Live Oak Bancshares (LOB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, with shareholders voting on director elections, equity plans, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

• Shareholders can vote in person, by proxy card, or online; record date is March 20, 2026.

• 46,239,891 shares of voting common stock outstanding; preferred shares are non-voting except in limited cases.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Approval of the 2026 Omnibus Stock Incentive Plan and 2026 Employee Stock Purchase Plan.

• Advisory say-on-pay vote on executive compensation.

• Ratification of KPMG LLP as independent auditors for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 3, 2026.

Board of directors and corporate governance

• Board consists of ten members with diverse backgrounds in banking, technology, academia, and public service.

• Chairman and CEO roles are combined; no lead independent director.

• Majority of directors are independent per NYSE standards.

• Four standing committees: Audit, Risk, Compensation, and Nominating & Corporate Governance.

• Board skills matrix highlights expertise in banking, fintech, cybersecurity, and marketing.