Axos Financial Sets Nov. 13 Annual Meeting, Seeks Director Re-election

Ticker: AX · Form: DEF 14A · Filed: Sep 25, 2025 · CIK: 1299709

Axos Financial, Inc. DEF 14A Filing Summary
FieldDetail
CompanyAxos Financial, Inc. (AX)
Form TypeDEF 14A
Filed DateSep 25, 2025
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$15,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Stock Incentive Plan, Auditor Ratification, Annual Meeting

Related Tickers: AX

TL;DR

**AX is holding its annual meeting to re-elect directors and approve a stock incentive plan, signaling a stable governance outlook and continued focus on executive incentives.**

AI Summary

Axos Financial, Inc. (AX) is holding its 2025 Annual Meeting of Stockholders on November 13, 2025, at 2:00 PM Pacific Time, at its corporate headquarters in Las Vegas, NV. Stockholders as of September 16, 2025, are eligible to vote on four key proposals. These include the election of four Class III directors for a three-year term expiring in 2028, an advisory vote on Named Executive Officer compensation, approval of an amendment to the Amended and Restated 2014 Stock Incentive Plan, and the ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2026. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. The company had 56,595,223 shares of common stock outstanding and entitled to be voted as of the record date. The proxy materials were first mailed to stockholders on or about September 25, 2025.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Axos Financial, impacting its leadership, executive incentives, and long-term equity strategy. The election of four Class III directors, including experienced financial professionals like James S. Argalas and James J. Court, will shape the company's strategic direction and risk oversight for the next three years. Investor approval of the Amended and Restated 2014 Stock Incentive Plan is crucial for attracting and retaining top talent in a competitive financial technology landscape, directly influencing future performance and shareholder value. The advisory vote on executive compensation provides a direct channel for shareholders to express their views on management's pay, a key factor in corporate governance and investor confidence.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance matters. There are no indications of contentious proposals or significant changes that would introduce high risk. The proposed amendment to the 2014 Stock Incentive Plan is a common practice to ensure competitive compensation, and the advisory vote on executive compensation is non-binding.

Analyst Insight

Investors should review the qualifications of the Class III director nominees and the details of the Amended and Restated 2014 Stock Incentive Plan to ensure alignment with their investment strategy. Voting 'FOR' all proposals aligns with the Board's recommendations, supporting current governance and compensation structures. Consider the impact of the stock incentive plan on potential dilution and future executive motivation.

Financial Highlights

debt To Equity
0.0
revenue
$0
operating Margin
0%
total Assets
$0
total Debt
$0
net Income
$0
eps
$0
gross Margin
0%
cash Position
$0
revenue Growth
+0%

Executive Compensation

NameTitleTotal Compensation
Not DisclosedChief Executive Officer$0
Not DisclosedExecutive Officer$0

Key Numbers

  • 56,595,223 — Shares Outstanding (Shares of common stock entitled to vote as of September 16, 2025)
  • $15,000 — Proxy Solicitor Fee (Estimated fee for Georgeson LLC for the Annual Meeting)
  • 2025 — Annual Meeting Year (Year of the Annual Meeting of Stockholders)
  • 2028 — Director Term End Year (Year Class III directors' terms will expire if elected)
  • 4 — Number of Directors (Number of Class III directors nominated for election)

Key Players & Entities

  • Axos Financial, Inc. (company) — Registrant and issuer of common stock
  • Gregory Garrabrants (person) — President and Chief Executive Officer of Axos Financial, Inc.
  • James S. Argalas (person) — Independent Class III Director Nominee for Axos Financial, Inc.
  • James J. Court (person) — Independent Class III Director Nominee for Axos Financial, Inc.
  • BDO USA, P.C. (company) — Independent registered public accounting firm for fiscal year 2026
  • Georgeson LLC (company) — Proxy solicitor for Axos Financial, Inc.
  • Securities and Exchange Commission (regulator) — Regulator for DEF 14A filings
  • $15,000 (dollar_amount) — Estimated fee for proxy solicitor Georgeson LLC
  • 56,595,223 (dollar_amount) — Shares of common stock outstanding and entitled to vote as of September 16, 2025
  • November 13, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders

FAQ

When is Axos Financial's 2025 Annual Meeting of Stockholders?

Axos Financial, Inc.'s 2025 Annual Meeting of Stockholders is scheduled for Thursday, November 13, 2025, at 2:00 PM, Pacific Time, at its corporate headquarters in Las Vegas, NV.

What are the key proposals for Axos Financial's 2025 Annual Meeting?

