Axos Financial DEF 14A: Executive Compensation Details

Ticker: AX · Form: DEF 14A · Filed: Sep 25, 2024 · CIK: 1299709

Axos Financial, Inc. DEF 14A Filing Summary
FieldDetail
CompanyAxos Financial, Inc. (AX)
Form TypeDEF 14A
Filed DateSep 25, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Axos Financial's DEF 14A is out, showing exec comp details for FY24. Check the equity awards for PEOs.

AI Summary

Axos Financial, Inc. filed a DEF 14A on September 25, 2024, detailing executive compensation and other corporate governance matters for the fiscal year ending June 30, 2024. The filing includes information on equity awards granted to its "PeoMember" executives, with data presented for fiscal years 2020 through 2024. Specific dollar amounts for these awards are detailed within the compensation tables.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and corporate governance, not indicating immediate financial risk.

Key Numbers

  • 20240630 — Fiscal Year End (Reporting period for compensation data)
  • 20240925 — Filing Date (Date the DEF 14A was submitted to the SEC)

Key Players & Entities

  • Axos Financial, Inc. (company) — Filer
  • BofI Holding, Inc. (company) — Former Company Name
  • 0001299709 (company) — Central Index Key

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

What specific fiscal year does this filing primarily cover?

This filing primarily covers the fiscal year ending June 30, 2024, with comparative data presented for fiscal years 2020 through 2024.

What type of compensation data is detailed in the filing?

The filing details executive compensation, specifically focusing on equity awards granted to "PeoMember" executives, including information on outstanding and unvested awards.

What was Axos Financial, Inc.'s former company name?

Axos Financial, Inc.'s former company name was BofI Holding, Inc., with a date of name change on August 5, 2004.

Where is Axos Financial, Inc. headquartered?

Axos Financial, Inc.'s business and mailing address is 9205 West Russell Road, Suite #400, Las Vegas, NV 89148.

Filing Stats: 4,730 words · 19 min read · ~16 pages · Grade level 12.3 · Accepted 2024-09-25 16:09:15

Filing Documents

ADVISORY VOTE ON EXECUTIVE COMPENSATION

ITEM 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 27 Executive Officers 28 Compensation Discussion & Analysis 31 Fiscal Year 2024 Financial Results and Operating Highlights 32 Total Returns to Stockholders under our CEO 35

Executive Compensation Overview

Executive Compensation Overview 36 Chief Executive Officer Compensation Plan 40 Compensation Discussion and Analysis Highlights 47

Executive Compensation Tables

Executive Compensation Tables 48 Compensation Committee Report 62

RATIFICATION OF SELECTION OF IND EPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3. RATIFICATION OF SELECTION OF IND EPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 63 Report of the Audit Committee 64 Other Items 65 Related Party Transaction Policy and Procedures 65 Transactions with Our Directors and Officers 65 Delinquent Section 16(a) Reports 66

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 67

Security Ownership of Directors and Named Executive Officers

Security Ownership of Directors and Named Executive Officers 68 Annual Report to Stockholders 69 Stockholder Proposals for 2025 Annual Meeting 69 Other Matters 69 Table of Contents Introduction Annual Meeting of Stockholders To Be Held at 2:00 PM Pacific Time, November 14, 2024 This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of Axos Financial, Inc., a Delaware corporation (the "Company" or "Axos"), for use at the 2024 Annual Meeting of Stockholders, which will be held on Thursday, November 14, 2024, at 2:00 PM, Pacific Time, at our corporate headquarters at 9205 West Russell Road, Suite 400, Las Vegas, NV 89148, and at any adjournment or postponement thereof (the "Annual Meeting"). The notice of internet availability and this accompanying Proxy Statement and the accompanying proxy card are first being mailed to stockholders on or about September 25, 2024. YOUR VOTE IS IMPORTANT. PLEASE VOTE AS SOON AS POSSIBLE ONLINE, BY PHONE OR BY COMPLETING, SIGNING AND DATING THE PROXY CARD ENCLOSED WITH THIS PROXY STATEMENT AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Some stockholders may have their shares registered in different names or hold shares in different capacities. For example, a stockholder may have some shares registered in his or her name, individually, and others in his or her capacity as a custodian for minor children or as a trustee of a trust. In that event, you will receive multiple copies of this Proxy Statement and multiple proxy cards. If you want all of your votes to be counted, please be sure to vote by completing all of your proxy cards, by telephone, or through the internet. Who is entitled to vote? If you were a holder of Axos Financial, Inc. common stock at the close of business on the record date of September 16, 2024 (the "record date"), either as a stockholder of record or as the beneficial owner of shares

Election of Directors

Item 1. Election of Directors The board of directors recommends a vote "FOR" the election of each of the four Class II nominees named below. Board Nominees – 2024 The Company's Board is divided into three classes designated as Class I, Class II and Class III (see Corporate Governance, Board of Directors Composition and Independence). There are currently four Class II directors whose terms expire at the 2024 Annual Meeting. The members of the Board of Directors of the Company also are the members of the Board of Directors of Axos Bank (the "Bank"), a consolidated subsidiary of the Company. The Board of Directors, upon recommendation of the Nominating/Corporate Governance Committee, has nominated the four Class II directors named below for election to the Board to hold office for a three-year term expiring at the 2027 Annual Meeting or until a successor is elected and qualified. Unless otherwise instructed, the proxy holders named in the enclosed proxy intend to vote the proxies received by them for the election of these nominees. If, prior to the Annual Meeting, any nominee of the Board of Directors becomes unable to serve as a director, the proxy holders will vote the proxies received by them for the election of a substitute nominee selected by the Board of Directors as permitted by the rules of the Securities and Exchange Commission (the "SEC"). Vote Required If a quorum is present and voting, the four Class II nominees receiving the highest number of votes will be elected to the Board. Because there are only as many nominees as there are directors to be elected at this year's meeting, a director nominee is assured of being elected if he or she receives any "For" votes, regardless of how many negative votes ("Withhold") are cast for that director. Proxies submitted without direction pursuant to this solicitation will be voted "FOR" each of the four Class II nominees nominated by the Board. 5 Table of Contents

