .
-
Compensation context
- Director compensation mix (2024): Cash $74,667 vs RSUs $82,725; RSUs time-vested without performance metrics—appropriate for directors but offers limited pay-for-performance linkage .
- Say-on-Pay approval (executives) in 2024 was ~76.45%, indicating moderate shareholder support for pay practices; monitor governance responsiveness over time .
Overall: Valine’s risk and audit expertise, combined with heavy committee engagement, supports investor confidence in financial oversight. Board-level structural gaps (no lead independent director, no ownership guidelines, permissive pledging policy) remain areas to monitor and potentially advocate for governance enhancements .