The key proposals for Axos Financial's 2025 Annual Meeting include the election of four Class III directors, an advisory vote on Named Executive Officer compensation, approval of an amendment to the 2014 Stock Incentive Plan, and ratification of BDO USA, P.C. as the independent auditor for fiscal year 2026.

Who are the Class III director nominees for Axos Financial?

The Class III director nominees for Axos Financial are James S. Argalas and James J. Court, among others. They are nominated for a three-year term expiring at the 2028 Annual Meeting.

What is the record date for voting at Axos Financial's 2025 Annual Meeting?

The record date for stockholders entitled to vote at Axos Financial's 2025 Annual Meeting is September 16, 2025. As of this date, 56,595,223 shares of common stock were outstanding and eligible to be voted.

What is the purpose of amending Axos Financial's 2014 Stock Incentive Plan?

The purpose of amending Axos Financial's Amended and Restated 2014 Stock Incentive Plan is to ensure the company can continue to attract, retain, and motivate key employees and directors through equity-based compensation, aligning their interests with stockholders.

How does Axos Financial's Board of Directors recommend voting on the proposals?

Axos Financial's Board of Directors unanimously recommends a vote 'FOR' the election of all four Class III director nominees, 'FOR' the advisory vote on executive compensation, 'FOR' the amendment to the 2014 Stock Incentive Plan, and 'FOR' the ratification of BDO USA, P.C.

What is a broker non-vote in the context of Axos Financial's proxy statement?

A broker non-vote occurs when a broker or nominee cannot exercise voting discretion on certain matters if the beneficial owner does not provide specific instructions. For Axos Financial, broker non-votes will be counted for quorum but will have no effect on the results of most proposals, except for routine matters like auditor ratification.

What is the role of the independent registered public accounting firm for Axos Financial?

The independent registered public accounting firm, BDO USA, P.C. for fiscal year 2026, is responsible for auditing Axos Financial's financial statements, providing an independent opinion on their fairness, and ensuring compliance with accounting standards, which is crucial for investor confidence.

What is the risk associated with Axos Financial's 2025 DEF 14A filing?

The risk associated with Axos Financial's 2025 DEF 14A filing is low, as it primarily addresses routine corporate governance matters such as director elections and auditor ratification. There are no indications of significant contentious issues or material changes that would introduce high risk to investors.

How can Axos Financial stockholders vote at the Annual Meeting?

Axos Financial stockholders can vote by internet at www.proxyvote.com, by telephone at 1-800-690-6903, by mail using the proxy card, or in person at the Annual Meeting on November 13, 2025. Instructions are provided in the Notice of Internet Availability or proxy materials.

Industry Context

Axos Financial operates within the digital banking and financial services sector, characterized by increasing competition from traditional banks and fintech challengers. Key trends include a focus on digital customer acquisition, interest rate sensitivity, and evolving regulatory landscapes for financial institutions.

Regulatory Implications

As a financial institution, Axos is subject to stringent regulations from bodies like the Federal Reserve and OCC. Compliance with capital requirements, consumer protection laws, and cybersecurity standards are critical. Changes in regulatory policy or enforcement could impact operations and profitability.

What Investors Should Do

  1. Review the proposed amendment to the Amended and Restated 2014 Stock Incentive Plan.
  2. Evaluate the advisory vote on Named Executive Officer compensation.
  3. Confirm voting instructions for the election of Class III directors.
  4. Note the ratification of BDO USA, P.C. as the independent auditor.

Key Dates

  • 2025-11-13: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, stock incentive plan amendments, and auditor ratification.
  • 2025-09-16: Record Date — Determines which stockholders are eligible to vote at the 2025 Annual Meeting.
  • 2025-09-25: Mailing of Proxy Materials — Informs stockholders about the Annual Meeting and provides materials for voting.

Glossary

DEF 14A
A proxy statement filed by public companies with the SEC detailing information about the annual meeting of shareholders and matters to be voted upon. (This document contains the information being analyzed, including proposals for the annual meeting and executive compensation details.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other rights. (Establishes the pool of shareholders entitled to vote at the 2025 Annual Meeting, which is September 16, 2025.)
Street Name
When shares of stock are held by a broker or other financial institution on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Indicates that beneficial owners holding shares in street name are also entitled to vote, provided they follow their broker's instructions.)
Class III Directors
A classification of directors on a company's board, typically serving staggered terms. In this case, Class III directors are up for election for a three-year term. (Four Class III directors are nominated for election, and their terms will expire in 2028 if elected.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, and specific comparative financial data from the previous year's proxy statement (e.g., 2024) is not directly provided within this document. Therefore, a direct comparison of revenue growth, margin changes, or new risks versus the prior filing cannot be made based solely on this DEF 14A.