Election of Directors

Item 1. Election of Directors Class II Director Nominees for Terms Ending at the 2027 Annual Meeting of Stockholders Gregory Garrabrants Background Mr. Garrabrants brings to the Board more than twenty-five years of experience in financial services. Mr. Garrabrants also possesses particular strengths with respect to leadership and management skills. Prior to joining the Company, Mr. Garrabrants was a senior vice president and the head of corporate business development at the nation's seventh largest thrift focusing on entry into new business segments, mergers and acquisitions, joint ventures and strategic alliances. Before his senior executive roles at banking institutions, Mr. Garrabrants served the financial services industry as an investment banker, management consultant and attorney for over 15 years. He was an investment banker at Goldman Sachs specializing in advising management and directors on issues such as strategic planning, capital and liquidity management, balance sheet management, asset/liability management, and enhancement of stockholder value. Prior to Goldman Sachs, Mr. Garrabrants served as a management consultant at McKinsey & Company ("McKinsey"). At McKinsey, Mr. Garrabrants led teams that worked with senior management of money center banks, non-bank financial services companies, insurance companies and asset managers on strategy development, sales force effectiveness, risk management, organizational design and corporate restructuring. Prior to McKinsey, Mr. Garrabrants worked as a summer associate at Skadden, Arps, Slate, Meagher & Flom, Munger, Tolles & Olson, and Morrison & Foerster focusing on corporate and securities law and clerked for the Honorable Steven V. Wilson of the United States District Court for the Central District of California. Prior to graduate school, he began his career at Deloitte Consulting in the financial advisory services and litigation support practices. Director Qualifications The Company believes Mr.

Election of Directors

Item 1. Election of Directors Paul J. Grinberg Independent Director Background Mr. Grinberg brings to the Board extensive executive management, operational, M&A, accounting and financial reporting expertise. Mr. Grinberg currently serves as the President of PG Mountain Capital, a company which provides consulting and advisory services to private equity and venture capital firms and their related businesses. Mr. Grinberg also serves as the CEO and Chairman of Mountain Lake Acquisition Corp. ("MLAC") a special purpose acquisition company formed to effect a business combination with one or more businesses. On August 8, 2024, MLAC filed its Form S-1 with the SEC to become publicly listed under the ticker MLACU. Mr. Grinberg previously served as Chairman of Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose acquisition company formed to effect a business combination with one or more businesses. Mr. Grinberg also previously served as an executive with Encore Capital Group (Nasdaq: ECPG), an international specialty finance company with operations in fifteen countries, from September 2004 through December 2018. His most recent position was President, International, overseeing Encore's International operations. Before that, he served as Group Executive, International and Corporate Development and Executive Vice President and Chief Financial Officer. Prior to joining Encore, Mr. Grinberg served as President of Brio Consulting Group, a company he founded that provided financial strategy and consulting services to private equity and venture-backed companies. Before that, Mr. Grinberg served as Chief Financial Officer of Stellcom, Inc., a systems integration firm focused on providing mobile and wireless engineering solutions to Fortune 1000 companies, and as Executive Vice President and Chief Financial Officer of TeleSpectrum Worldwide, Inc., a publicly traded company that provided outsourced call center solutions to Fortune 500 companies. Mr. Grinb

Election of Directors

Item 1. Election of Directors Uzair Dada Independent Director Background Mr. Dada has a strong business and financial background focused on technology and marketing. He is the Founder and CEO (since 2001) of Iron Horse ("IH"), an award-winning growth marketing technology and services company serving an array of Fortune 500 and high tech companies. Under Mr. Dada's leadership, IH has introduced a suite of proprietary demand generation solutions and technologies that are widely recognized for their innovation. Director Qualifications The Company believes Mr. Dada's qualifications to serve on the Board, in addition to those discussed above, include his valuable digital marketing technology and systems integration experience, his IT compliance and auditing experience and his strong business and financial background. Education Mr. Dada is a graduate of the University of California, Berkeley and the J.L. Kellogg Graduate School of Management at Northwestern University. Director Since: January 2015 Age: 57 Axos Financial Committees: None Axos Bank Committees: Technology (Chair) Credit 8 Table of Contents

Election of Directors

Item 1. Election of Directors Sara Wardell-Smith Independent Director Background Ms. Wardell-Smith brings extensive experience to the Board in the areas of wholesale banking, financial institutions, global payments and fintech partnerships. Ms. Wardell-Smith is the former head of Visa's commercial business across North America and was responsible for product, partnerships, sales and platforms. While at Visa, she led financial institution initiatives related to card issuance, real-time payments, cross-border payments, and new payment flows. Prior to Visa, Ms. Wardell-Smith was an executive vice president at Wells Fargo and served on the management committee. During her long tenure at Wells Fargo, Ms. Wardell-Smith held senior leadership positions in a number of banking divisions that served consumers, commercial businesses and institutional clients. These divisions included the financial institutions group, the global treasury management group, the foreign exchange group and the corporate and investment banking division. Ms. Wardell-Smith is an experienced board member and advisor. She currently serves as an independent board member at R&T Deposit Solutions, a provider of deposit and treasury management solutions for the financial services industry. She is also an independent board member at the Provenance Blockchain Foundation, an organization focused on enabling

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