Live Oak Bancshares (LOB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, to elect eight directors, hold advisory votes on executive compensation and its frequency, and ratify KPMG LLP as independent auditors for 2025.

• Proxy materials are primarily distributed via the internet to reduce costs and environmental impact.

• Shareholders can vote in person, by proxy card, or online; record date is March 21, 2025.

• 45,588,604 shares of voting common stock outstanding as of the record date; no preferred shares issued.

Voting matters and shareholder proposals

• Proposals include election of eight directors, say-on-pay advisory vote, say-on-frequency advisory vote, and ratification of KPMG LLP as auditors.

• Board recommends voting FOR all director nominees, FOR say-on-pay, 1 YEAR for say-on-frequency, and FOR auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by December 5, 2025.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in banking, finance, technology, and academia.

• Board committees: Audit, Risk, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Majority of directors are independent per NYSE standards; ongoing board refreshment and diversity efforts.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Board actively oversees risk management, cybersecurity, and management succession planning.