Filing Stats: 4,811 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2025-09-25 16:07:52

Key Financial Figures

  • $15,000 — nnual Meeting for a fee estimated to be $15,000, plus reimbursement of out-of-pocket ex

Filing Documents

ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS 5 Class II I Director Nominees for Terms Ending at the 202 8 Annual Meeting of Stockholders 13 Continuing Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders 6 Continuing Class I I Directors with Terms Ending at the 202 7 Annual Meeting of Stockholders 10 Corporate Governance 17 The Role of the Board of Directors 17 Board of Directors Composition and Independence 17 Board of Directors Leadership Structure 18 The Board of Directors Role in Risk Oversight 18 Corporate Governance Principles 19 Board of Directors Meetings and Attendance 20 Code of Conduct 20 Other Governance Matters 20 Hedging and Pledging Policy 20 Committees of the Board of Directors 21 The Director Nominating Process 22 Compensation of Non-Employee Directors 23 Cash Compensation 24 Equity Compensation 24 Fiscal Year 202 5 Non-Employee Director Compensation 26 Fiscal Year 202 5 Grants of Plan Based Awards 26 Page

ADVISORY VOTE ON EXECUTIVE COMPENSATION

ITEM 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 27 Executive Officers 28 Compensation Discussion & Analysis 32 Fiscal Year 202 5 Financial Results and Operating Highlights 33 Total Returns to Stockholders under our CEO 36

Executive Compensation Overview

Executive Compensation Overview 37 Chief Executive Officer Compensation Plan 41 Compensation Discussion and Analysis Highlights 48

Executive Compensation Tables

Executive Compensation Tables 49 Compensation Committee Report 63

A PPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN

ITEM 3. A PPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 64

. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 4 . RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 73 Report of the Audit Committee 74 Other Items 75 Related Party Transaction Policy and Procedures 75 Transactions with Our Directors and Officers 75 Delinquent Section 16(a) Reports 76

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 77

Security Ownership of Directors and Named Executive Officers

Security Ownership of Directors and Named Executive Officers 78 Annual Report to Stockholders 79 Stockholder Proposals for 202 6 Annual Meeting 79 Other Matters 79 APPENDIX A - Amendment to the Amended and Restated 2014 Stock Incentive Plan A- 1 Table of Contents Introduction Annual Meeting of Stockholders To Be Held at 2:00 PM Pacific Time, November 13, 2025 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 2025 Annual Meeting of Stockholders, which will be held on Thursday, November 13, 2025, 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, 2025. YOUR VOTE IS IMPORTANT. TO VOTE, PLEASE FOLLOW THE INSTRUCTIONS IN THE NOTICE OF INTERNET AVAILABILITY OR THE PROXY MATERIALS IF YOU RECEIVED PRINTED COPIES. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU DO NOT NEED TO RETURN A PROXY CARD. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES DURING THE MEETING. IF YOU HOLD YOUR SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE CHECK THE VOTING INSTRUCTIONS PROVIDED TO YOU BY THAT BROKER OR CUSTODIAN. 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

Election of Directors

Item 1. Election of Directors The Board of Directors recommends a vote "FOR" the election of each of the four Class III nominees named below. Board Nominees – 2025 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 III directors whose terms expire at the 2025 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 III directors named below for election to the Board to hold office for a three-year term expiring at the 2028 Annual Meeting or until a successor is elected and qualified. Unless otherwise instructed, the persons named as proxies 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"). 5 Table of Contents

Election of Directors

Item 1. Election of Directors Class III Director Nominees for Terms Ending at the 2028 Annual Meeting of Stockholders James S. Argalas Independent Director Background Mr. Argalas brings to the Board extensive experience in the financial and investment sectors. In 2009, he founded Presidio Union, LLC, a company that specializes in providing financial analysis and corporate advisory services to early stage growth companies and their investors, taking an active role in developing ventures that have the potential to create significant stockholder value. Prior to founding Presidio Union, Mr. Argalas was a Principal at Watershed Asset Management and NM Rothschild, where he was responsible for investments in distressed credit, liquidations, real estate, special situations, and debt and equity investments in Asia-Pacific. Prior to joining Watershed, Mr. Argalas was an Associate Principal with McKinsey & Company and the FICC desk at Goldman Sachs. Director Qualifications The Company believes Mr. Argalas' qualifications to serve on the Board, in addition to those discussed above, include his experience investing in complex debt securities, real estate and other special investment situations including investments in early stage financial technology ventures. Education Mr. Argalas has a MBA from the J.L. Kellogg Graduate School of Management at Northwestern University with majors in Finance, Entrepreneurship and International Business; in addition, Mr. Argalas holds a Bachelor of Science degree in Engineering from the University of Michigan, and a Bachelor of Science degree in Foreign Service from Georgetown University. Director Since: August 2011 Age: 54 Axos Financial Committees: None Axos Bank Committees: Asset/Liability (Chair) Compliance and Independent Credit Review 6 Table of Contents

Election of Directors

Item 1. Election of Directors James J. Court Independent Director Background Mr. Court currently is Chief Executive Officer of Navogen, Solutions, Inc. ("Navogen"), a business and technology consulting firm. Mr. Court started Navogen in December of 2018. Previously, Mr. Court served as Chairman and President of First American's Property & Casualty Insurance Group ("First American"). Mr. Court joined First American in 1999 and has previously served in senior management roles including Chief Operating Officer and Chief Information Officer; his responsibilities at First American included overseeing all three Property & Casualty operating units. Prior to joining First American, Mr. Court held information technology and operations positions at MGE UPS Systems and Printronix, Inc. Further, Mr. Court has led successful business and technology transformations in both the financial services and manufacturing sectors. Director Qualifications The Company believes Mr. Court's qualifications to serve on the Board, in addition to those discussed above, include his experience as Chief Executive Officer ("CEO"), Chief Operating Officer (COO") and Chief Information Officer for information technology firms as well his insurance industry knowledge, particularly real estate title insurance and property and casualty insurance. Education Mr. Court holds a MBA from the Graziadio School of Business and Management at Pepperdine University, a Bachelor of Science degree in Information Systems from the University of Redlands, and an Associate degree in Electronic Engineering Technology. Director Since: April 2011 Age: 63 Axos Financial Committees: Compensation (Chair) Nominating/Corporate Governance Axos Bank Committees: Technology 7 Table of Contents

Election of Directors

Item 1. Election of Directors Stefani D. Carter Independent Director Background Ms. Carter has been a practicing attorney since 2005, specializing in civil litigation, contractual disputes and providing general counsel and advice to small businesses and individuals. Ms. Carter currently serves as an arbitrator and is the principal of three entities, Stefani Carter & Associates, LLC, a consulting and legal services firm, Stable Realty, LLC, a real estate investments firm, and Dallas HERO, a non-profit focusing on local ballot initiatives. From 2020 to 2023, Ms. Carter served as a litigation shareholder at Ferguson Braswell Fraser Kubasta PC ("FBFK"), a full-service law firm. Prior to FBFK, Ms. Carter served as senior counsel at the law firm of Estes Thorne & Carr PLLC for three years. In addition, Ms. Carter served as an elected representative of House District 102 in the Texas House of Representatives between 2011 and 2015. From 2008 to 2011, Ms. Carter was employed as an associate attorney at the law firm of Sayles Werbner, PC and from 2007 to 2008 was a prosecutor in the Collin County, Texas District Attorney's Office. Prior to serving as a prosecutor, Ms. Carter was an associate attorney at Vinson & Elkins LLP from 2005 to 2007. Ms. Carter currently serves as the Lead Director, the Chair of the Nominating and Corporate Governance Committee, and as a Member of the Related Party Transactions Committee of Braemar Hotels & Resorts, Inc. (NYSE: BHR), a luxury lodging real estate investment trust. In addition, Ms. Carter currently serves as the Chairman of the Board of Directors, as a Member of the Nominating and Corporate Governance Committee, and as a Member of the Executive Committee of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR), a retail real estate investment trust. Director Qualifications The Company believes that Ms. Carter's qualifications, in addition to those discussed above, include her extensive experience in advising and couns

Election of Directors

Item 1. Election of Directors Roque A. Santi Independent Director Background Mr. Santi currently serves as a member of the Board of Directors of ECC Capital Corporation and as a member of the Board of Directors of Operation Homefront, a non-profit organization. Mr. Santi previously served as Enterprise Chief Financial Officer ("CFO") with Roosevelt Management Company, LLC through October 2023, where he developed and implemented strategic plans and directed personnel responsible for the oversight of financial control function. Prior to joining Roosevelt Management, he served from 2010 to 2019 as President, CEO, CFO and board member for Elderlife Financial Services, LLC, where he organized the recapitalization and buildout of a national direct lending unit and developed a unique "financial concierge" service for the senior living industry during the financial crisis. From 2004 to 2019, Mr. Santi was President and CFO with ECC Capital Corporation. Mr. Santi's experience includes being a Partner with Ernst

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